UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 2, 2007
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
6
Campus
Drive
Parsippany,
New Jersey 07054
___________________________________
Former
name or former address, if changed since last report
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
April
2, 2007, Alteon Inc., a Delaware corporation (the “Company,” “Alteon” or “we”)
entered into an Amended and Restated Exclusive License Agreement with Oxis
International (“Oxis”) that includes a worldwide exclusive license granted by
Oxis to Alteon and covering a family of orally bioavailable organoselenium
compounds that have shown anti-oxidant and anti-inflammatory properties in
clinical and preclinical studies, and which changes certain rights and
obligations under our previous agreement with Oxis. Among other changes, the
amended agreement broadens the field of Alteon’s license to all uses of the
licensed technology and eliminates the exclusive right of Oxis to act as a
supplier of licensed product to Alteon.
The
amended agreement also requires that Alteon make certain fixed payments to
Oxis
of up to $500,000 over the next six months, and enter into a share purchase
agreement for the purchase of $500,000 of newly issued shares of Oxis common
stock at a premium over the then current market price. Alteon further commits
to
a minimum investment in a development program from licensed
products.
Royalty
and milestone payments are changed in the amended agreement, including the
addition of a right to reduce royalty payments to Oxis in the event a royalty
on
a licensed product is payable to a third party. Alteon is granted an option
to
further reduce royalty rate on future payments of a fixed fee.
The
amended and restated agreement will be filed as an exhibit to our Quarterly
Report on Form 10-Q for the quarter ending June 30, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ALTEON
INC. |
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| Dated:
April 6, 2007 |
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/s/
Noah Berkowitz, M.D., Ph.D. |
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Noah Berkowitz, M.D.,
Ph.D. |
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President and Chief Executive
Officer |
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