Exhibit
      10.7

    


    AMENDMENT
      NO. 1 TO 

    STOCKHOLDER
      RIGHTS AGREEMENT

     

    This
      Amendment No. 1 to Stockholder Rights Agreement (the “Amendment”),
      dated
      as of January 11, 2007, by and between Alteon Inc., a Delaware corporation
      (the
“Company”),
      and
      American Stock Transfer & Trust Company (the “Rights
      Agent”),
      amending that certain Amended and Restated Stockholder Rights Agreement, dated
      as of July 25, 2005, between the Company and the Rights Agent (the “Agreement”).

    


    WHEREAS,
      the parties desire to amend the Agreement, pursuant to Section 27 thereof,
      in
      connection with the transactions contemplated
      by the Memorandum of Proposed Terms for Private Placement of Preferred Stock
      and
      Warrants of Alteon Inc., dated as of January 4, 2007
      (the
“Memorandum”).

    


    NOW
      THEREFORE, the parties hereby agree as follows:

    


    1. Definition
      of “Acquiring Person.”
The
      definition of “Acquiring Person” as set forth in Section 1(a) of the Agreement
      is hereby amended by adding the following to the end thereof:

    


    “Notwithstanding
      anything herein to the contrary, none of Baker Brothers Investments LLC, nor
      any
      Affiliates thereof (“BBI”)
      shall
      be deemed to be an Acquiring Person solely by virtue of the transactions
      contemplated by the Memorandum of Proposed Terms for Private Placement of
      Preferred Stock and Warrants of Alteon Inc., dated as of January 4,
      2007
      (the
“Memorandum”),
      including but not limited to, where applicable, the receipt of Preferred Stock,
      Common Stock, or securities convertible into Common Stock, by BBI pursuant
      to
      the conversion of the Preferred Stock, the Convertible Notes or the exercise
      of
      the Warrants (each as defined in the Memorandum); nor shall the provisions
      of
      this Agreement apply to BBI for a period of five years from the closing of
      the
      transactions contemplated by the Memorandum”. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    2. Definition
      of “Stock Acquisition Date.”
The
      definition of “Stock Acquisition Date” as set forth in Section 1(oo) of the
      Agreement is hereby amended by adding the following to the end
      thereof:

    


    “Notwithstanding
      anything herein to the contrary, the execution, delivery and performance by
      BBI
      of the transactions contemplated by the Memorandum shall not be deemed, by
      itself, to constitute or lead to a Stock Acquisition Date under this Agreement.”


     

    3. Definition
      of “Distribution Date.”
The
      definition of “Distribution Date” as set forth in Section 3(a) of the Agreement
      is hereby amended by adding the following to the end thereof:

    


    “Notwithstanding
      anything herein to the contrary, the execution, delivery and performance by
      BBI
      of the transactions contemplated by the Memorandum shall not be deemed, by
      itself, to constitute or lead to a Distribution Date under this Agreement.”


    


    4. Ratification.
      The
      parties hereby ratify and confirm in all respects the Agreement, as amended
      by
      this Amendment.

    


    5. Governing
      Law. This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes shall be governed by and construed in accordance
      with the laws of such State applicable to contracts to be made and performed
      entirely within such State.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    6. Counterparts.
      This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument.


    


    7. Descriptive
      Headings.
      Descriptive
      headings of the several Sections of this Amendment are inserted for convenience
      only and shall not control or affect the meaning or construction of any of
      the
      provisions hereof.

    


    [remainder
      left intentionally blank]

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    


    IN
      WITNESS WHEREOF, the parties have entered into this Amendment No. 1 to
      Stockholder Rights Agreement as of the date first stated above.

    


    


    ALTEON
      INC. 

    


    


    By:_/s/
      Noah Berkowitz_____________________

    Noah
      Berkowitz, President and Chief Executive Officer 

     

    


    


    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    


    By:__/s/
      Herbert Lemmer__________________

    Name:
      Herbert J. Lemmer

    Title:
      Vice President