Exhibit
      10.2

    


    AMENDMENT
      NO. 1 TO

    SERIES
      B
      PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

    


    This
      AMENDMENT
      NO. 1 TO SERIES B PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
      (this
“Amendment”)
      is
      dated June 1, 2007 and is entered into by and among Alteon Inc., a Delaware
      corporation (the “Company”),
      and
      the purchasers (the “Purchasers”)
      identified on the signature pages to that certain Series B Preferred Stock
      and
      Warrant Purchase Agreement dated as of April 5, 2007 (the “Purchase
      Agreement”),
      by
      and among the Company and the purchasers named therein. 

    


    WHEREAS,
      the Company and the Purchasers are parties to the Purchase Agreement;
      and

    


    WHEREAS,
      in accordance with Section 6.4 of the Purchase Agreement, the Company and the
      Purchasers desire to amend the Purchase Agreement as set forth
      herein.

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein, and for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Company and each of the Purchasers agree as follows:


    


    1.
      Amendments.
      

     

    
      	 	
              a)

            	
              The
                definition of Per Share Purchase Price is hereby deleted in its entirety
                and replaced with the following:

            


    

     

    “‘Per
      Share Purchase Price’
means
      $0.05 per share (to be adjusted for all subsequent stock splits, stock
      dividends, consolidations, recapitalizations and reorganizations, including,
      but
      not limited to, the Reverse Stock Split).”

     

    
      	 	
              b)

            	
              Section
                4.11(a) of the Purchase Agreement is hereby deleted in its entirety
                and
                replaced with the following:

            


    

     

    “As
      promptly as practicable after the execution of this Agreement, the Company
      shall
      prepare and file with the Commission the Proxy Statement in form and substance
      reasonably satisfactory to the Company and the Purchasers in order to duly
      call,
      give notice of and hold the Shareholder Meeting on or prior to July 31, 2007.
      The Company shall respond to any comments of the Commission and use its
      commercially reasonable efforts to complete the Commission’s review of the Proxy
      Statement and distribute the same to the Company’s stockholders as promptly as
      practicable.”

     

    
      	 	
              c)

            	
              Section
                4.11(b)(i) of the Purchase Agreement is hereby deleted in its entirety
                and
                replaced with the following:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “the
      approval of a reverse split of 1-for-75 of the Company’s outstanding shares of
      Common Stock, or such other amount within the range of 1-for-50 to 1-for-100
      as
      may be determined by the Board of Directors and reasonably acceptable to the
      Purchasers who surrender Convertible Promissory Notes (the “Reverse
      Stock Split”)”

     

    
      	 	
              d)

            	
              Section
                4.13 of the Purchase Agreement is hereby deleted in its entirety
                and
                replaced with the following:

            


    

     

    “Board
      of Directors. At the Shareholder Meeting, the Company will fix the size of
      its Board of Directors at seven (7) persons, which will consist of the
      following: (a) upon and after the Closing, three (3) incumbent directors, (b)
      one (1) vacancy that may be filled at any time after the Closing with a new
      director designated by the Purchasers who surrender Convertible Promissory
      Notes
      (the “Bridge
      Lenders”),
      which
      new director shall be reasonably acceptable to the Company (the “Initial Purchaser
      Designee”),
      and
      (c) three (3) additional vacancies. For so long as the Bridge Lenders hold
      at
      least that number of shares of Series B Preferred Stock that is equal to 50%
      of
      the Shares issued to the Bridge Lenders at the Closing, such Purchasers will
      have the right, but not the obligation, to designate the Initial Purchaser
      Designee and two (2) additional directors to the Board of Directors
      (the “Subsequent Purchaser
      Designees”
and,
      together with the Initial Purchaser Designee, the “Purchaser
      Designees”),
      to
      fill the two (2) additional vacancies that will exist following the Closing.
      Upon the Bridge Lenders’ request at the Closing or from time to time thereafter,
      the Company shall cause the Purchaser Designees or any successor designee
      identified in writing by the Bridge Lenders to become members of the Board
      of
      Directors. The Company further covenants and agrees that it will take all
      reasonably necessary actions to ensure that the Purchaser Designees will be
      included on the Company’s slate of nominees for the Board of Directors submitted
      for a shareholder vote at any applicable annual meeting of stockholders after
      the Closing, including preparation of proxy materials and solicitation of the
      Company’s stockholders to give effect to this Section 4.13.”

     

    
      	 	
              e)

            	
              Section
                5.1 of the Purchase Agreement is hereby deleted in its entirety and
                replaced with the following:

            


    

     

    “Termination.
      If the conditions to the Purchasers’ obligations at Closing have not been
      satisfied or waived on before the date that is fifteen (15) days after the
      applicable deadline for the Shareholder Meeting (i.e.,
      May 31,
      2007, unless the proxy statement relating to the Shareholder Meeting is reviewed
      by the Commission, in which case such date shall be extended to July 31, 2007),
      then this Agreement may be terminated at any time thereafter upon written notice
      to the Company by Purchasers representing at least a majority in interest of
      the
      Shares to be purchased hereunder. The provisions of Article VI shall survive
      the
      termination of this Agreement.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              f)

            	
              Fees
                and Expenses.
                The Company’s obligation to reimburse the holders of Convertible
                Promissory Notes (as such term is defined in the Purchase Agreement)
                for
                fees and expenses in Section 6.1 of the Purchase Agreement is hereby
                amended from a maximum of “One Hundred Thousand Dollars ($100,000)” to
                “One Hundred Seventy-Five Thousand Dollars
                ($175,000).”

            


    

     

    2.
      Ratification.
      The
      parties hereby ratify and confirm in all respects the Purchase Agreement, as
      amended by this Amendment.

     

    3. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. 

     

    4. Other
      Matters.
      The
      Company hereby acknowledges and agrees that the execution and delivery by the
      Purchasers of this Amendment shall not be deemed to create a course of dealing
      or otherwise obligate the Purchasers to execute similar extensions, amendments
      or waivers under the same or similar circumstances in the future.

     

    5. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


     

    [remainder
      left intentionally blank]

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Series
      B
      Stock and Warrant Purchase Agreement to be duly executed by their respective
      authorized signatories as of the date first indicated above.

     

    


    
      	
              ALTEON
                INC.

            	
              Address
                for Notice:

            
	 	 
	
              By: 
                /s/ Noah Berkowitz

              
                

              

              Name:
                Noah Berkowitz

              Title:
                President

            	
              221
                West Grand Avenue

              Montvale,
                NJ 07645

            
	 	 
	
              With
                a copy to (which shall not constitute notice):

               

              Mintz
                Levin Cohn Ferris Glovsky and Popeo, P.C.

              One
                Financial Center

              Boston,
                MA 02110

              Attn:
                William T. Whelan, Esq.

            	 


    

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 Series B
      Stock
      and Warrant Purchase Agreement to be duly executed by their respective
      authorized signatories as of the date first indicated above.

     

    
      	BAKER/TISCH INVESTMENTS,
              L.P. 	Address for Notice: 
	 	 
	
              By: 
                Baker/Tisch
                Capital, L.P.,

              its
                general partner   

              By: 
                Baker/Tisch
                Capital (GP), LLC,

              its
                general partner    

               

              By: 
                /s/
                Felix Baker

              
                

              

              Name:
                Felix Baker, Ph.D.

              Title:
                Managing Member

              


              BAKER
                BIOTECH FUND I, L.P.

              By: 
                Baker
                Biotech Capital, L.P.,

              its
                general partner

              By: 
                Baker
                Biotech Capital (GP), LLC,

              its
                general partner

              


              By: 
                /s/
                Felix Baker

              
                

              

              Name:
                Felix Baker, Ph.D.

              Title:
                Managing Member

              


              Baker
                Brothers Life Sciences, L.P.

              By: 
                Baker
                Brothers Life Sciences Capital, L.P.

              its
                general partner

              By: 
                Baker
                Brothers Life Sciences Capital (GP), LLC

              its
                general partner

              


              By: 
                /s/
                Felix Baker

              
                

              

              Name:
                Felix Baker, Ph.D.

              Title:
                Managing Member

              


              14159,
                L.P.

              By: 
                14159
                Capital, L.P.,

              its
                general partner

              By: 
                14159
                Capital (GP), LLC, 

              its
                general partner

              


              By: 
                /s/
                Felix Baker

              
                

              

              Name:
                Felix Baker, Ph.D.

              Title:
                Managing Member

            	
              667 Madison Avenue

              17th
                Floor

              New York, NY 10021

              Fax:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

       

    IN
      WITNESS WHEREOF, the undersigned have caused this Amendment No.1 to Series
      B
      Stock and Warrant Purchase Agreement to be duly executed by their respective
      authorized signatories as of the date first indicated above.

     

    
      	Atticus Global Advisors,
              Ltd. 	Address for Notice: 
	 	 
	
              By:

              
                

              

              Name:
                Matthew Edmonds      

              Title:
                Director      

               

              Green
                Way Managed Account Series, Ltd.,
                

              in
                respect to its segregated account, Green Way Portfolio D

              


              By: 
                

              
                

              

              Name:
                Dominique Ould-Ferhat

              Title:
                President and Director

            	
              c/o Atticus Capital LP

              152 West 57th
                Street

              New York, NY 10019

              Attn: Legal Department

              Fax: (212)
                373-0871