Notice of Appointment of Successor Rights Agent under Stockholders Rights Agreement (Alteon Inc., Registrar and Transfer Company, American Stock Transfer & Trust Company)

Summary

Alteon Inc. notifies Registrar and Transfer Company that it is being removed as Rights Agent under the Stockholders Rights Agreement, effective at the close of business on October 15, 2002. The American Stock Transfer & Trust Company is appointed as the new Rights Agent. This change is made in accordance with the terms of the existing agreement between Alteon Inc. and Registrar and Transfer Company.

EX-4.4 3 w65647exv4w4.txt NOTICE OF APPOINTMENT Exhibit 4.4 August 29, 2002 VIA CERTIFIED MAIL Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016-3572 Attention: Stock Transfer Department The American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 Attention: Stock Transfer Department Dear Sir or Madam: This letter constitutes notice that Registrar and Transfer Company is removed as Rights Agent, and that The American Stock Transfer & Trust Company is appointed as the successor Rights Agent, pursuant to the Stockholders Rights Agreement dated as of July 27, 1995 between Alteon Inc. and Registrar and Transfer Company, as amended, as of the close of business on October 15, 2002. Very truly yours, /s/ Elizabeth O'Dell --------------------------- Elizabeth O'Dell Vice President, Finance