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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.            )*

Alteon Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02144G107
(CUSIP Number)
July 21, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 

 

                     
CUSIP No.
  
02144G107

 

           
1   NAMES OF REPORTING PERSONS:
Genentech, Inc.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    94-2347624
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   14,290,663  shares of common stock
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   14,290,663  shares of common stock
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  14,290,663  shares of common stock
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  12.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

 

 

Item 1.
     
(a)
  Name Issuer
 
  Alteon Inc.
 
    
(b)
  Address of Issuer’s Principal Executive Offices
 
  6 Campus Drive, Parsippany, NJ 07054
Item 2.
     
(a)
  Name of Person Filing
 
  Genentech, Inc.
(b)
  Address of Principal Business Office, or, if none, Residence
 
  1 DNA Way, South San Francisco, California 94080
(c)
  Citizenship
 
  Not Applicable
(d)
  Title of Class of Securities
 
  Common Stock
(e)
  CUSIP Number
 
  02144G107
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
             Not Applicable
     
(a)
  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
(b)
  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)
  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)
  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)
  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)
  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)
  Group, in accordance with Section 240.13d-1(b)(l)(ii)(J).

 

 

Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
             
(a)
  Amount beneficially owned:     14,290,663  shares of common stock
(b)
  Percent of class:     12.0%  
(c)
  Number of shares as to which the person has:    
                 
 
  (i)   Sole power to vote or to direct the vote:   14,290,663  shares of common stock
 
  (ii)   Shared power to vote or to direct the vote:   0    
 
  (iii)   Sole power to dispose or to direct the disposition of:   14,290,663  shares of common stock
 
  (iv)   Shared power to dispose or to direct the disposition of:   0    
     
Item 5.
  Ownership of Five Percent or Less of a Class
 
    
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o
 
    
Item 6.
  Ownership of More than Five Percent on Behalf of Another Person.
 
  Not Applicable.
 
    
Item 7.
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
  Not Applicable.
 
    
Item 8.
  Identification and Classification of Members of the Group
 
  Not Applicable.
 
    
Item 9.
  Notice of Dissolution of Group
 
  Not Applicable.
 
    
Item 10.
  Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  GENENTECH, INC.
 		  
  /s/ STEPHEN G. JUELSGAARD  
  Signature  
 
  Stephen G. Juelsgaard
Executive Vice President, General Counsel, Secretary
and Chief Compliance Officer
  Name/Title  
 
  July 25, 2006
  Date  
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).