SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-Q**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





**For
      the quarterly period ended** **June
      30, 2007**




OR




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




**For
      the transition period from ______________________** **to
      ______________________**





Commission
      file number 001-16043





**SYNVISTA
      THERAPEUTICS, INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            **13-3304550**(State
                or other jurisdiction of
                incorporation
                  or organization)
            (I.R.S.
                Employer Identification No.)





**221
      West Grand Avenue, Suite 200, Montvale, New Jersey
      07645**


(Address
      of principal executive offices)


(Zip
      Code)





(201)
      934-5000


(Registrant's
      telephone number, including area code)





Alteon
      Inc.


(Former
      name, former address and former fiscal year,


if
      changed since last report.)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
x No
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).


Large
      accelerated filer  oAccelerated filer
oNon-accelerated filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
o No
x





On
      August
      1, 2007, 2,586,377 shares of the registrant’s Common Stock were
      outstanding.









**SYNVISTA
      THERAPEUTICS, INC.**





**INDEX**





PagePART
              I -FINANCIAL INFORMATIONItem
                1.
            
            Condensed
                Consolidated Financial Statements (Unaudited)Condensed
                Consolidated Balance Sheets as of June 30, 2007 and December 31,
                2006
            
            3Condensed
                Consolidated Statements of Operations for the three and six months
                ended
                June 30, 2007 and 2006
            
            4Condensed
                Consolidated Statement of Changes in Stockholders’ Equity/(Deficiency) for
                the six months ended June 30, 2007
            
            5Condensed
                Consolidated Statements of Cash Flows for the six months ended June
                30,
                2007 and 2006
            
            6Notes
                to Condensed Consolidated Financial Statements
            
            7Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            15Item
                3.
            
            Qualitative
                and Quantitative Disclosures about Market Risk
            
            20Item
                4T.
            
            Controls
                and Procedures
            
            20PART
                II -OTHER
                INFORMATIONItem
                1A.
            
            Risk
                Factors
            
            22Item
                4.
            
            Submission
                of Matters to a Vote of Security-holders
            
            24Item
                6.
            
            Exhibits
            
            26SIGNATURES
            
            27INDEX
              TO EXHIBITS
            
            28





2




**PART
      I - FINANCIAL INFORMATION**





**ITEM
      l.**   **Condensed
      Consolidated Financial Statements (Unaudited).**





**SYNVISTA
      THERAPEUTICS, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**





June
                30,
            
            December
                31,2007
            
            2006**ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            2,983,749
            
            $
            1,478,780Other
                current assets
            
            
            310,586
            
            
            314,156Total
                current assets
            
            
            3,294,335
            
            
            1,792,936Property
                and equipment, net
            
            
            18,276
            
            
            10,500Other
                assets
            
            
            1,326,915
            
            
            501,889Total
                assets
            
            $
            4,639,526
            
            $
            2,305,325**LIABILITIES
                AND STOCKHOLDERS' EQUITY/(DEFICIENCY)**Current
                Liabilities:Accounts
                payable
            
            $
            391,337
            
            $
            809,492Accrued
                expenses
            
            
            1,392,930
            
            
            253,022Convertible
                note, net of unamortizeddebt
                discount of $1,363,636
            
            
            4,636,364
            
            
            —Total
                current liabilities
            
            
            6,420,631
            
            
            1,062,514Stockholders'
                Equity/(Deficiency):Preferred
                stock, $0.01 par value; 1,993,329 shares authorized,0
                shares issued and outstanding at June 30, 2007 andDecember
                31, 2006
            
            
            —
            
            
            —Common
                Stock, $0.01 par value, 6,000,000 shares authorized,and
                2,586,377 shares issued and outstanding,as
                of June 30, 2007 and December 31, 2006
            
            
            25,864
            
            
            25,864Additional
                paid-in capital
            
            
            250,502,617
            
            
            244,362,808Accumulated
                deficit
            
            
            (252,309,586
            )
            
            (243,145,861
            )Total
                stockholders’ equity/(deficiency)
            
            
            (1,781,105
            )
            
            1,242,811Total
                liabilities and stockholders' equity/(deficiency)
            
            $
            4,639,526
            
            $
            2,305,325




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.




3




**SYNVISTA
      THERAPEUTICS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**





Three
                Months
            
            Six
                MonthsEnded
                June 30,
            
            Ended
                June 30,2007
            
            2006
            
            2007
            
            2006Income:Investment
                income
            
            $
            26,686
            
            $
            66,197
            
            $
            63,046
            
            $
            126,561Other
                income
            
            
            50,000
            
            
            50,000
            
            
            50,000
            
            
            50,000Total
                income
            
            
            76,686
            
            
            116,197
            
            
            113,046
            
            
            176,561Expenses:Research
                and development
            
            
            1,652,658
            
            
            511,203
            
            
            2,401,077
            
            
            1,032,044General
                and administrative
            
            
            692,073
            
            
            648,176
            
            
            1,640,378
            
            
            1,809,027Interest
                expense
            
            
            3,229,734
            
            
            —
            
            
            5,235,316
            
            
            —Total
                expenses
            
            
            5,574,465
            
            
            1,159,379
            
            
            9,276,771
            
            
            2,841,071Net
                loss
            
            
            (5,497,779
            )
            
            (1,043,182
            )
            
            (9,163,725
            )
            
            (2,664,510
            )Preferred
                stock dividends
            
            
            —
            
            
            1,193,749
            
            
            —
            
            
            2,369,071Net
                loss applicable to common stockholders
            
            $
            (5,497,779
            )
            $
            (2,236,931
            )
            $
            (9,163,725
            )
            $
            (5,033,581
            )Basic/diluted
                net loss per shareapplicable
                to common stockholders
            
            $
            (2.13
            )
            $
            (1.67
            )
            $
            (3.54
            )
            $
            (4.03
            )Weighted
                average common shares usedin
                computing basic/diluted net loss per share
            
            
            2,586,377
            
            
            1,335,782
            
            
            2,586,377
            
            
            1,248,344




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.




4


**SYNVISTA
      THERAPEUTICS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN**


**STOCKHOLDERS’
      EQUITY/(DEFICIENCY)**


**(Unaudited)**




Common
                Stock
            
            Additional
                Paid-in
            
            Accumulated
            
            Total
              Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            Equity/(Deficiency)Balance,
                December 31, 2006
            
            
            2,586,377
            
            $
            25,864
            
            $
            244,362,808
            
            $
            (243,145,861
            )
            $
            1,242,811Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (9,163,725
            )
            
            (9,163,725
            )Warrants
                issued and embedded
              conversion
                feature associated
              with
                debt financing
            
            
            —
            
            
            —
            
            
            6,000,000
            
            
            —
            
            
            6,000,000Stock-based
                compensation
            
            
            —
            
            
            —
            
            
            84,562
            
            
            —
            
            
            84,562Options
                issued for consulting services
            
            
            —
            
            
            —
            
            
            2,732
            
            
            —
            
            
            2,732Compensation
                costs related to
              restricted
                stock
            
            
            —
            
            
            —
            
            
            52,515
            
            
            —
            
            
            52,515Balance,
                June 30, 2007
            
            
            2,586,377
            
            $
            25,864
            
            $
            250,502,617
            
            $
            (252,309,586
            )
            $
            (1,781,105
            )




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.





5


**SYNVISTA
      THERAPEUTICS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**




Six
                Months Ended June 30,2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (9,163,725
            )
            $
            (2,664,510
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock
                compensation expense
            
            
            84,562
            
            
            —Options
                issued for consulting services
            
            
            2,732
            
            
            —Compensation
                costs related to restricted stock
            
            
            52,515
            
            
            —Amortization
                of debt discount
            
            
            4,636,364
            
            
            —Amortization
                of deferred financing costs
            
            
            463,322
            
            
            —Depreciation
                and amortization
            
            
            4,290
            
            
            26,172Changes
                in operating assets and liabilities:Other
                current assets
            
            
            6,661
            
            
            (138,089
            )Other
                assets
            
            
            39,491
            
            
            —Accounts
                payable and accrued expenses
            
            
            148,886
            
            
            (274,748
            )Net
                cash used in operating activities
            
            
            (3,724,902
            )
            
            (3,051,175
            )Cash
                flows from investing activities:Capital
                expenditures
            
            
            (12,066
            )
            
            —Other
                assets
            
            
            —
            
            
            (1,022,861
            )Net
                cash used in investing activities
            
            
            (12,066
            )
            
            (1,022,861
            )Cash
                flows from financing activities:Proceeds
                from debt financing
            
            
            6,000,000
            
            
            —Proceeds
                from issuance of common stock
            
            
            —
            
            
            2,476,006Deferred
                debt financing costs
            
            
            (758,063
            )
            
            —Net
                cash provided by financing activities
            
            
            5,241,937
            
            
            2,476,006Net
                increase/(decrease) in cash and cash equivalents
            
            
            1,504,969
            
            
            (1,598,030
            )Cash
                and cash equivalents, beginning of period
            
            
            1,478,780
            
            
            6,582,958Cash
                and cash equivalents, end of period
            
            $
            2,983,749
            
            $
            4,984,928Supplemental
                disclosure of cash flow information:Accrual
                of deferred merger costs
            
            $
            —
            
            $
            443,000Accrual
                of deferred financing costs
            
            $
            172,867
            
            $
            —Warrants
                issued and embedded conversion feature associatedwith
                debt financing
            
            $
            6,000,000
            
            $
            —Accrued
                liability recognized pursuant to a share purchaseAgreement
                (Oxis), net of $100,000 premium expensedduring
                the period
            
            $
            400,000
            
            $
            —





The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.




6





**SYNVISTA
      THERAPEUTICS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**Note
      1 - Significant Accounting Policies**





***Basis
      of Presentation***





On
      July
      20, 2007, the stockholders of Alteon Inc. approved changing the name of the
      company from Alteon Inc. to Synvista Therapeutics, Inc (“the Company”). 
The name change became effective on July 25, 2007.





On
      July
      20, 2007, the Company’s stockholders approved an amendment to its certificate of
      incorporation to, among other things, effect a reverse stock split of the
      Company’s common stock. On July 25, 2007, a 1:50 reverse stock split of the
      Company’s common stock became effective. Accordingly, all share, warrant, option
      and per share information for all periods presented reflect the reverse stock
      split.





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and the instructions to Form 10-Q and Rule
      10-01 of Regulation S-X. Accordingly, they do not include all of the information
      and footnotes required by accounting principles generally accepted in the United
      States of America for complete financial statements. In the opinion of
      management, all adjustments (consisting of only normal recurring adjustments)
      considered necessary for a fair presentation have been included. Operating
      results for the six months ended June 30, 2007 are not necessarily indicative
      of
      the results that may be expected for the year ending December 31, 2007. For
      further information, refer to the financial statements and footnotes thereto
      included in the Company's Annual Report on Form 10-K for the year ended December
      31, 2006, as filed with the Securities and Exchange Commission. The December
      31,
      2006 balance sheet is derived from the audited balance sheet included in the
      Form 10-K.





***Principles
      of Consolidation***





The
      accompanying condensed consolidated financial statements include the accounts
      of
      Synvista Therapeutics, Inc. and its wholly owned subsidiary, HaptoGuard, Inc.
      All inter-company accounts and transactions have been eliminated in
      consolidation.





***Reclassifications***





Certain
      prior period balances have been reclassified to conform to current
      presentation.





***Adoption
      of New Accounting Pronouncements*** **




Effective
      January 1, 2007, the Company adopted *Financial
      Accounting Standards Board* (“FASB”) *Interpretation
      48* (“FIN
      48”), “ *Accounting
      for Uncertainty in Income Taxes — an interpretation of FASB Statement
      No. 109.* ”
The
      interpretation contains a two-step approach to recognizing and measuring
      uncertain tax positions accounted for in accordance with SFAS No. 109,
“ *Accounting
      for Income Taxes* .”
The
      first step is to evaluate the tax position for recognition by determining if
      the
      weight of available evidence indicates that it is more likely than not that
      the
      position will be sustained on audit, including resolution of related appeals
      or
      litigation processes, if any. The second step is to measure the tax benefit
      as
      the largest amount which is more than 50% likely of being realized upon ultimate
      settlement.




The
      Company has sustained losses since inception which has generally resulted in
      a
      zero percent effective tax rate; hence the Company has not incurred any interest
      or penalties. The Company’s policy is to recognize interest and penalties
      accrued on any unrecognized tax benefits as a component of tax expense. At
      December 31, 2006, the Company had an $82.2 million deferred tax asset
      which was fully offset by a valuation allowance due to its history of losses.




7




In
      addition, the Company has net operating loss carryfowards (“NOLs”) that may be
      subject to substantial annual limitations due to the ownership change
      limitations provided by the Internal Revenue Code and similar state provisions.
      The Company is currently evaluating whether there are any changes in ownership
      that would limit the future use of its NOLs. The Company’s final evaluation of
      its tax positions taken in open tax years and ownership change limitations
      may
      result in a reduction of NOLs available for use in future years and the related
      fully reserved deferred tax asset. However, given the Company’s history of
      losses, the Company does not expect the result of this evaluation will have
      a
      material impact on its condensed consolidated financial statements.





**Note
      2 - Liquidity**





The
      Company has devoted substantially all of its resources to research, drug
      discovery and development programs. To date, it has not generated any revenues
      from the sale of products and does not expect to generate any such revenues
      for
      a number of years, if at all. As a result, Synvista has incurred net losses
      since inception, has an accumulated deficit of $252,309,586 as of June 30,
      2007,
      and expects to incur net losses, potentially greater than losses in prior years,
      for a number of years, assuming the Company is able to continue as a going
      concern, of which there can be no assurance.





The
      Company has financed its operations through proceeds from the sale of common
      and
      preferred equity securities, debt securities, revenue from former collaborative
      relationships, reimbursement of certain of its research and development expenses
      by collaborative partners, investment income earned on cash and cash equivalent
      balances and short-term investments and the sale of a portion of the Company’s
      New Jersey state net operating loss carryforwards and research and development
      tax credit carryforwards.





As
      of
      June 30, 2007, the Company had negative working capital of $3,126,296, including
      $2,983,749 of cash and cash equivalents. The Company’s net cash used in
      operating activities for the six months ended June 30, 2007 was $3,724,902
      and
      for the year ended December 31, 2006 was $7,438,275.





In
      April
      2007, the Company entered into a Series B Preferred Stock and Warrant Purchase
      Agreement with institutional investors who have purchased from us on July 25,
      2007 (See Note 9 - Subsequent Event), $25,000,000 of our newly created Series
      B
      Preferred Stock and warrants to purchase shares of Series B Preferred Stock.
      The
      issuance of $25,000,000 of the Company’s Series B Preferred Stock includes the
      conversion of $6,000,000 of previously issued convertible promissory notes
      plus
      all accrued and unpaid interest thereon, which were cancelled upon the closing
      of the financing (See Note 4 - Convertible Notes Payable). The closing of this
      financing was subject to the satisfaction of various conditions, including
      stockholder approval (See Note 5 -- Series B Preferred Stock and Warrant
      Purchase Agreement).





The
      amount and timing of the Company’s future capital requirements will depend on
      numerous factors, including the number and characteristics of product candidates
      that the Company pursues, the timing, scope and results of preclinical tests
      and
      clinical studies conducted by or on behalf of the Company, the status and
      timelines of regulatory submissions, the costs associated with protecting
      patents and other proprietary rights, the ability to complete strategic
      collaborations and the availability of third-party funding, if any.





Selling
      securities to satisfy its capital requirements may have the effect of materially
      diluting the current holders of the Company’s outstanding stock. The Company may
      also seek additional funding through corporate collaborations and other
      financing vehicles. There can be no assurances that such funding will be
      available at all or on terms acceptable to the Company. If funds are obtained
      through arrangements with collaborative partners or others, the Company may
      be
      required to relinquish rights to its technologies or product candidates and
      alter its plans for the development of its product candidates.




**Note
      3 - Stock-Based Compensation**





The
      Company estimates the fair value of option awards made under its equity
      compensation plans on the date of grant based on the Black-Scholes option
      pricing model. The Company estimates expected volatility for this purpose based
      on the historical volatility of its common stock price. The expected term of
      options granted represents the period of time that options granted are expected
      to be outstanding. The Company estimated the expected term of stock options
      using historical exercise and employee forfeiture patterns.




8




The
      following table shows the weighted average assumptions the Company used to
      develop the fair value estimates for the determination of the compensation
      charges:


**Six
                  months ended****June
                  30, 2007**Expected
                  volatility
              
              
              148
              %Dividend
                  yield
              
              
              -Expected
                  term (in years)
              
              
              6.12Risk-free
                  interest rate
              
              
              4.88
              %




Options
      granted to consultants and other non-employees are accounted for in accordance
      with EITF No. 96-18 "Accounting for Equity Instruments That Are Issued to Other
      than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services."  Accordingly, such options are recorded at fair value at the
      date of grant and subsequently adjusted to fair value at the end of each
      reporting period until such options vest, and the fair value of the
      options, as adjusted, is charged to consulting expense over the related
      vesting period.  For the six months ended June 30, 2007, the Company
      recognized research and development consulting expenses of $2,732.





For
      the
      three and six month periods ended June 30, 2007, the Company recognized
      share-based employee compensation cost of $43,526 and $84,562 respectively,
      in
      accordance with SFAS 123(R), “Share-Based Payment,” which was recorded as
      general and administrative and research and development expense. This expense
      related to the granting of stock options to employees, directors and officers
      on
      or after January 1, 2006. None of this expense resulted from the grants of
      stock
      options prior to January 1, 2006. The Company recognized compensation expense
      related to these stock options, taking into consideration a forfeiture rate
      of
      approximately 5.8% based on historical experience, on a straight-line basis
      over
      the vesting period. The Company did not capitalize any share-based compensation
      cost.





As
      of
      June 30, 2007, the total compensation cost related to non-vested option awards
      not yet recognized is $223,436. The weighted-average period over which this
      cost
      is expected to be recognized is approximately 2.4 years.





A
      summary
      of the status of the Company’s stock options outstanding as of June 30, 2007 and
      changes during the six months then ended is presented below:


**Shares**
              
              **Weighted
                  average exercise price**
              
              **Weighted
                  Average Remaining Contractual Term (years)**
              
              **Aggregate
                  Intrinsic Value**Outstanding
                  atDecember
                  31, 2006
              
              
              215,804
              
              $
              62.25Cancelled
              
              
              (9,478
              )
              $
              121.95Outstanding
                  atJune
                  30, 2007
              
              
              206,326
              
              $
              59.51
              
              
              4.96
              
              $
              -Options
                  exercisable atJune
                  30, 2007
              
              
              162,672
              
              $
              73.43
              
              
              3.91
              
              $
              -





9


***Restricted
      Stock***





The
      Company recognized compensation cost of $30,247 and $52,515 for the three and
      six months ended June 30, 2007, which was recorded as general and administrative
      expense, as a result of the granting of 19,200 shares of restricted stock in
      2006, of which 6,400 were forfeited through June 30, 2007.





A
      summary
      of the status of the Company’s nonvested shares of restricted stock as of June
      30, 2007 and changes during the six months ended June 30, 2007, is presented
      below:


**Nonvested
                  Shares**
              
              **Shares**
              
              **Weighted
                  average grant date fair value**Nonvested
                  atJanuary
                  1, 2007
              
              
              16,000
              
              $
              7.50Granted
              
              
              -
              
              
              -Vested
              
              
              -
              
              
              -Forfeited
              
              
              3,200
              
              
              7.50Nonvested
                  atJune
                  30, 2007
              
              
              12,800
              
              $
              7.50




As
      of
      June 30, 2007, there was $25,490 of total unrecognized compensation cost related
      to nonvested share-based compensation arrangements granted. That cost is
      expected to be recognized over a weighted-average period of 2.1 years. The
      total
      fair value of shares vested during the six months ended June 30, 2007 was
      $0.





**Note
      4 - Convertible Notes Payable**





On
      June
      1, 2007, the Company entered into an omnibus amendment (the “Omnibus Amendment”)
      with the holders of the Company’s Senior Secured Convertible Promissory Notes,
      dated January 11, 2007 (the “Notes”). The Omnibus Amendment amended the
      following documents: (i) the Note and Warrant Purchase Agreement, dated January
      11, 2007 (the “Note Purchase Agreement”), (ii) the Notes, and (iii) the warrants
      issued to the holders of the Notes, each dated January 11, 2007 (the
“Warrants”). Pursuant to the Omnibus Amendment, the Note Purchase Agreement was
      amended to provide for the issuance of an additional $3,000,000 of indebtedness
      by the Company. In order to provide for such additional indebtedness, the Notes,
      in the original principal amount of $3,000,000, were cancelled and replaced
      with
      amended and restated senior convertible promissory notes in an aggregate
      principal amount of $6,000,000 (the “New Notes”). Each New Note accrues interest
      at a rate of 8% per annum. The New Notes increased certain penalties contained
      in the Notes if the proposed preferred stock financing transaction between
      the
      Company and the holders of the Notes was not closed by July 31, 2007, as
      follows: the Company would have been obligated to pay to the holders of the
      New
      Notes a $6,000,000 penalty in addition to the outstanding principal and interest
      that would become due under the New Notes on July 31, 2007, and the Company
      would have been obligated to pay the holders 30% of any amount received by
      the
      Company from financing, sale or licensing transactions completed prior to June
      30, 2009, subject to a cap of $8,000,000.





On
      July
      20, 2007, at the Company’s annual meeting of stockholders, stockholders of the
      Company approved the
      issuance of shares of the Company’s Series B Preferred Stock. The Series B
      Preferred Stock accrues dividends at a rate of 8.0% per year for a period of
      five years from the date on which the shares of Series B Preferred Stock were
      issued. Pursuant to the terms of the Note Purchase Agreement, upon the closing
      of the financing on July 25, 2007, as more fully discussed in Note 5 - Series
      B
      Preferred Stock and Warrant Purchase Agreement, the New Notes plus accrued
      and
      unpaid interest thereon were converted into shares of the Company’s Series B
      Preferred stock and thereafter were cancelled.





10





In
      connection with the Note Purchase Agreement, the Company also issued to the
      holders of the Notes (the “Buyers”) warrants to purchase 514,689 shares of the
      Company’s Common Stock, which were exercisable for a period of five years
      commencing on January 11, 2007 at an exercise price of $0.01 per share. These
      Common Stock Warrants expired upon the closing of the sale of the Company’s
      Series B Preferred Stock.





The
      Company determined the initial carrying value of the New Notes by a two-step
      allocation process: first to the associated Warrants and second, to an embedded
      conversion option. First, the Company allocated the proceeds from the sale
      of
      the New Notes between the New Notes and the Warrants based upon their relative
      fair values, which resulted in recording a discount on the New Notes. The value
      of the Warrants was computed using the Black-Scholes option pricing model.
      Second, in accordance with Emerging Issues Task Force (EITF) No. 00-27,
“Application of Issue 98-5 to Certain Convertible Instruments”, after allocating
      the Note proceeds as described above, the Company calculated the embedded
      conversion price and used it to measure the intrinsic value of the embedded
      conversion option. Since the conversion price was less than the fair value
      of
      the Company’s common stock at the closing date, an embedded conversion option
      was recorded as paid-in capital.





All
      of
      the proceeds were allocated to the Warrants and embedded beneficial conversion
      feature. This amount is being amortized as additional (non-cash) interest
      expense with a corresponding increase to the New Notes over the term of the
      New
      Notes. The fair value of the beneficial conversion feature and the warrants
      substantially exceeds the face value of the New Notes.





During
      the six month period ended June 30, 2007, the Company recorded approximately
      $4,636,000 of non-cash interest expense related to the accretion of these New
      Notes.





Contemporaneously
      with the execution and delivery of the Note Purchase Agreement and the issuance
      by the Company to the Buyers of the Notes and the Warrants, the Parties executed
      (i) a Security and Guaranty Agreement (the “Security Agreement”), pursuant to
      which the Company and its wholly owned subsidiary HaptoGuard agreed to provide
      to the Buyers a first priority security interest in certain Collateral (as
      this
      term is defined in the Security Agreement) to secure the Company’s obligations
      under the Agreement and the New Notes, and (ii) an Intellectual Property
      Security Agreement (“Intellectual Property Security Agreement”), pursuant to
      which the Company and HaptoGuard agreed to provide to the Buyer a first priority
      security interest in certain IP Collateral (as this term is defined in the
      Intellectual Property Security Agreements) to secure the Company’s obligations
      under the Agreement and the New Notes. The
      Security Agreement and the security interest in certain Collateral terminated
      upon the conversion of the New Notes.





**NOTE
      5 - Series B Preferred Stock and Warrant Purchase
      Agreement**





On
      April
      5, 2007, the Company entered into a Series B Preferred Stock and Warrant
      Purchase Agreement (the “Series B Agreement”) with institutional investors (the
“Buyers”). Pursuant to the terms and subject to the conditions contained in the
      Series B Agreement, the Company agreed to issue and sell to the Buyers, and
      the
      Buyers agreed to purchase from the Company $25,000,000 of our newly created
      Series B Preferred Stock, $0.01 par value per share and warrants to purchase
      shares of the Company’s Series B Preferred Stock.





On
      June
      1, 2007 the Company entered into Amendment No. 1 to the Series B Preferred
      Stock
      and Warrant Purchase Agreement (“Amendment No. 1 to the SPA”) by the Company and
      the Buyers, which amends the Series B Agreement. Pursuant to Amendment No.
      1 to
      the SPA, the per share price at which the Series B Preferred Stock of the
      Company will be sold in the proposed preferred stock financing, was fixed at
      a
      price of $0.05 (prior to the reverse stock split) per share. Prior to entering
      into Amendment No. 1 to the SPA, the price per share at which the Series B
      Preferred Stock of the Company was sold in the financing was to be within a
      range between $0.05 and $0.075 (each prior to the implementation of a reverse
      stock split) and was to be determined following the requisite shareholder vote
      regarding the financing and the reverse stock split, as set forth in the Series
      B Agreement.




11




On
      July
      20, 2007, at the Company’s annual meeting of stockholders, stockholders of the
      Company approved the
      issuance of securities pursuant to the Series B Agreement. At the closing of
      the
      financing on July 25, 2007, the Company issued 10,000,000 shares of its Series
      B
      Preferred Stock and warrants to purchase 2,500,000 shares of Series B Preferred
      Stock to the Buyers. The Series B Preferred Stock accrues dividends at a rate
      of
      8.0% per year for a period of five years from the date on which the shares
      of
      Series B Preferred Stock were issued. The warrants are exercisable for a period
      of five years commencing on July 25, 2007 at an exercise price of $2.50 per
      share (See Note 9 - Subsequent Event).





On
      July
      25, 2007, upon
      the
      closing of the financing, the Notes, in an aggregate principal amount of
      $6,000,000, plus all accrued but unpaid interest thereon, were automatically
      converted pursuant to their terms into that number of shares of Series B
      Preferred Stock equal to the principal plus all accrued but unpaid interest
      on
      the New Notes divided by the price per share at which the Series B Preferred
      Stock was sold, and thereafter the New Notes were cancelled and are of no
      further force or effect, and the warrants to purchase an aggregate of 514,689
      shares of the Company’s common stock that were issued to the purchasers in such
      financing terminated and are of no further force or effect.





The
      obligations of Synvista and the Buyers to complete the Series B preferred stock
      financing were subject to the satisfaction or, to the extent legally
      permissible, waiver of certain conditions. The more significant conditions
      included: (i) approval by the Synvista stockholders of the issuance of
      securities in the Financing pursuant to the Agreement; (ii) the approval by
      the
      Synvista stockholders and the consummation of a reverse stock split of the
      Company’s issued and outstanding common stock within a range of 1:50 to 1:100,
      with the final ratio to be determined by the Board of Directors and reasonably
      acceptable to the Buyers; (iii) approval by the Synvista stockholders and the
      filing with the Secretary of State of the State of Delaware of Synvista’s
      Amended and Restated Certificate of Incorporation; and (iv) approval by the
      Synvista stockholders of an amendment to the Company’s equity incentive plan in
      order to reserve up to an additional 53,000,000 (prior to the implementation
      of
      the reverse stock split) shares of common stock for issuance
      thereunder.





In
      connection with the closing of the financing, Synvista entered into a
      Registration Rights Agreement with the Buyers. Under the terms of the
      Registration Rights Agreement, the Company has agreed to file a registration
      statement with the Securities and Exchange Commission within 30 days following
      the closing for the resale of the shares of common stock issuable upon
      conversion of Series B Preferred Stock issued in the financing, as well as
      upon
      conversion of Series B Preferred Stock underlying the warrants sold in the
      financing. Failure to file the registration statement in a timely manner will
      result in payment by the Company to each investor of liquidated damages, subject
      to limitations set forth in the Registration Rights Agreement. These liquidated
      damages will also be payable in the event that the resale registration statement
      has not been declared effective within certain time periods or if sales cannot
      be made pursuant to the registration statement following its effectiveness,
      each
      as described in the Registration Rights Agreement.





**Note
      6 - Net Loss Per Share Applicable to Common Stockholders**





Basic
      net
      loss per share is computed by dividing net loss applicable to common
      stockholders by the weighted average number of shares outstanding during the
      period. Diluted net loss per share is the same as basic net loss per share
      applicable to common stockholders, since the assumed exercise of stock options
      and warrants and the conversion of preferred stock would be antidilutive. The
      amount of potentially dilutive shares excluded from the calculation as of June
      30, 2007 and 2006, was 1,185,455 and 4,614,745 shares,
      respectively.





**Note
      7 - Bio-Rap Technologies Ltd.**





On
      April
      1, 2007, the Company entered into an amendment of the Company’s License and
      Research Agreement with Bio-Rap Technologies Ltd. (“Bio-Rap”). Among other
      changes, the amendment extends to all fields the Company’s rights to sell
      therapeutic and diagnostic product pursuant to the licenses granted in that
      agreement.





In
      addition, the amendment will result in an increase in annual research funding
      provided by the Company to Bio-Rap, and in the Company making certain defined
      payments to Bio-Rap over the course of the next 18 months. Other payments due
      to
      Bio-Rap based on the Company’s sales of diagnostic products or grant of
      sublicense rights, including royalties, milestone payments and payments
      attributable to sublicense revenue, are significantly reduced. The amendment
      gives the Company the right to further reduce royalty payments on diagnostic
      products on making a one-time payment within eight years, and to further reduce
      payments resulting from sublicense revenue on making a one-time payment made
      within the next five years.




12




Finally,
      under the amendment the Company assumes all of Bio-Rap’s right and interest in a
      license with ARUP Laboratories at the University of Utah (“ARUP”). ARUP will, in
      the future, be a sublicensee of the Company.





**Note
      8 - Oxis International**





On
      April
      2, 2007, the Company entered into an Amended and Restated Exclusive License
      Agreement with Oxis International (“Oxis”) that includes a worldwide exclusive
      license granted by Oxis to the Company 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 the Company’s previous agreement
      with Oxis. Among other changes, the amended agreement broadens the field of
      the
      Company’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 the Company.





The
      amended agreement also requires that the Company 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. All amounts have been
      paid or accrued as of June 30, 2007. The Company 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.





**Note
      9 - Subsequent Events**




On
      July
      20, 2007, at the Company’s annual meeting of stockholders, stockholders of the
      Company approved the
      issuance of securities in the financing pursuant to the Series B Agreement.
      On
      July 25, 2007, at the closing of the financing, the Company issued 10,000,000
      shares of its Series B Preferred Stock and warrants to purchase 2,500,000 shares
      of Series B Preferred Stock to the Buyers. The Series B Preferred Stock
      dividends are payable quarterly in cash or shares of preferred stock at a rate
      of 8.0% of the accumulated balance. The warrants are exercisable for a period
      of
      five years commencing on July 25, 2007 at an exercise price of $2.50 per share.





An
      amendment to the Company’s 2005 Stock Plan (the “Plan”) was approved that
      increased the number of shares of common stock reserved for issuance under
      the
      Plan from 10,000,000 (200,000
      following the implementation of the reverse stock split) shares
      to
      63,000,000 (1,260,000 following the implementation of the reverse stock split)
      shares. The reverse stock split, which was also approved by the stockholders
      of
      the Company at the annual shareholder meeting on July 20, was implemented at
      a
      ratio of 1:50 and became effective on July 25, 2007.




The
      stockholders of the Company also approved an amendment to the Company’s Restated
      Certificate of Incorporation to change the name of the corporation from Alteon
      Inc. to Synvista Therapeutics, Inc. The Company amended its Restated Certificate
      of Incorporation to reflect this change on July 24, 2007. The name change became
      effective on July 25, 2007.




13




The
      following unaudited pro forma financial information presents the condensed
      consolidated Balance Sheet of the Company as if the financing and related
      transactions took place on June 30, 2007, instead of July 25, 2007, which is
      inclusive of the issuance of the preferred stock.




$(000)Cash
                and cash equivalents
            
            $
            21,819All
                other assets
            
            
            1,191Total
                assets
            
            
            23,010Total
                liabilities
            
            
            3,012Total
                stockholders’ equity
            
            
            19,998Total
                liabilities and stockholders’ equity
            
            $
            23,010





14




**ITEM
              2.**
            **Management's
                Discussion and Analysis of Financial Condition****and
                Results of Operations.**




**Overview**





We
      are a
      product-based biopharmaceutical company engaged in the development of drugs
      to
      treat and prevent cardiovascular disease and diabetes. We have identified
      several promising product candidates that we believe represent novel approaches
      to some of the largest pharmaceutical markets.





The
      Company has two lead products in Phase 2 clinical trials:





●  ALT-2074
      is a glutathione peroxidase mimetic in clinical development for reducing the
      morbidity and mortality of patients with diabetes following a myocardial
      infarction. ALT-2074 has demonstrated potential efficacy in animal models of
      heart attack and in a 20-patient clinical trial in ulcerative colitis. Our
      goal
      is to develop ALT-2074 in acute coronary syndrome as a targeted drug for high
      risk diabetic patients. The compound has demonstrated the ability to reduce
      infarct size by approximately 85 percent in a mouse model of heart attack called
      ischemia reperfusion injury. It is currently being evaluated in a clinical
      trial
      for evidence of myocardial protection following angioplasty in high-risk
      diabetic patients. This Phase 2 clinical study was opened for enrollment in
      Israel, in May 2006. We expect to report interim results of this trial later
      in
      2007. In June 2007, we initiated a Phase 2 study using ALT-2074 in diabetic
      patients, testing positive for a marker of increased cardiovascular risk
      (haptoglobin genotype testing). Patients are being treated with ascending doses
      of ALT-2074 or placebo for 28 days as we track inflammatory biomarkers and
      functional improvement in their reverse cholesterol transport. Results from
      this
      study are anticipated in the first quarter of 2008.




●  Alagebrium
      chloride or alagebrium (formerly ALT-711), is an Advanced Glycation End-product
      Crosslink Breaker being developed for diastolic heart failure (“DHF”) and
      diabetic nephropathy. Alagebrium has demonstrated potential efficacy in two
      clinical trials in heart failure, as well as in animal models of heart failure,
      nephropathy, hypertension and erectile dysfunction (“ED”). These diseases
      represent rapidly growing markets of unmet medical needs, particularly common
      among diabetic patients. The compound has been tested in approximately 1,000
      patients, which represents a sizeable human safety database, in a number of
      Phase 2 clinical studies.





***Future
      Development Plans***





We
      have
      been primarily focused on fund-raising activities and exploring strategic
      relationships to support our development programs.  Since we have been able
      to complete our Series B Preferred Stock Financing, as described elsewhere
      in
      this quarterly report, we hope to proceed with several studies involving
      ALT-2074 and alagebrium.  With respect to ALT-2074, in addition to the
      myocardial protection study, and the Phase II biomarker study designed to
      correlate the dose and schedule of ALT-2074 with an effect on inflammatory
      biomarker levels and various components of cholesterol, we are considering
      other
      clinical development activities.  With respect to alagebrium, we plan,
      among other things, to initiate a small Phase II study to examine the impact
      of
      alagebrium on heart function.  As previously reported, we also expect that
      alagebrium will be studied in a clinical trial of patients with Type I diabetes
      and microalbuminuria (protein in the urine), funded by the Juvenile Diabetes
      Research Foundation.





We
      continue to evaluate potential pre-clinical and clinical studies in other
      therapeutic indications in which alagebrium and ALT-2074 may address significant
      unmet needs. For alagebrium, in addition to our anticipated clinical studies
      in
      heart failure, we have conducted preclinical studies focusing on
      atherosclerosis; Alzheimer's disease; photoaging of the skin; eye diseases,
      including age-related macular degeneration (“AMD”), and glaucoma; and other
      diabetic complications, including renal diseases. For ALT-2074, we plan the
      exploration of indications for myocardial protection, atherosclerosis and other
      inflammatory diseases.





Since
      our
      inception in October 1986, we have devoted substantially all of our resources
      to
      research, drug discovery and development programs. To date, we have not
      generated any revenues from the sale of products and do not expect to generate
      any such revenues for a number of years, if at all. We have incurred an
      accumulated deficit of $252,309,586 as of June 30, 2007, and expect to incur
      net
      losses, potentially greater than losses in prior years, for a number of
      years.





We
      have
      financed our operations through proceeds from public offerings of common stock,
      private placements of common and preferred equity and debt securities, revenue
      from former collaborative relationships, reimbursement of certain of our
      research and development expenses by our collaborative partners, investment
      income earned on cash and cash equivalent balances and short-term investments
      and the sale of a portion of our New Jersey State net operating loss
      carryforwards and research and development tax credit
      carryforwards.




15




Our
      business is subject to significant risks including, but not limited to, (1)
      ability to obtain and maintain sufficient financial resources to conduct and
      continue enrollment in our clinical studies of ALT-2074 and alagebrium, (2)
      the
      risks inherent in our research and development efforts, including clinical
      trials and the length, expense and uncertainty of the process of seeking
      regulatory approvals for our product candidates, (3) uncertainties associated
      with obtaining and enforcing our patents and with the patent rights of others,
      (4) uncertainties regarding government healthcare reforms and product pricing
      and reimbursement levels, (5) technological change and competition, (6)
      manufacturing uncertainties, and (7) dependence on collaborative partners and
      other third parties. Even if our product candidates appear promising at an
      early
      stage of development, they may not reach the market for numerous reasons. These
      reasons include the possibilities that the products will prove ineffective
      or
      unsafe during preclinical or clinical studies, will fail to receive necessary
      regulatory approvals, will be difficult to manufacture on a large scale, will
      be
      uneconomical to market or will be precluded from commercialization by
      proprietary rights of third parties. These risks and others are discussed in
      our
      Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and
      in
      Part II of the Quarterly Report under the heading “Item 1A - Risk
      Factors.”





**Results
      of Operations**





**Three
      Months ended June 30, 2007 and 2006**





Total
      revenues for the three months ended June 30, 2007 and 2006, were $77,000 and
      $116,000, respectively. Revenues were derived from interest earned on cash
      and
      cash equivalents and other income. The decrease from 2006 to 2007 was attributed
      to lower investment balances and partially offset by higher interest rates.
      In
      2007 and 2006 other income included $50,000 and $50,000, respectively, received
      from a licensing agreement with Avon Products, Inc., which we entered into
      in
      June 2005.





Our
      total
      expenses were approximately $5,574,000 for the three months ended June 30,
      2007,
      compared to $1,159,000 for the three months ended June 30, 2006. This increase
      was primarily the result of approximately $3,230,000 of non-cash interest
      expense relating to the notes that we issued as part of our private
      financing described elsewhere in this Quarterly Report .





Research
      and development expenses were $1,653,000 for the three months ended June 30,
      2007, as compared to $511,000 for the same period in 2006, an increase of
      $1,142,000, or 223.3%. This increase was attributed to increased patent
      expenses, clinical trial costs and preclinical expenses partially offset by
      a
      decrease in personnel cost and product liability insurance. In the three months
      ended June 30, 2007, of the total amount spent on research and development
      expenses, we incurred $885,000 in patent and licensing expenses, $54,000 in
      personnel and personnel-related expenses, $45,000 in third party consulting
      and
      $36,000 in product liability insurance. In 2006, of the total amount spent
      on
      research and development expenses, we incurred $16,000 in patent expenses,
      $116,000 in personnel and personnel-related expenses, $64,000 in product
      liability insurance and $145,000 in third party consulting. Research and
      development expenses normally include third-party expenses associated with
      pre-clinical and clinical studies, manufacturing costs, including the
      development and preparation of clinical supplies, personnel and
      personnel-related expenses and facility expenses.





General
      and administrative expenses were $692,000 for the three months ended June 30,
      2007, as compared to $648,000 for the same period in 2006, an increase of 6.8%.
      The increase is a result of higher personnel costs which is inclusive of
      stock-based compensation in 2007 offset by lower insurance costs.





Our
      net
      loss applicable to common stockholders was $5,498,000 for the three months
      ended
      June 30, 2007, compared to $2,237,000 in the same period in 2006, an increase
      of
      145.8%. This increase was primarily a result of non-cash interest expense
      relating to the notes that we issued as part of our private
      financing. Included
      in the net loss applicable to common stockholders are preferred stock dividends
      of $0 and $1,194,000 for the three months ended June 30, 2007 and 2006,
      respectively.




16




**Six
      Months ended June 30, 2007 and 2006**





Total
      revenues for the six months ended June 30, 2007 and 2006, were $113,000 and
      $177,000, respectively. Revenues were derived from interest earned on cash
      and
      cash equivalents and other income. The decrease from 2006 to 2007 was attributed
      to lower investment balances and partially offset by higher interest rates.
      In
      2007 and 2006 other income included $50,000 and $50,000, respectively, received
      from a licensing agreement with Avon Products, Inc.





Our
      total
      expenses were approximately $9,277,000 for the six months ended June 30, 2007,
      compared to $2,841,000 for the six months ended June 30, 2006. This increase
      was
      primarily the result of approximately $5,235,000 of non-cash interest expense
      relating to the notes that we issued as part of our private
      financing.





Research
      and development expenses were $2,401,000 for the six months ended June 30,
      2007,
      as compared to $1,032,000 for the same period in 2006, an increase of
      $1,369,000, or 132.7%. This increase was attributed to increased patent
      expenses, clinical trial costs and preclinical expenses partially offset by
      a
      decrease in personnel cost and product liability insurance. In the six months
      ended June 30, 2007, of the total amount spent on research and development
      expenses, we incurred $1,166,000 in patent and licensing expenses, $156,000
      in
      personnel and personnel-related expenses, $103,000 in third party consulting
      and
      $63,000 in product liability insurance. In 2006, of the total amount spent
      on
      research and development expenses, we incurred $87,000 in patent expenses,
      $348,000 in personnel and personnel-related expenses, $164,000 in product
      liability insurance and $230,000 in third party consulting. Research and
      development expenses normally include third-party expenses associated with
      pre-clinical and clinical studies, manufacturing costs, including the
      development and preparation of clinical supplies, personnel and
      personnel-related expenses and facility expenses.





General
      and administrative expenses were $1,640,000 for the six months ended June 30,
      2007, as compared to $1,809,000 for the same period in 2006, a decrease of
      9.3%.
      The decrease is a result of lower personnel costs and insurance
      costs.





Our
      net
      loss applicable to common stockholders was $9,164,000 for the six months ended
      June 30, 2007, compared to $5,034,000 in the same period in 2006, an increase
      of
      82.1%. This increase was primarily a result of non-cash interest expense
      relating to the notes that we issued as part of our private
      financing. Included
      in the net loss applicable to common stockholders are preferred stock dividends
      of $0 and $2,369,000 for the six months ended June 30, 2007 and 2006,
      respectively.





**Liquidity
      and Capital Resources** ****




We
      had
      cash and cash equivalents at June 30, 2007, of $2,984,000, compared to
      $1,478,780 at December 31, 2006. The increase is attributable to $5,242,000
      of net cash provided by financing activities offset by $3,725,000 used in
      operating activities. At June 30, 2007, we had a negative working capital of
      $3,126,000.





We
      do not
      have any approved products and currently derive cash from sales of our
      securities, and interest on cash and cash equivalents. We are highly susceptible
      to conditions in the global financial markets and in the pharmaceutical
      industry. Positive and negative movement in those markets will continue to
      pose
      opportunities and challenges to us. Previous downturns in the market valuations
      of biotechnology companies and of the equity markets more generally have
      restricted our ability to raise additional capital on favorable
      terms.





On
      April
      5, 2007, we entered into a Series B Preferred Stock and Warrant Purchase
      Agreement (the “Agreement”) with institutional investors. Pursuant to the terms
      and subject to the conditions contained in the Series B Agreement, on July
      25,
      2007, we issued and sold to the Buyers, and the Buyers purchased from us,
      $25,000,000 of our newly created Series B Preferred Stock and warrants to
      purchase shares of our Series B Preferred Stock (the “Financing”).





On
      June
      1, 2007 the Company entered into Amendment No. 1 to the Series B Preferred
      Stock
      and Warrant Purchase Agreement (“Amendment No. 1 to the SPA”) by the Company and
      the Buyers, which amends the Series B Agreement. Pursuant to Amendment No.
      1 to
      the SPA, the per share price at which the Series B Preferred Stock of the
      Company will be sold in the proposed preferred stock financing, was fixed at
      a
      price of $0.05 (prior to the reverse stock split) per share. Prior to entering
      into Amendment No. 1 to the SPA, the price per share at which the Series B
      Preferred Stock of the Company was sold in the financing was to be within a
      range between $0.05 and $0.075 (each prior to the implementation of a reverse
      stock split) and was to be determined following the requisite shareholder vote
      regarding the financing and the reverse stock split, as set forth in the Series
      B Agreement.




17




On
      June
      1, 2007, we entered into an omnibus amendment (the “Omnibus Amendment”) with the
      holders of the Company’s Senior Secured Convertible Promissory Notes, dated
      January 11, 2007 (the “Notes”). The Omnibus Amendment amended the following
      documents: (i) the Note and Warrant Purchase Agreement, dated January 11, 2007
      (the “Note Purchase Agreement”), (ii) the Notes, and (iii) the warrants issued
      to the holders of the Notes, each dated January 11, 2007 (the “Warrants”).
      Pursuant to the Omnibus Amendment, the Note Purchase Agreement was amended
      to
      provide for the issuance of an additional $3,000,000 of indebtedness by the
      Company. In order to provide for such additional indebtedness, the Notes, in
      the
      original principal amount of $3,000,000, were cancelled and replaced with
      amended and restated senior convertible promissory notes in an aggregate
      principal amount of $6,000,000 (the “New Notes”). The New Notes increased
      certain penalties contained in the Notes if the proposed preferred stock
      financing transaction between us and the holders of the Notes was not closed
      by
      July 31, 2007, as follows: we would have been obligated to pay to the holders
      of
      the New Notes a $6,000,000 penalty in addition to the outstanding principal
      and
      interest that will become due under the New Notes on July 31, 2007, and we
      would
      have been obligated to pay the holders 30% of any amount received by us from
      financing, sale or licensing transactions completed prior to June 30, 2009,
      subject to a cap of $8,000,000.




On
      July
      20, 2007, at our annual meeting of stockholders, our stockholders approved the
      issuance of securities in the financing pursuant to the Series B Agreement.
      At
      the closing of the financing, on July 25, 2007, we issued 10,000,000 shares
      of
      our Series B Preferred Stock and warrants to purchase 2,500,000 shares of Series
      B Preferred Stock to the Buyers. These warrants are exercisable for a period
      of
      five years commencing on July 25, 2007 at an exercise price of $2.50 per share.





Contemporaneously
      with the execution and delivery of the Note Purchase Agreement and the issuance
      by us to the Buyers of the Notes and the Warrants, the Parties executed (i)
      a
      Security and Guaranty Agreement (the “Security Agreement”), pursuant to which
      the Company and our wholly owned subsidiary HaptoGuard agreed to provide to
      the
      Buyers a first priority security interest in certain Collateral (as this term
      is
      defined in the Security Agreement) to secure the Company’s obligations under the
      Agreement and the New Notes, and (ii) an Intellectual Property Security
      Agreement (“Intellectual Property Security Agreement”), pursuant to which the
      Company and HaptoGuard agreed to provide to the Buyer a first priority security
      interest in certain IP Collateral (as this term is defined in the Intellectual
      Property Security Agreements) to secure our obligations under the Agreement
      and
      the New Notes. The
      Security Agreement and the security interest in certain Collateral, terminated
      upon the conversion of the New Notes.





In
      addition, in connection with the execution and delivery of the Note Purchase
      Agreement, we have amended our Amended and Restated Stockholder Rights
      Agreement, dated as of July 27, 2005 (the “Rights Agreement”), to provide that
      the Buyers would not be deemed Acquiring Persons (as defined in the Rights
      Agreement) and that the purchase of the Notes and Warrants by the Buyers would
      not be deemed to trigger a Stock Acquisition Date or a Distribution Date each
      as
      defined in the Rights Agreement.




18




The
      following unaudited pro forma financial information presents the condensed
      consolidated Balance Sheet of the Company as if the financing and related
      transactions took place on June 30, 2007, instead of July 25, 2007, which is
      inclusive of the issuance of the preferred stock.




$(000)Cash
                and cash equivalents
            
            $
            21,819All
                other assets
            
            
            1,191Total
                assets
            
            
            23,010Total
                liabilities
            
            
            3,012Total
                stockholders’ equity
            
            
            19,998Total
                liabilities and stockholders’ equity
            
            $
            23,010





We
      submitted a Plan of Compliance to AMEX on November 6, 2006, outlining our
      operational plan and strategic objectives, and amended our Plan of Compliance
      on
      January 3, 2007 and January 5, 2007. The Plan of Compliance was prepared in
      response to a letter received from AMEX on October 9, 2006, indicating we were
      below certain continued listing standards. These standards were (i) Section
      1003(a)(i) of the AMEX Company Guide, as a result of our stockholder’s equity of
      less than $2,000,000 and losses from continuing operations and/or net losses
      in
      two out of our three most recent fiscal years; (ii) Section 1003(a)(ii) of
      the
      AMEX Company Guide, as a result of our shareholder’s equity of less than
      $4,000,000 and losses from continuing operations and/or net losses in three
      out
      of our four most recent fiscal years; and (iii) Section 1003(a)(iii) of the
      AMEX
      Company Guide, as a result of our stockholder’s equity of less than $6,000,000
      and losses from continuing operations and/or net losses in our five most recent
      fiscal years. To date, we have not regained compliance with such continued
      listing standards, but we are working towards achieving that goal consistent
      with our Plan of Compliance.




On
      January 24, 2007, we received a notice from the staff (the “Staff”) of AMEX,
      that AMEX has accepted our plan to regain compliance with AMEX continued listing
      standards, and that our listing will be continued pursuant to an extension
      until
      April 9, 2008 (the “Extension Period”).





We
      will
      be subject to periodic review by the Staff during the Extension Period, and
      are
      required to provide the Staff with periodic updates in connection with the
      Plan
      of Compliance. Failure to make progress consistent with the Plan of Compliance
      or to regain compliance with the continued listing standards by the end of
      the
      Extension Period could result in our being delisted from AMEX.





On
      April
      1, 2007, we entered into an amendment of our License and Research Agreement
      with
      Bio-Rap Technologies Ltd. (“Bio-Rap”). Among other changes, the amendment
      extends to all fields our rights to sell therapeutic and diagnostic product
      pursuant to the licenses granted in that agreement.





In
      addition, the amendment will result in an increase in annual research funding
      provided by us to Bio-Rap, and in our making certain defined payments to Bio-Rap
      over the course of the next 18 months. Other payments due to Bio-Rap based
      on
      our sales of diagnostic products or grant of sublicense rights, including
      royalties, milestone payments and payments attributable to sublicense revenue,
      are significantly reduced. The amendment gives us the right to further reduce
      royalty payments on diagnostic products on making a one time payment within
      eight years, and to further reduce payments resulting from sublicense revenue
      on
      a one time payment made within the next five years. (See Note 7 -- Bio-Rap
      Technologies).





On
      April
      2, 2007, we entered into an Amended and Restated Exclusive License Agreement
      with Oxis International (“Oxis”) that includes a worldwide exclusive license
      granted by Oxis to us 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 our license to all uses of the licensed
      technology and eliminates the exclusive right of Oxis to act as a supplier
      of
      licensed product for us.




19




The
      amended agreement also requires that we 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. We further commit to
      a
      minimum investment in a development program from
      licensed products.





The
      amount and timing of our future capital requirements will depend on numerous
      factors, including the timing of resuming our
      research and development programs, if at all, the number and characteristics
      of
      product candidates that we pursue, the conduct of preclinical tests and clinical
      studies, the status and timelines of regulatory submissions, the costs
      associated with protecting patents and other proprietary rights, the ability
      to
      complete strategic collaborations and the availability of third-party funding,
      if any.





Selling
      securities to satisfy our capital requirements may have the effect of materially
      diluting the current holders of our outstanding stock. We may also seek
      additional funding through corporate collaborations and other financing
      vehicles. There can be no assurances that such funding will be available at
      all
      or on terms acceptable to us. We have significantly curtailed our research
      and
      development programs, until additional financing is obtained, if ever. If funds
      are obtained through arrangements with collaborative partners or others, we
      may
      be required to relinquish rights to our technologies or product candidates
      and
      alter our plans for the development of our product candidates. If we are unable
      to obtain the necessary funding, we may be forced to cease operations. There
      can
      be no assurance that the products or technologies acquired in the merger will
      result in revenues to the combined company or any meaningful return on
      investment to our stockholders .





***Forward-Looking
      Statements and Cautionary Statements***





Statements
      in this Form 10-Q that are not statements or descriptions of historical facts
      are "forward-looking" statements under Section 21E of the Securities Exchange
      Act of 1934, as amended, and the Private Securities Litigation Reform Act of
      1995, and are subject to numerous risks and uncertainties. These forward-looking
      statements and other forward-looking statements made by us or our
      representatives are based on a number of assumptions. The words "believe,"
      "expect," "anticipate," "intend," "estimate" or other expressions, which are
      predictions of or indicate future events and trends and which do not relate
      to
      historical matters, identify forward-looking statements. Readers are cautioned
      not to place undue reliance on these forward-looking statements, as they involve
      risks and uncertainties, and actual results could differ materially from those
      currently anticipated due to a number of factors, including those set forth
      in
      this section and elsewhere in this Form 10-Q. These factors include, but are
      not
      limited to, the risks set forth below.





The
      forward-looking statements represent our judgments and expectations as of the
      date of this Report. We assume no obligation to update any such forward-looking
      statements. See Part II, Item 1A - Risk Factors.





**ITEM
      3.**  **Qualitative
      and Quantitative Disclosures about Market Risk.**





Our
      exposure to market risk for changes in interest rates relates primarily to
      our
      investment in marketable securities. We do not use derivative financial
      instruments in our investments. All of our investments resided in money market
      accounts. Accordingly, we do not believe that there is any material market
      risk
      exposure with respect to derivative or other financial instruments that would
      require disclosure under this Item.





**ITEM
      4T.**  **Controls
      and Procedures.**





a)  *Evaluation* ****** *of
      Disclosure Controls and Procedures.* Our
      management has evaluated, with the participation of our Chief Executive Officer
      and our principal financial and accounting officer, the effectiveness of our
      disclosure controls and procedures (as defined in Rule 13a-15(e) under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
      end
      of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based
      upon
      that evaluation, the Chief Executive Officer and the principal financial and
      accounting officer have concluded that as of the end of such fiscal quarter,
      our
      current disclosure controls and procedures were not effective, because of the
      material weakness in internal control over financial reporting described below.
      We have taken, and are continuing to take, steps to address this weakness as
      described below. With the exception of such weakness, however, the Chief
      Executive Officer and the principal financial and accounting officer believe
      that our current disclosure controls and procedures are adequate to ensure
      that
      information required to be disclosed in the reports we file under the Exchange
      Act is recorded, processed, summarized and reported on a timely
      basis.




20




b)   *Material
      Weaknesses and Changes in Internal Controls* .
      During
      the review of our financial statements for the three and six-month periods
      ended
      June 30, 2007, our independent registered public accounting firm identified
      material weaknesses regarding our internal controls over the recording of an
      obligation related to the restructuring of an agreement related in part to
      the
      financing and an obligation to purchase an investment during the second quarter
      ended June 30, 2007. As defined by the Public Company Accounting Oversight
      Board
      Auditing Standard No. 5, a material weakness is a deficiency or a combination
      of
      deficiencies, in internal control over financial reporting, such that there
      is a
      reasonable possibility that a material misstatement of the annual or interim
      financial statements will not be prevented or detected. Since this material
      weakness was identified by our independent registered public accounting firm
      in
      connection with its review of the financial statements in this Form 10-Q, the
      transactions subject to these issues are correctly accounted for and disclosed
      by us in the financial statements included in this Form 10-Q and no restatement
      of any previously filed financial statements is required. However, on a going
      forward basis, management will continue to evaluate our disclosure controls
      and
      procedures concerning the recording of commitments in order to prevent the
      recurrence of the circumstance that resulted in the material weakness identified
      in connection with the review of the financial statements in this Form
      10-Q.





c)  Except
      for the changes in controls described above, there were no changes in our
      internal control over financial reporting (as defined in Rules 13a-15(f) and
      15d-15(f) under the Exchange Act) during the fiscal quarter covered by this
      Quarterly Report on Form 10-Q that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.




21




**PART
      II - OTHER INFORMATION**





**ITEM
      1A. Risk Factors.**





There
      have been no material changes to the risk factors in our Annual Report on Form
      10-K, for the fiscal year ended December 31, 2006, other than as set forth
      below:





**Risks
      Related to Our Business**




***The
      holders of the Series B Preferred Stock are entitled to rights
      and preferences that are significantly greater than the rights and preferences
      of the holders of our common stock, including preferential payments upon a
      liquidation, as well as a dividend and registration rights associated with
      their
      shares.***




Holders
      of the Company’s Series B Preferred Stock are entitled to a number of rights and
      preferences which holders of shares of our outstanding common stock do not
      and
      will not have. Among these rights and preferences is a preference on liquidation
      of the Company, which means that holders of the Series B Preferred Stock will
      be
      entitled to receive the proceeds out of any sale or liquidation of the Company
      before any such proceeds are paid to holders of our common stock. In general,
      if
      the proceeds received upon any sale or liquidation do not exceed the total
      liquidation proceeds payable to the holders of the Series B Preferred Stock,
      holders of common stock would received no value for their shares upon such
      a
      sale or liquidation. In addition, shares of the Series B Preferred Stock accrue
      dividends at a rate of 8% per year for a period of five years from the date
      on
      which the shares of Series B Preferred Stock were issued.




Holders
      of the Series B Preferred Stock also have significant rights with respect to
      certain actions that the Company may wish to take from time to time. At any
      time
      when any shares of Series B Preferred Stock remain outstanding, the Company
      may
      not, without the consent of the holders of a majority of the shares held by
      holders of at least $4,000,000 (measured as of the original issue date) worth
      of
      Series B Preferred Stock:




·
            incur
                debt in excess of $2,000,000;




·
            authorize
                securities at a price per share less than the price per share that
                the
                Series B Preferred Stock has been sold under the Series B Purchase
                Agreement;




·
            increase
                the authorized capital of the Company;




·
            create
                any new classes or series of stock with rights senior to the common
                stock;




·
            issue
                any shares of the Company’s Series A Preferred Stock, other than in
                accordance with the Company’s shareholder rights plan;




·
            amend
                any provision of the Company’s Certificate of Incorporation or Bylaws that
                changes the rights of the Series B Preferred Stock;




·
            pay
                or declare any dividend on any capital stock of the Company;




·
            purchase
                or redeem any securities;




·
            issue
                any securities to employees other than pursuant to the Plan, or increase
                the number of shares of common stock reserved for issuance under
                the Plan;




·
            liquidate,
                dissolve or wind-up;




·
            merge
                with another entity;




·
            sell
                or dispose of any assets of the Company, including the sale or
                license of its intellectual property;




22




·
            change
                the number of directors;




·
            amend
                any portion of the Company’s Certificate of Incorporation or Bylaws;




·
            materially
                change the nature of the Company’s business;




·
            intentionally
                take any action that may result in the Company’s stock no longer being
                approved for quotation on the AMEX or NASDAQ, or that would cause
                the
                common stock of the Company to no longer be registered pursuant to
                Section
                12 of the Securities Exchange Act of 1934; or




·
            amend
                any material agreement that has been filed with the Securities and
                Exchange Commission.




As
      a
      result, the Company will not be able to take any of these actions without first
      seeking and obtaining the approval of the holders of the Series B Preferred
      Stock. We may not be able to obtain such approval in a timely manner or at
      all,
      even if we think that taking the action for which we seek approval is in the
      best interests of the Company.




The
      Company has also entered into a Registration Rights Agreement with the holders
      of the Series B Preferred Stock, under which the Company has agreed to register
      the resale by those holders of the shares of common stock issuable upon
      conversion of the shares of Series B Preferred Stock, as well as upon conversion
      of the shares of Series B Preferred Stock underlying the Warrants sold in the
      financing. A failure to file the registration statement or to have the
      registration statement declared effective in a timely manner, among other
      things, would result in payment by the Company to each investor of liquidated
      damages in cash, subject to limitations set forth in the Registration Rights
      Agreement. These liquidated damages would generally be equal to 1% of the
      aggregate purchase price paid by the holder of the Series B Preferred Stock,
      payable on the date the failure occurs and on each monthly anniversary of such
      date until the event is cured, subject to an overall limit of 8% for each
      calendar year. If we are required to pay liquidated damages under this
      agreement, the payments could have a material adverse effect on our results
      of
      operations.





***The
      holders of the Series B Preferred Stock represent a significant voting interest
      in the Company.***





The
      Series B Preferred Stock is convertible into common stock at any time at the
      option of the holder at an initial conversion rate of 1:1, subject to
      adjustment. Assuming the full conversion of all of the shares of Series B
      Preferred Stock into our common stock, and the exercise all of warrants to
      acquire shares of Series B Preferred Stock which are then converted into shares
      of our common stock, the holders of the Series B Preferred Stock would represent
      approximately 83% of our issued and outstanding capital stock as of June 30,
      2007. Accordingly, in the event that all of the shares of Series B Preferred
      Stock were to be converted into our common stock, a change in control of the
      Company would occur. Prior to such conversion, each holder of Series B Preferred
      Stock is entitled to cast the number of votes equal to one-half of the number
      of
      whole shares of common stock into which the shares of Series B Preferred Stock
      held by such holder are convertible. Therefore, on the date of issuance of
      the
      Series B Preferred Stock, the holders of Series B Preferred Stock held
      approximately 41% of the voting power of the Company.





***Failure
      to remediate the material weaknesses in our internal controls and to achieve
      and
      maintain effective internal control in accordance with Section 404 of the
      Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business
      and stock price.***





During
      the review of our financial statements for the three and six-month periods
      ended
      June 30, 2007, our independent registered public accounting firm identified
      material weaknesses regarding our internal controls over the recording of an
      obligation related to the restructuring of an agreement related in part to
      the
      financing and an obligation to purchase an investment during the second quarter
      ended June 30, 2007. As defined by the Public Company Accounting Oversight
      Board
      Auditing Standard No. 5, a material weakness is a deficiency or a combination
      of
      deficiencies, in internal control over financial reporting, such that there
      is a
      reasonable possibility that a material misstatement of the annual or interim
      financial statements will not be prevented or detected. Since this material
      weakness was identified by our independent registered public accounting firm
      in
      connection with its review of the financial statements in this Form 10-Q, the
      transactions subject to these issues are correctly accounted for and disclosed
      by us in the financial statements included in this Form 10-Q and no restatement
      of any previously filed financial statements is required. However, on a going
      forward basis, management will continue to evaluate our disclosure controls
      and
      procedures concerning the recording of commitments in order to prevent the
      recurrence of the circumstance that resulted in the material weakness identified
      in connection with the review of the financial statements in this Form
      10-Q.  However,
      we cannot currently assure you that the remedial measures that are currently
      being implemented will be sufficient to result in a conclusion that our internal
      controls no longer contain any material weaknesses, and that our internal
      controls are effective. In addition, we cannot assure you that, even if we
      are
      able to achieve effective internal control over financial reporting, our
      internal controls will remain effective for any period of time. The failure
      to
      maintain effective internal control over financial reporting could have a
      material adverse effect on our business and stock price.




23




***The
      sale of a substantial number of shares of our common stock could cause the
      market price of our common stock to decline and may impair our ability to raise
      capital through additional offerings.***





We
      currently have outstanding warrants and options to purchase an aggregate of
      3,757,966 shares of our common stock, including warrants to purchase 3,551,640
      shares of our common stock.





Sales
      of
      these shares in the public market, or the perception that future sales of such
      shares could occur, could have the effect of lowering the market price of our
      common stock below current levels and make it more difficult for us and our
      stockholders to sell our equity securities in the future.





Our
      executive officers, directors and holders of more than 5% of our common stock
      collectively beneficially own approximately 29% of the outstanding common stock,
      which includes fully vested options to purchase common stock. In addition,
      approximately 162,672 shares of common stock issuable upon exercise of vested
      stock options could become available for immediate resale if such options were
      exercised.





The
      actual sale or the availability for sale, of shares of common stock by
      stockholders could cause the market price of our common stock to decline and
      could impair our ability to raise capital through an offering of additional
      securities.





**ITEM
      4.**  **Submission
      of Matters to a Vote of Security-Holders**





The
      Annual Meeting of Stockholders of the Company (the “Meeting”) was held on July
      20, 2007. The following matters were voted upon at the Meeting: (i) an amendment
      to the Company’s 2005 Stock Plan to reserve up to an additional 53,000,000
      shares (prior to the implementation of the reverse stock split) of common stock
      for issuance under the Plan; (ii) the issuance of shares of the Company’s Series
      B Preferred Stock, warrants to purchase Series B Preferred Stock, shares of
      Series B Preferred Stock issuable upon exercise of such warrants and our common
      stock issuable upon conversion of Series B Preferred Stock, each pursuant to
      the
      Series B Preferred Stock and Warrant Purchase Agreement, dated as of April
      5,
      2007, as amended on June 1, 2007; (iii) our Amended and Restated Certificate
      of
      Incorporation, which will be amended in order to increase the authorized number
      of shares of preferred stock; (iv) our Amended and Restated Certificate of
      Incorporation, which will be amended in order to designate the rights and
      preferences of the Series B Preferred Stock; (v) the Company’s Amended and
      Restated Certificate of Incorporation, which will be amended in order to change
      of the name of the Company from Alteon Inc. to Synvista Therapeutics, Inc.;
      (vi)
      our Amended and Restated Certificate of Incorporation, which will be amended
      in
      order to change the provisions regarding the indemnification of Directors;
      (vii)
      our Amended and Restated Certificate of Incorporation, which will be amended
      in
      order to A remove references to retired classes of preferred stock; (viii)
      our
      Amended and Restated Certificate of Incorporation, which will be amended in
      order to effect a reverse stock split of our common stock at a ratio within
      the
      range of 1:50 to 1:100, with the specific ratio to be determined by the Board
      of
      Directors of the Company; (ix) Adjournment of the Annual Meeting if necessary; and (x) to
      ratify the appointment of J.H. Cohn LLP as the Company’s independent registered
      public accounting firm for the fiscal year ending December 31,
      2007.




24


The
      number of votes reflected are prior to the implementation of the reverse stock
      split.





(i)  The
      number of votes cast for, against and abstaining from the proposal to approve
      an
      amendment to the our 2005 Stock Plan to reserve up to an additional 53,000,000
      shares (prior to the implementation of the reverse stock split) of common stock
      for issuance under the Plan, were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions
            
            Broker
                Non-Votes69,401,200
            
            3,877,417
            
            896,877
            
            46,405,465





(ii)  The
      number of votes cast for, against and abstaining from the proposal the issuance
      of shares of our Series B Preferred Stock, warrants to purchase Series B
      Preferred Stock, shares of Series B Preferred Stock issuable upon exercise
      of
      such warrants and our common stock issuable upon conversion of Series B
      Preferred Stock, each pursuant to the Series B Preferred Stock and Warrant
      Purchase Agreement, dated as of April 5, 2007, as amended on June 1, 2007,
      were
      as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions
            
            Broker
                Non-Votes70,229,000
            
            2,980,118
            
            966,376
            
            46,405,465





(iii)  The
      number of votes cast for, against and abstaining from the proposal the Company’s
      Amended and Restated Certificate of Incorporation, which will be amended in
      order to increase the authorized number of shares of preferred stock of the
      corporation, were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions
            
            Broker
                Non-Votes70,207,506
            
            2,809,244
            
            1,158,744
            
            46,405,465





(iv)  The
      number of votes cast for, against and abstaining from the proposal for the
      approval of the Company’s Amended and Restated Certificate of Incorporation,
      which will be amended in order to designate the rights and preferences of the
      Series B Preferred Stock, were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions
            
            Broker
                Non-Votes70,288,179
            
            2,956,779
            
            930,536
            
            46,405,465




(v)  The
      number of votes cast for, against and abstaing from the proposal for the
      approval of the Company’s Amended and Restated Certificate of Incorporation,
      which will be amended in order to change the name of the Company from Alteon
      Inc. to Synvista Therapeutics, Inc., were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions115,892,664
            
            1,977,351
            
            2,710,941




(vi)  The
      number of votes cast for, against and abstaining from the proposal for the
      approval the Company’s Amended and Restated Certificate of Incorporation, which
      will be amended in order to change the provisions regarding the indemnification
      of Directors, were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions110,831,076
            
            7,344,758
            
            2,405,122





25


(vii)  The
      number of votes cast for, against and abstaining from the proposal for the
      approval of the Company’s Amended and Restated Certificate of Incorporation,
      which will be amended in order to A remove references to retired classes of
      preferred stock, were as follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions
            
            Broker
                Non-Votes71,732,694
            
            1,513,025
            
            929,775
            
            46,405,465





(viii)
      The number of votes cast for, against and abstaining from the proposal for
      the
      approval of the Company’s Amended and Restated Certificate of Incorporation,
      which will be amended in order to effect a reverse stock split of our common
      stock at a ratio within the range of 1:50 to 1:100, with the specific ratio
      to
      be determined by the Board of Directors of the Company, were as
      follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions114,161,904
            
            4,127,929
            
            2,291,124





(ix) The
      number of votes cast for, against and abstaining from the proposal for the
      approval of an adjournment of the Annual Meeting if necessary, were as
      follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions110,529,735
            
            7,591,809
            
            2,459,409





(x)
      The
      number of votes cast for, against and abstaining from the ratification the
      appointment of J.H. Cohn LLP as the Company’s independent registered public
      accounting firm for the fiscal year ending December 31, 2007, were as
      follows:





Votes
                For
            
            Votes
                Against
            
            Abstentions117,049,443
            
            979,702
            
            2,551,812





**ITEM
      6.**  **Exhibits.**





Exhibits





See
      the
“Exhibit Index” on page 28 for exhibits required to be filed with this Quarterly
      Report on Form 10-Q.





26





**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 thereunto
      duly authorized.





Date:
      August 14, 2007


**SYNVISTA
                THERAPEUTICS, INC.**By:
            /s/ Noah
              Berkowitz, M.D., Ph.D.Noah
              Berkowitz, M.D., Ph.D.President
              and
              Chief Executive Officer(principal executive
              officer)




By:
            /s/ Jeffrey
              P. SteinJeffrey
              P. Stein, CPA(principal
              financial and accounting officer)





27


**EXHIBIT
      INDEX**


Exhibit
                  No.
              
              Description
                  of Exhibit3.1
              
              Amended
                  and Restated Certificate of Incorporation of Synvista Therapeutics,
                  Inc.10.1
              
              Amended
                  and Restated Exclusive License Agreement by and between Synvista
                  Therapeutics, Inc. and Oxis International dated April 2,
                  2007.*10.2
              
              License
                  and Research Agreement by and between Synvista Therapeutics, Inc.
                  and
                  Bio-Rap Technologies Ltd. as amended*.31.1
              
              Certification
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.31.2
              
              Certification
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.32.1
              
              Certification
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.







*
      Confidential treatment has been requested for portions of this
      exhibit.





28