EX-10.2



 Exhibit 10.2 
 CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk
(“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission. 
 Form of [*****] Promissory Note Extension 
 PROMISSORY NOTE EXTENSION
AGREEMENT 
 This PROMISSORY NOTE EXTENSION AGREEMENT (this “Agreement”) is entered into as of June 1,
2012, between Emisphere Technologies, Inc., a Delaware corporation (“Maker”) and [MHR entity] (“Creditor”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Promissory
Note (as defined below). 
 WHEREAS, Maker and Creditor are parties to that certain Promissory Note, in the principal sum of
[$100,000], dated as of June 8, 2010 (the “Promissory Note”); and 
 WHEREAS, the parties to the
Promissory Note desire to extend the Maturity Date. 
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Maker and Creditor hereby agree as follows: 
 1. Extension. The Maturity Date is
extended from June 8, 2012 to September 26, 2012, subject to the terms and conditions set forth under this Agreement. 

2. References; No Further Modifications; No Defaults. All references in the Letter Agreement, by and between Maker and MHR
Institutional Partners IIA LP, dated June 8, 2010, to the “[*****] Promissory Note” shall be deemed to be references to the Promissory Note as extended hereby. Except as extended hereby, the Promissory Note shall remain unchanged and
in full force and effect. Maker, by its execution of this Agreement, certifies that as of the date hereof, no default under the Promissory Note has occurred and is continuing, including as a result of this Agreement. 

3. Reaffirmation. Maker hereby renews, reaffirms, ratifies and confirms the terms and provisions of the Promissory Note and
acknowledges and agrees that the Promissory Note remains in full force and effect without impairment and without modification (except as specifically provided herein), and that no rights or remedies of the Creditor have been waived or shall be
deemed to have been waived by virtue of the execution and delivery of this Agreement by the parties hereto. 
 4. Governing
Law. The validity, interpretation and enforcement of this Agreement shall be governed by, and construed in accordance with, the law of the state of New York applicable to agreements made and to be performed entirely within such state.

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 
  

									
	MAKER:	 		 	EMISPHERE TECHNOLOGIES, INC.
				
		 		 	By:	 	 
		 		 		 	 Name:
 Title:
	 	









									
	CREDITOR:	 		 	[_____________________________________]
				
		 		 	By:	 	[____________________],
		 		 		 	its General Partner
				
		 		 	By:	 	 
		 		 		 	 Name:

Title:
	 	 Mark H. Rachesky

President


 [Signature Page – Promissory Note Extension Agreement]