Exhibit
10.1

    


    Execution
Copy

    


    SYNVISTA
THERAPEUTICS, INC.

    


    NOTE
PURCHASE AGREEMENT

    


    February
24, 2009

    


    Synvista
Therapeutics, Inc.

    221 West
Grand Avenue

    Montvale,
NJ 07645

    


    Ladies
and Gentlemen:

     

    1.       Purchase and
Sale.  On the Closing Date (as defined herein), Synvista
Therapeutics, Inc., a Delaware corporation (the “Company”) hereby agrees to
issue and sell to each of the undersigned holders of the Company’s Series B
Preferred Stock, $0.01 par value per share (each a “Holder” and, collectively, the
“Holders”), a Senior
Secured Promissory Note, in the form attached hereto as Exhibit A (each, a
“Note” and,
collectively, the “Notes”), in the principal
amount set forth opposite such Holder’s name on Schedule
A.

     

    2.       Closing Date and
Payment. The closing (the “Closing”) of the issuance and
sale of the Notes shall take place at the offices of the Company at 10:00 a.m.
on the date hereof (the “Closing Date”).

     

    3.      
Representations and
Warranties of each Holder.  Each Holder hereby acknowledges,
represents, warrants and/or agrees as follows:

     

    (a)         The
sale of the Notes has not been registered under the Securities Act of 1933, as
amended, or any successor statute (the “Securities Act”), or any state
securities laws.  The Holder understands that the offering and sale of
the Notes is intended to be exempt from registration under the Securities Act,
by virtue of Section 4(2) and/or Section 4(6) of the Securities Act and the
provisions of Regulation D promulgated thereunder;

     

    (b)       
The Holder is acquiring the Notes solely for its own account for investment and
not with a view to resale or distribution and has no present intention of
transferring the Notes to any other person or entity;

     

    (c)         The
Holder is an “accredited investor” as that term is defined in Rule 501 of
Regulation D under the Securities Act;

     

    
      
        
        

      

      
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    (d)         The
Holder is a sophisticated investor and has such knowledge and experience in
financial, tax, and business matters, including, without limitation, experience
in investments by actual participation, so as to enable it to utilize the
information made available to it in connection with the offering of the Notes,
to evaluate the merits and risks of an investment in the Notes and to make an
informed investment decision with respect thereto;

     

    (e)       
The Holder is either a natural person or an entity which was not formed for the
specific purpose of acquiring the Notes.  With respect to any
entity-Holder, the execution, delivery and performance of this Agreement by the
Holder have been duly authorized and the Agreement is a valid and legally
binding agreement of the Holder;

     

    (f)         
The Holder has received all documents requested by the Holder regarding the
Company and has reviewed them and believes it is well-informed about the
Company;

     

    (g)         The
Holder acknowledges that neither the U.S. Securities and Exchange Commission
(“SEC”) nor any U.S.
state or foreign securities commission has approved the Notes or passed upon or
endorsed the merits of the offering;

     

    (h)         The
Holder is aware that an investment in the Notes involves a number of very
significant risks;

     

    (i)          The
Holder must bear the economic risk of the investment indefinitely because the
Notes may not be sold, hypothecated or otherwise disposed of unless subsequently
registered under the Securities Act and applicable state securities laws or an
exemption from registration is available.  Legends shall be placed on
the Notes to the effect that they have not been registered under the Securities
Act or applicable state securities laws and of the resulting limitations on
transfer and that appropriate notations thereof will be made in the Company’s
books and stock transfer records;

     

    (j)          The
aggregate purchase price of the Notes does not exceed twenty percent (20%) of
the investor’s net worth;

     

    (k)         The
Holder has taken no action which would give rise to any claim by any person for
brokerage commission, finders’ fees or the like relating to this Agreement or
the transactions contemplated hereby; and

     

    (l)         
The information contained herein is accurate and may be relied upon by the
Company in determining the availability of an exemption from registration under
Federal and state securities laws in connection with the offering of the
Notes.

     

    
      
        
        

      

      
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    4.       Representations and
Warranties of the Company.  The Company hereby acknowledges,
represents, warrants and/or agrees as follows:

     

    (a)         Organization, Standing and
Qualification of the Company.  The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.  The Company has all requisite corporate power and
authority to own and operate its properties and to carry on its business as now
being conducted and as proposed to be conducted.  The Company is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which failure to so qualify would materially and adversely
affect the business, properties, operations or condition, financial or
otherwise, of the Company.  The resolutions adopted by the directors
of the Company on February 20, 2009 authorizing the transactions contemplated by
this Agreement have not been amended or modified in any way, have not been
rescinded and are in full force and effect on the date hereof.

     

    (b)         Corporate Authority;
Enforceability.  The Company has full right, power and
authority to issue and sell the Notes as herein contemplated and the Company has
full power and authority to enter into and perform its obligations under this
Agreement, the Notes, the Security Agreement (defined in Section 7(a)), and the
Intellectual Property Security Agreement (defined in Section
7(a)).  The execution and delivery of this Agreement, the Notes, the
Security Agreement, and the Intellectual Property Security Agreement by the
Company and the consummation of the transactions contemplated herein and therein
have been duly authorized and approved by all requisite corporate action, and
each of this Agreement, the Notes, the Security Agreement, and the Intellectual
Property Security Agreement are a valid and legally binding obligation of the
Company; provided, however, (i) that
insofar as any foreclosure on the Collateral (as defined in Section 6(a) hereof)
would constitute a sale of all or substantially all of the Company’s assets
requiring stockholder approval, such stockholder approval has not been obtained,
and (ii) that the Company must file a Certificate of Designations with the
Secretary of State of the State of Delaware to designate 2,100,000 shares of its
currently undesignated Preferred Stock, $0.01 par value per share, as Series B
Preferred Stock, in order to make such shares available for the payment to the
Holders of dividends on such shares of Series B Preferred Stock, pursuant to the
terms of the Company’s Amended and Restated Certificate of Incorporation (the
“Charter”), and that, in the event that the dividends payable under the Charter
to the Holders are likely to exceed 2,100,000 shares of Series B Preferred
Stock, the Company shall be required to include a proposal in the proxy
statement for its annual meeting of stockholders to be held in 2009 to amend its
Charter to increase the authorized number of shares of Series B Preferred
Stock.

     

    (c)         Conflicts.  Subject
to Section 4(b)(i) and (ii) above, and to the consent of the Holders to the
execution by the Company of this Agreement, the Notes, the Security Agreement
and the Intellectual Property Security Agreement, neither the authorization,
execution and delivery of this Agreement, the Notes, the Security Agreement, and
the Intellectual Property Security Agreement nor the consummation of the
transactions herein and therein contemplated, will (i) conflict with or result
in a breach of any of the terms of the Company’s Certificate of Incorporation or
By-Laws, (ii) violate any judgment, order, injunction, decree or award of any
court or governmental body, having jurisdiction over the Company, against or
binding on the Company or to which its property is subject, (iii) violate any
material law or regulation of any jurisdiction which is applicable to the
Company, (iv) violate, conflict with or result in the breach or termination of,
or constitute a default under, the terms of any material agreement to which the
Company is a party, except for such violations or defaults which do not
materially and adversely affect the business, assets, operations or financial
condition of the Company, or (v) violate or conflict with the rules and
regulations of the NYSE Alternext LLC (the “NYSE Alternext”) applicable to
the Company.

     

    
      
        
        

      

      
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    (d)         Capitalization. The
capitalization of the Company is as set forth on Schedule 4(d)
attached hereto.  The Company has not issued any capital stock since
its most recently filed periodic report under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), other than pursuant to the exercise of employee stock options
under the Company’s stock option plans and the issuance of shares of Common
Stock to employees pursuant to the Company’s employee stock purchase plan
outstanding as of the date of the most recently filed periodic report under the
Exchange Act.  All of the outstanding shares of capital stock of the
Company are validly issued, fully paid and nonassessable.  Except for
the consents from BIO-RAP Technologies Ltd. (“BIO-RAP”) and from the Holders, no
approval or authorization of any stockholder or the Board of Directors of the
Company is required for the issuance and sale of the Notes.  The
issuance of the Notes pursuant to the provisions of this Agreement will not
violate any preemptive rights or rights of first refusal granted by the Company
that will not be validly waived or complied with, and will be free of any liens
or encumbrances, other than any liens or encumbrances created by or imposed upon
the Holders through no action of the Company.  There are no
stockholders agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s
stockholders.

    


    (e)         Litigation. There are
no actions, suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority now
pending, or, to the best knowledge of the Company, threatened against the
Company which, if adversely determined, could materially and adversely affect
the business, assets, operations or condition, financial or otherwise, of the
Company. There is no action, suit or proceeding by the Company currently pending
or that the Company currently intends to initiate.

     

    (f)          Compliance with Laws.
The Company is not in violation of any statute, law, rule or regulation, or in
default with respect to any judgment, writ, injunction, decree, rule or
regulation of any court or governmental agency or instrumentality, except for
such violations or defaults which do not materially and adversely affect the
business, assets, operations or condition, financial or otherwise, of the
Company.

    


    
      
        
        

      

      
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    (g)         Governmental
Consents.  Subject to the accuracy of the representations and
warranties of the Holders set forth herein, no registration or filing with, or
consent or approval of or other action by, any Federal, state or other
government agency under laws and regulations thereof as now in effect is or will
be necessary for the valid execution, delivery and performance by the Company of
this Agreement, the Security Agreement, and the Intellectual Property Security
Agreement, and the issuance, sale and delivery of the Notes, other than the
filing of a Form D with the SEC and the filings required by state securities
law.

     

    (h)         Title. The Company
has good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by it which is material to the
business of the Company, in each case free and clear of all liens, encumbrances
and defects except such as do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property
by the Company. Any real property and facilities held under lease by the Company
are held by it under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and
proposed to be made of such property and buildings by the Company.

     

    (i)          Regulatory Matters.
The descriptions of the results of the clinical, pre-clinical and other trials,
studies and tests as set forth in the SEC Documents (as defined in Section
4(k)), provided to the Holders are accurate in all material respects and fairly
present the data derived from such trials, studies and tests. To the Company’s
knowledge, with respect to the Collateral, the Company has operated and
currently is in compliance in all material respects with applicable statutes and
implementing regulations administered or enforced by the United States Food and
Drug Administration (“FDA”). Except as set forth in
the SEC Documents, and except with respect to the Company’s voluntary
termination or suspension of the clinical, pre-clinical and other trials,
studies and tests with respect to the Collateral, the Company has not received
any warning letters or other written correspondence from the FDA and/or any
other governmental entity requiring the termination, suspension or modification
of any clinical, pre-clinical and other trials, studies or tests that are
material to the Collateral, requiring the submission of a Premarket Approval
Application with respect to the Collateral, or requiring the withdrawal,
suspension of use or material modification of any of the Company’s marketing
materials with respect to the Collateral.

     

    
      
        
        

      

      
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    (j)          Material License
Agreements.  Each of the Material License Agreements (as
defined below) is in full force and effect, and neither the Company nor, to its
knowledge, the licensor, is in breach of any Material License Agreement and the
Company is aware of no circumstances or grounds that would reasonably be
expected to give rise to a claim of material breach or right of rescission,
termination, revision, or amendment of any Material License
Agreement.  Subject to obtaining the consent of BIO-RAP, any consent
of the licensor required pursuant to any Material License Agreement in
connection with the transactions contemplated by this Agreement, the Security
Agreement, and the Intellectual Property Security Agreement has been obtained
and is in full force and effect.  As used herein, the term “Material License Agreement”
shall mean:  the Exclusive License Agreement dated as of September 28,
2004 by and between Oxis International, a Delaware corporation, and the Company,
as amended; the License and Research Agreement dated as of July 12, 2004 by and
between BIO-RAP, on its own behalf and on behalf of the Rappaport Family
Institute for Research in the Medical Sciences, and the Company, as amended (the
“BIO-RAP License Agreement”); the License Agreement dated as of February 1, 2009
by and between MicroCoat GmbH and the Company; the Agreement dated as of January
20, 2009 by and among Roche Diagnostics GmbH, F. Hoffmann-La Roche Ltd., Roche
Diagnostic Operations Inc. and the Company; and the License Agreement dated as
of June 15, 2004 by and between BIO-RAP and Associated Regional and University
Pathologists, Inc. doing business as ARUP Laboratories, as assigned to the
Company pursuant to an Assignment Agreement by and between BIO-RAP and the
Company dated as of April 1, 2007.

     

    (k)         SEC Documents; Financial
Statements.  During the two (2) years prior to the date
hereof, the Company has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act (all of the foregoing filed prior to
the date hereof and all exhibits included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC
Documents”).  The Company has delivered to the Holders or their
respective representatives true, correct and complete copies of each of the SEC
Documents not available on the Electronic Data Gathering, Analysis, and
Retrieval system of the SEC (“EDGAR”) that have been
requested by each Holder.  As of their respective dates, the SEC
Documents complied as to form in all material respects with the requirements of
the Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  As of their respective dates,
the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto as in effect
as of the time of filing.  Such financial statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied,
during the periods involved (except (i) as may be otherwise indicated in
such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).  The
Company has no liabilities or obligations required to be disclosed in the SEC
Documents that are not so disclosed in the SEC Documents, other than those
incurred in the ordinary course of the Company’s business.  The
information contained in the Company’s interim balance sheet as of September 30,
2008 is true and correct in all material respects.

     

    
      
        
        

      

      
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    (l)          Sarbanes-Oxley; Internal
Accounting Controls.  The Company’s certifying officers have
evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by the Company’s most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation
Date.

     

    (m)        Absence of Changes.
Except as disclosed in Schedule 4(m),
since September 30, 2008, and except as otherwise disclosed in the SEC
Documents, the Company has not (i) declared or paid any dividends,
(ii) sold any assets, individually or in the aggregate, in excess of One
Hundred Thousand Dollars ($100,000) outside of the ordinary course of business,
or (iii) had capital expenditures, individually or in the aggregate, in
excess of One Hundred Thousand Dollars ($100,000). During the two (2) years
prior to the date hereof, except as disclosed in the SEC Documents (i) the
Common Stock has been designated for quotation on the NYSE Alternext,
(ii) trading in the Common Stock has not been suspended by the SEC or the
NYSE Alternext and (iii) the Company has received no communication, written
or oral, from the SEC or the NYSE Alternext regarding the suspension or
delisting of the Common Stock from the NYSE Alternext.  The
Company has not taken any steps to seek protection pursuant to any bankruptcy
law nor does the Company have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings or any actual
knowledge of any fact which would reasonably lead any creditor or creditors
having claims individually or in the aggregate in excess of One Hundred Thousand
Dollars ($100,000) to do so. The SEC Documents set forth as of the dates thereof
all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has commitments. For the
purposes of this Agreement, “Indebtedness” shall mean (a)
any liabilities for borrowed money or amounts owed (other than trade accounts
payable incurred in the ordinary course of business), (b) all guaranties,
endorsements and other contingent obligations in respect of Indebtedness of
others, whether or not the same are or should be reflected in the Company’s
balance sheet (or the notes thereto), except guaranties by endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (c) the present value of any lease payments due
under leases required to be capitalized in accordance with GAAP. Neither the
Company nor any Subsidiary is in default with respect to any
Indebtedness.

     

    
      
        
        

      

      
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    (n)         Patents and
Trademarks. To the Company’s knowledge, the Company has rights to use all
patents, patent applications, trademarks, trademark applications, service marks,
trade names, trade secrets, inventions, copyrights, licenses and other
intellectual property rights and similar rights necessary or material for use in
connection with its business as described in the SEC Documents and which the
failure to so have would have a material adverse effect on the results of
operations, assets, business, or condition (financial or otherwise) of the
Company 
(collectively, the “Intellectual Property
Rights”). The Company has not received any notice (written or otherwise)
that the Intellectual Property Rights used by the Company violate or infringe
upon the rights of any other person or entity. To the knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing
infringement by another person or entity of any of the Intellectual Property
Rights. The Company has taken reasonable security measures to protect the
secrecy, confidentiality and value of all of its Intellectual Property
Rights.

     

    (o)         Labor Relations. No
material labor dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company which could reasonably be
expected to result in a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the
Company. To the knowledge of the Company, no executive officer is, or is now
expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each such executive officer does not
subject the Company to any liability with respect to any of the foregoing
matters. The Company is in compliance with all U.S. federal, state, local and
foreign laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure
to be in compliance could not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the results of operations, assets,
business, prospects or condition (financial or otherwise) of the
Company.

     

    (p)         Offering.  Assuming
the accuracy of the representations and warranties of the Holders contained in
Section 3 hereof, the offer, issue, and sale of the Notes are exempt from
the registration and prospectus delivery requirements of the Securities Act and
the registration or qualification requirements of all applicable state
securities laws.  Neither the Company nor any authorized agent acting
on its behalf will knowingly take any action hereafter that would cause the loss
of such exemptions.

     

    (q)         Acknowledgment.  The
Company acknowledges that no Holder is acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereby, and any advice given by any
Holder or any of its representatives or agents in connection with this Agreement
and the transactions contemplated hereby is merely incidental to such Holder’s
purchase of the Notes.  The Company further represents to each Holder
that the Company’s decision to enter into this Agreement, the Security
Agreement, and the Intellectual Property Security Agreement and issue the Notes
has been based solely on the independent evaluation by the Company and its
representatives.

     

    
      
        
        

      

      
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    (r)          No General Solicitation;
Placement Agent’s Fees.  Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D of the Securities Act) in connection with the offer or sale of the
Notes.  The Company shall be responsible for the payment of any
placement agent’s fees, financial advisory fees, or brokers’ commissions (other
than for persons engaged by any Holder or its investment advisor) relating to or
arising out of the transactions contemplated hereby.  The Company
shall pay, and hold each Holder harmless against, any liability, loss or expense
(including, without limitation, attorney’s fees and out-of-pocket expenses)
arising in connection with any such claim.  The Company has not
engaged any placement agent or other agent in connection with the sale of the
Notes.

     

    (s)         No Integrated
Offering.  Neither the Company nor any person acting on its
behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would require
registration of any of the Notes under the Securities Act or cause this offering
of the Notes to be integrated with prior offerings by the Company for purposes
of the Securities Act or any applicable shareholder approval provisions,
including, without limitation, under the rules and regulations of the NYSE
Alternext or any other exchange or automated quotation system on which any of
the securities of the Company are listed or designated.

     

    (t)          Disclosure.  All
disclosure provided to the Holders with regard to the representations and
warranties contained in this Section 4 regarding the Company, its business and
the transactions contemplated hereby, furnished in writing by Company is true
and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading.

     

    (u)         Intellectual Property
Rights. To the Company’s knowledge, the Company owns the rights,
including all Intellectual Property Rights, to the Collateral free and clear of
any license held by third parties and except for obtaining the consent by
Bio-Rap, has the ability to assign its rights therein, including pursuant to the
Security Agreement and the Intellectual Property Security Agreement, without the
consent of any third party.

     

    5.       Affirmative Covenants of the
Company.  From and after the Closing Date and so long as the
Notes remain outstanding, unless it receives the prior written consent of
Holders holding a majority in principal amount of all then outstanding Notes to
act to the contrary, the Company shall comply with the following
covenants:

     

    
      
        
        

      

      
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    (a)         Financial
Information.  The Company shall use its commercially reasonable
efforts to (1) maintain a system of accounting established and administered in
accordance with GAAP consistently applied, and to (2) set aside on its books,
all such proper reserves as shall be required by GAAP.  Any Holder may
direct the Company by written notice from time to time to provide any or all of
the following materials or information in which case the Company shall furnish
such materials or information, at the Company’s expense, to such
Holder:

     

      
(i)       Unless otherwise filed and
available on the EDGAR system, no later than ninety (90) days after the end of
each fiscal year starting with the Company’s fiscal year ending December 31,
2009, audited consolidated financial statements of the Company, together with
all notes thereto, prepared in reasonable detail in accordance with GAAP,
together with an opinion, based on an audit by independent certified public
accountants selected by the Company, stating that such financial statements have
been so prepared.  The consolidated financial statements of the
Company shall contain a balance sheet as of the end of such fiscal year and a
statement of operations, cash flows and stockholders’ equity for such fiscal
year, each setting forth in comparative form the corresponding figures for the
preceding fiscal year.

     

     
(ii)       Subject to the prior receipt by
the Company of a written Regulation FD-compliant confidentiality agreement from
the requesting Holder, no later than ninety (90) days following the first day of
each fiscal year of the Company, a budget prepared by the Company for each of
the four quarters of such fiscal year prepared in the same level of detail as
prepared for and delivered to the Company’s Board of Directors for the
Company.

     

     
(iii)      Unless otherwise filed and available on
the EDGAR system, no later than forty-five (45) days after the end of each of
the first three fiscal quarters of the Company’s fiscal year, the Company’s
unaudited consolidated balance sheet as of the end of such fiscal quarter and an
unaudited consolidated statement of operations and cash flows for such fiscal
quarter and for the period from the beginning of the then current fiscal year to
the end of such fiscal quarter, setting forth in each case, in comparative form,
figures for the corresponding periods in the preceding fiscal year, all in
reasonable detail and prepared in accordance with GAAP, subject to changes
resulting from normal or recurring year-end adjustments.

     

     
(iv)      Subject to the prior receipt by the
Company of a written Regulation FD-compliant confidentiality agreement from the
requesting Holder, no later than thirty (30) days after the end of each calendar
month, the Company’s unaudited consolidated interim balance sheet as of the end
of such month and the related unaudited consolidated interim statements of
operations and cash flows for such one-month period and the portion of the
fiscal year through the end of such month, setting forth in each case, in
comparative form, figures for the corresponding fiscal periods in the preceding
fiscal year (subject to normal year-end audit adjustments and the absence of
footnote disclosure).

     

    
      
        
        

      

      
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    (b)         Inspections.  The
Company shall, and shall cause its Subsidiaries to, furnish to each Holder any
information which such Holder may from time to time reasonably request
concerning any covenant, provision or condition of this Agreement, the Security
Agreement, and the Intellectual Property Security Agreement or the Notes or any
matter in connection with the Company’s business and
operations.  During normal business hours, upon reasonable notice from
Holders holding a majority in principal amount of all then outstanding Notes,
and without undue interruption of the Company’s business, the Company shall
permit representatives of each Holder, including each Holder’s independent
accountants, agents, attorneys, appraisers and any other representatives, to
visit and inspect any of the Company’s property, including its books of account,
other books and records, and any facilities or other business
assets.  The inspections in accordance with the preceding sentence
shall be limited to no more than four (4) times each calendar year, and all
out-of-pocket costs and expenses of such inspections shall be borne by the
applicable Holders; provided, however, that during
any period in which an Event of Default (as such term is defined in the Notes)
has occurred and is continuing, the number of inspections shall not be limited,
and the reasonable, documented out-of-pocket costs and expenses of the
inspections during the period in which an Event of Default has occurred and is
continuing shall be borne by the Company.  The information and access
set forth in this Section 5(b) shall in each case be subject to the Company’s
prior receipt of a written Regulation FD-compliant confidentiality agreement
from the requesting Holder.

     

    (c)         Compliance with
Laws.  The Company shall comply with applicable laws, rules and
regulations of all governmental authorities, the violation of which might have a
material adverse effect upon its business or financial condition.

     

    (d)         Maintenance of Corporate
Existence and Business. The Company will take such commercially
reasonable action as may from time to time be necessary to preserve its
corporate existence, rights and franchises, maintain its properties in good
repair and to comply with the laws of the United States and all states and
locations in which the Company shall do business as shall be necessary to permit
the Company to conduct its business, and to preserve all of its rights,
franchises and privileges.

     

    (e)         Payment of
Taxes.  The Company shall (i) timely file all required tax
returns; and (ii) timely pay all taxes, assessments, and other governmental
charges or levies imposed upon it or upon its income, profits or property,
except to the extent the same are being contested in good faith and for which
adequate reserves under GAAP have been established.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (f)          Insurance.  The
Company shall maintain insurance in such amounts and covering such risks as are
usually and customarily carried with respect to the Collateral and any other
assets and property of the Company of a character usually insured by similar
entities engaged in the same or similar businesses as the
Company.  The Company shall at all times maintain insurance against
its liability for injury to persons or property, which insurance shall be by
financially sound and reputable insurers.

     

    (g)         Subordination.  All
existing and hereafter arising Indebtedness of the Company shall be subordinated
to the Indebtedness and other obligations of the Company under this Agreement
and the Notes pursuant to subordination agreements reasonably satisfactory in
form and substance to the each Holder, in their sole and absolute
discretion.

     

    6.       Conditions to
Closing.

     

    (a)         Conditions to the Holders’
Obligations. Each Holder’s obligation to purchase its Notes on the
Closing Date is subject to the following conditions:

     

     
 (i)        The Company’s
representations and warranties contained in Section 4 shall be true and correct
on and as of the Closing Date;

     

     
(ii)       The Company shall deliver to each
Holder at the Closing an executed Note in the form attached hereto as Exhibit A,
respectively, in the original principal amount set forth on Schedule
A;

     

      (iii)     
The Company shall deliver to each Holder at the Closing an executed Security
Agreement, in the form attached hereto as Exhibit B, among the
Company and the collateral agent named therein, as agent for all Holders (the
“Collateral Agent”), to
secure the Company’s obligations under the Notes (the “Security
Agreement”);

     

      (iv)      The
Company shall deliver to each Holder at the Closing an executed Intellectual
Property Security Agreement, in the form attached hereto as Exhibit C, among the
Company and Collateral Agent, to secure the Company’s obligations under the
Notes (the “Intellectual
Property Security
Agreement”);

     

      (v)       The
Company shall deliver to each Holder at the Closing an executed Preferred Stock
Dividend Waiver, in the form attached hereto as Exhibit D, among the
Company and the Preferred Stock Holders (the “Waiver”); and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

     
(vi)     The Company shall deliver a certificate of the
Secretary of the Company dated the Closing Date, certifying the incumbency and
authority of the officers or authorized signatories of the Company who execute
this Agreement, the Security Agreement, the Intellectual Property Security
Agreement, and the Notes and the truth, correctness and completeness of the
following exhibits which shall be attached thereto:  (i) a copy
of resolutions duly adopted by the Board of Directors of the Company, in full
force and effect at the time this Agreement is entered into, authorizing the
execution of this Agreement, the Security Agreement, the Intellectual Property
Security Agreement, and the Notes and the other documents delivered or to be
delivered in connection herewith and the consummation of the transactions
contemplated herein and therein, as applicable, (ii) a copy of the
Certificate of Incorporation of the Company, and all amendments thereto,
certified by an appropriate official of the Company’s jurisdiction of
incorporation, and (iii) a copy of the By-Laws of the Company.

     

     
(vii)    The opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., counsel to the Company, dated the Closing Date, and in the form
attached hereto as Exhibit E,
subject only to such qualifications, limitations or exceptions as may be
acceptable to each Holder.

     

    (b)         Conditions to the Company’s
Obligations.  The Company’s obligation to issue the Notes to
each Holder on the Closing Date is subject to the condition that the Holder’s
representations and warranties contained in Section 3 shall be true and correct
on and as of the Closing Date.

     

    7.       Other
Agreements.

     

    (a)         In
the event that the Holders vote to authorize any licensing or strategic alliance
transaction between the Company and a third party, involving the grant to that
third party of rights to or interests in the collateral that is the subject of
the Security Agreement and the Intellectual Property Security Agreement (the
“Collateral”), the
Holders shall release their Security Interest (as defined in the Security
Agreement and the Intellectual Property Security Agreement) in such Collateral
to the extent required by such third party.

     

    (b)         At
the Holder’s option, the Company shall use up to 20% of any up-front payment,
milestone payment or option payment received by it from a third party in the
form of cash in connection with any licensing or strategic alliance transaction
(whether or not relating to the Collateral) to repurchase shares of Preferred
Stock from the Holders at a price of $2.50 per share of Preferred
Stock.

     

    (c)         Promptly
following the date of this Agreement, the Company shall file a Certificate of
Designations with the Secretary of State of the State of Delaware to designate
2,100,000 shares of its currently undesignated Preferred Stock, $0.01 par value
per share, as Series B Preferred Stock, in order to make such shares available
for the payment to the Holders of dividends on such shares of Series B Preferred
Stock, pursuant to the terms of the Charter.  In the event that the
dividends payable under the Charter to the Holders are likely to exceed
2,100,000 shares of Series B Preferred Stock, the Company shall include a
proposal in the proxy statement for its annual meeting of stockholders to be
held in 2009 to amend its Charter to increase the authorized number of shares of
Series B Preferred Stock.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    (d)         Upon
an Event of Default by the Company and if, and only if, the Holders take
possession of the Collateral, the Holders shall assume all rights and
obligations of the Company under the BIO-RAP License Agreement, and shall
execute any amendments to such BIO-RAP License Agreement as BIO-RAP shall
reasonably request in order to evidence such assumption.

    


    (e)         The
Company shall prepay all amounts which may become due to BIO-RAP under the
BIO-RAP License Agreement through December 31, 2009 in advance.

    


    (f)          The
Company shall obtain the consent of BIO-RAP to the grant of the security
interest by the Company to the Holders pursuant to the Security Agreement and
the Intellectual Property Security Agreement in a form reasonably acceptable to
the Holders by February 24, 2009.

    


    8.       Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns.

     

    9.       Amendment.  The
terms of this Agreement shall not be amended or modified except by a writing
signed by the Company and holders of a majority in principal amount of the then
outstanding Notes; provided, however, that if
there are no Notes then outstanding, this Agreement shall not be amended or
modified except by a writing signed by the Company and the Collateral
Agent.

     

    10.     Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party’s address set forth below or
to such other address as a party may designate by notice hereunder, and shall be
either (i) delivered by hand, (ii) sent by overnight courier, with
receipt acknowledgment, or (iii) sent by certified mail, return receipt
requested, postage prepaid.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              If
      to a Holder:

                            	
                              To
      its address set forth on Schedule
      A:

                            
	 	 
	
                              If
      to the Company:

                            	
                              Synvista
      Therapeutics, Inc.

                            
	 
      	
                              221
      West Grand Avenue

                            
	 
      	
                              Montvale,
      NJ 07645

                            
	 
      	
                              Fax:  (201)
      934-0090

                            
	 
      	
                              Attn:
      Noah Berkowitz, President

                            
	 	 
	
                              and
      to:

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

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                One
      Financial Center

                              
	 
      	
                                Boston,
      MA  02111

                              
	 
      	
                                Fax:
      (617) 542-2241

                              
	 
      	
                                Attn:  William
      T. Whelan,
Esq.

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    All
notices, requests, consents and other communications hereunder shall be deemed
to have been given (i) if by hand, at the time of the delivery thereof to
the receiving party at the address of such party set forth above, (ii) if
made by telecopy or facsimile transmission, at the time that receipt thereof has
been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day (or if sent overseas, on the second
business day) following the day such notice is delivered to the courier service,
or (iv) if sent by certified mail, on the 5th business day (or if sent
overseas, on the 10th business day) following the day such mailing is
made.

     

    11.     Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Holders, except in connection with a transfer
or assignment of the Notes in accordance with their terms.

     

    12.     Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the internal law of the State of New York without regard to its
conflicts of laws principles.

     

    13.     Confidentiality.  Each
Holder acknowledges and agrees that any information or data it has or will
acquire from or about the Company, not otherwise properly in the public domain,
was received in confidence.  Each Holder agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement, or use other than in connection with its investment in the
Company, any confidential information of the Company, including any scientific,
technical, trade or business secrets of the Company and any scientific,
technical, trade or business materials that are treated by the Company as
confidential or proprietary, including, but not limited to, ideas, discoveries,
inventions, developments and improvements belonging to the Company and
confidential information obtained by or given to the Company about or belonging
to third parties.

     

    14.     Authorization of
Agent.  Each of the undersigned Holders authorizes the
Collateral Agent to act as its agent for all purposes under the Security
Agreement and the Intellectual Property Security Agreement and to take any and
all actions that such agent deems reasonably necessary, appropriate or advisable
under the Security Agreement and the Intellectual Property Security
Agreement.  The Collateral Agent shall have the right to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take
or refrain from taking action (including, without limitation, the release or
substitution of the Collateral), in accordance with this Agreement, the Security
Agreement and the Intellectual Property Security Agreement.  The
Collateral Agent may employ agents and attorneys-in-fact in connection herewith
and shall not be liable for the gross negligence or misconduct of any such
agents or attorneys-in-fact selected by it in good faith.  The
Collateral Agent shall be entitled to rely upon any written notice, statement,
certificate, order or other document believed by it to be genuine and correct
and to have been signed, sent or made by the proper person, and, with respect to
all matters pertaining to this Agreement, the Security Agreement and the
Intellectual Property Security Agreement and its duties hereunder and
thereunder, upon advice of counsel selected by it.  The Collateral
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if such Collateral is accorded
treatment substantially equivalent to that which the Collateral Agent, in its
individual capacity, accords its own property consisting of similar instruments
or interests, it being understood that neither the Collateral Agent nor any of
the Holders shall have responsibility for taking any necessary steps to preserve
rights against any person or entity with respect to any Collateral.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    15.     Fees and
Expenses.  The Company shall reimburse the Holders for
reasonable legal fees and disbursements in connection with the documentation and
implementation of the transactions contemplated by this Agreement, subject to a
maximum of Forty Thousand Dollars ($40,000).  Except as otherwise set
forth above or in the Security Agreement or the Intellectual Property Security
Agreement, each party to this Agreement shall bear its own expenses in
connection with the issuance of the Notes to the Holders.  Without
limiting the generality of the foregoing, the Company shall be responsible for
the payment of any placement agent’s fees, financial advisory fees, or broker’s
commissions relating to or arising out of the transactions contemplated hereby,
including, without limitation, any fees payable to the Agent; and the Company
shall pay, and hold each Holder harmless against, any liability, loss or expense
(including, without limitation, reasonable attorney’s fees and out-of-pocket
expenses) arising in connection with any claim relating to any such
payment.

     

    16.     Indemnification. In
consideration of each Holder’s execution and delivery of this Agreement, the
Security Agreement, the Intellectual Property Security Agreement and the Waiver,
to which such Holder may be a party, and each Holder’s acquisition of the Notes
hereunder and in addition to all of the Company’s other obligations under this
Agreement, the Security Agreement, the Intellectual Property Security Agreement,
the Waiver and the Notes (collectively with any other documents contemplated
thereby, the “Transaction
Documents”), the Company shall defend, protect, indemnify and hold
harmless each Holder and each other holder of the Notes and all of their
shareholders, partners, members, officers, directors, employees and any of the
foregoing persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees
and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action, suit or claim brought or made against such Indemnitee
by a third party (including for these purposes a derivative action brought on
behalf of the Company) and arising out of or resulting from (i) the execution,
delivery, performance or enforcement of the Transaction Documents, or (ii) the
status of such Holder or other holder of the Notes as a lender to or an investor
in the Company pursuant to the transactions contemplated by the Transaction
Documents. To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    17.     Independent Nature of
Holders’ Obligations and Rights.  The obligations of each
Holder under any Transaction Document are several and not joint with the
obligations of any other Holder, and no Holder shall be responsible in any way
for the performance of the obligations of any other Holder under any Transaction
Document.  Nothing contained herein or in any other Transaction
Document, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents and the Company
acknowledges that the Holders are not acting in concert or as a group with
respect to such obligations or the transactions contemplated by the Transaction
Documents.  Each Holder confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the
advice of its own counsel and advisors.  Each Holder shall be entitled
to independently protect and enforce its rights, including, without limitation,
the rights arising out of this Agreement or out of any other Transaction
Documents, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.

    


    18.     Miscellaneous.

     

    (a)     
This Agreement, together with the Notes, the Security Agreement, the Waiver and
the Intellectual Property Security Agreement, constitute the entire agreement
between the Holders and the Company with respect to the subject matter hereof
and supersede all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof; provided, however, (i) any
agreement pertaining to confidentiality is not superseded and shall remain in
full force and effect, (ii) the Term Sheet (section entitled “Effect of Term
Sheet” and “Fees”) shall remain in full force and effect, and (iii) the
provisions of the Charter and the Series B Preferred Stock and Warrant Purchase
Agreement dated as of April 5, 2007, by and among the Company and the Holders,
as amended, regarding the provisions of the Series B Preferred Stock are not
superseded and shall remain in full force and effect.

     

    (b)       The
representations, warranties, covenants and agreements of the parties made in
this Agreement shall survive the execution and delivery hereof and the issuance
and delivery of the Notes.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    (c)       The
Company shall issue new Notes in place of any previously issued Notes alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the Board
of Directors may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction (provided that an affidavit of a holder will be
satisfactory for such purpose) and the giving of such indemnity as the Company’s
Board of Directors may request for the protection of the Company or any transfer
agent or registrar.  Upon surrender of any previously issued Notes
that has been mutilated, the Company shall issue new Notes in place
thereof.

     

    (d)       Each
provision of this Agreement shall be considered separable and if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity shall not impair the operation of or affect the
remaining portions of this Agreement.

     

    (e)       Section
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

     

    (f)        This
Agreement may be executed in one or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

     

    [Signature Page is
Next]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this
Agreement to be executed by their duly authorized representatives as of the day
and date first written above.

    


    
      
        
          
            
              
                	 
      	
                        SYNVISTA
      THERAPEUTICS, INC.

                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                        By: 

                      	  /s/ Noah Berkowitz, M.D.,
      Ph.D.
	 
      	
                        Name:

                      	
                        Noah
      Berkowitz, M.D., Ph.D.

                      
	 
      	
                        Title:

                      	
                        President
      and Chief Executive
Officer

                      


              

            

          

        

      

    

    


    Counterpart
Signature Pages

    Begin on
Next Page

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The
undersigned hereby agrees to become a party to that certain Note Purchase
Agreement dated as of February 24, 2009 (the “Agreement”) among Synvista
Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

     

    Baker/Tish
Investments, L.P.

    By:
Baker/Tisch Capital, L.P. (general partner)

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

    
      
        
           

          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/  Julian Baker

                              
	
                                Name:
      Julian Baker

                              
	
                                Title:
      Managing
Member

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    Notes
Amount: US$
16,302.09

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    667
Madison Avenue

    21st
Floor

    New York,
New York 10065

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The
undersigned hereby agrees to become a party to that certain Note Purchase
Agreement dated as of February 24, 2009 (the “Agreement”) among Synvista
Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    Baker
Bros. Investments II, L.P.

    By: Baker
Bros. Capital, L.P., (general partner)

    By: Baker
Bros. Capital (GP), LLC, (general partner)

    


    
      
        
          
            	
                    By:

                  	
                     /s/ Julian Baker

                  
	
                    Name: Julian
      Baker

                  
	
                    Title:
      Managing Member

                  


          

        

      

    

    


    Notes
Amount: US$
2,141.40

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    667
Madison Avenue

    21st
Floor

    New York,
New York 10065

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The
undersigned hereby agrees to become a party to that certain Note Purchase
Agreement dated as of February 24, 2009 (the “Agreement”) among Synvista
Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    Baker
Brothers Life Sciences, L.P.

    By: Baker
Brothers Life Sciences Capital, L.P. (general partner)

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

    


    
      
        
          
            	
                    By:

                  	
                     /s/ Julian Baker

                  
	
                    Name: Julian
      Baker

                  
	
                    Title:
      Managing Member

                  


          

        

      

    

    


    Notes
Amount: US$
1,708,633.80

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    667
Madison Avenue

    21st
Floor

    New York,
New York 10065

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The undersigned hereby agrees to become
a party to that certain Note Purchase Agreement dated as of February 24, 2009
(the “Agreement”) among
Synvista Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    667,
L.P.

    By: Baker
Biotech Capital, L.P. (general partner)

    By: Baker
Biotech Capital (GP), LLC (general partner)

     

    
      	
              By:

            	
               /s/ Julian Baker

            
	
              Name: Julian
      Baker

            
	
              Title:
      Managing Member

            


    

     

    Notes
Amount: US$
629,567.27

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    667
Madison Avenue

    21st
Floor

    New York,
New York 10065

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The undersigned hereby agrees to become
a party to that certain Note Purchase Agreement dated as of February 24, 2009
(the “Agreement”) among
Synvista Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    14159,
L.P.

    By: 14159
Capital, L.P., (general partner)

    By: 14159
Capital (GP), LLC (general partner)

    


    
      
        
          
            	
                    By:

                  	
                     /s/ Julian Baker

                  
	
                    Name: Julian
      Baker

                  
	
                    Title:
      Managing Member

                  


          

        

      

    

    


    Notes
Amount: US$
55,191.06

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    667
Madison Avenue

    21st
Floor

    New York,
New York 10065

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Counterpart Signature Page
For Holders

     

    The undersigned hereby agrees to become
a party to that certain Note Purchase Agreement dated as of February 24, 2009
(the “Agreement”) among
Synvista Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    Atticus
Global Advisors, Ltd.

     

    
      
        
          
            	
                    By:

                  	
                    /s/  Matthew
Edmonds

                  
	
                    Name: Matthew
      Edmonds

                  
	Title:   Director


          

        

      

    

    


    Notes
Amount: US$
401,972.60

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    
      c/o
Atticus Capital LP

    

    
      767 Fifth
Avenue

    

    
      New York,
New York 10153

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Counterpart Signature Page
For Holders

     

    The undersigned hereby agrees to become
a party to that certain Note Purchase Agreement dated as of February 24, 2009
(the “Agreement”) among
Synvista Therapeutics, Inc., a Delaware corporation (the “Company”) and
others.  From and after the undersigned’s execution and delivery and
the Company’s acceptance of this Counterpart Signature Page, the undersigned
shall be a party to the Agreement and the Notes purchased by the undersigned
shall be deemed to be “Notes” for all purposes of the Agreement.

    


    Green
Way Managed Account Series, Ltd., in respect of its segregated account, Green
Way Portfolio D

    By:
Atticus Capital LP, its subadvisor

    


    
      
        
          
            	
                    By:

                  	
                     /s/ Matthew Edmonds

                  
	
                    Name: Matthew
      Edmonds

                  
	Title:   President


          

        

      

    

    


    Notes
Amount: US$
57,424.66

    


    
      Tax ID
Number: _______

    

    


    
      Address:

    

    


    
      c/o
Atticus Capital LP

    

    
      767 Fifth
Avenue

    

    
      New York,
New York 10153

    

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      SCHEDULE
A

    

    


    HOLDERS

    


    
      
        
          
            
              
                
                  
                    	
                            Holder Name and Address

                          	 	
                            Amount of Notes

                          	 
	
                            Baker/Tish Investments, L.
      P.

                            667
      Madison Avenue

                            21st
      Floor

                            New
      York, New York 10065

                          	 	$	16,302.09	 
	
                            Baker
      Bros. Investments II, L.P.

                            667
      Madison Avenue

                            21st
      Floor

                            New
      York, New York 10065

                          	 	$	2,141.40	 
	
                            Baker
      Brothers Life Sciences, L.P.

                            667
      Madison Avenue

                            21st
      Floor

                            New
      York, New York 10065

                          	 	$	1,708,633.80	 
	
                            667,
      L.P.

                            667
      Madison Avenue

                            21st
      Floor

                            New
      York, New York 10065

                          	 	$	629,567.27	 
	
                            14159,
      L.P.

                            667
      Madison Avenue

                            21st
      Floor

                            New
      York, New York 10065

                          	 	$	55,191.06	 
	
                            Atticus
      Global Advisors, Ltd.

                            c/o
      Atticus Capital LP

                            767
      Fifth Avenue

                            New
      York, New York 10153

                          	 	$	401,972.60	 
	
                            Green
      Way Managed Account Series, Ltd., in respect of its segregated account,
      Green Way Portfolio D

                            c/o
      Atticus Capital LP

                            767
      Fifth Avenue

                            New
      York, New York 10153

                          	 	$	57,424.66	 
	
                            Total:

                          	 	$	2,871,232.88	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM OF SENIOR SECURED
PROMISSORY NOTE

     

    See
attached.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM OF SECURITY
AGREEMENT

     

    See
attached.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM OF INTELLECTUAL
PROPERTY SECURITY AGREEMENT

     

    See
attached.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    FORM OF PREFERRED STOCK
DIVIDEND WAIVER

     

    See
attached.