Exhibit
      10.1

     

    
      
        	
                

                 

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

                Tel:
                  201-934-5000 Ÿ
                  Fax: 201-934-8880 Ÿ
                  www.synvista.com

              


      

    

    
       

    

    


    


    CONSULTING
      AGREEMENT

    


    This
      Agreement is made and entered into as of January 1, 2008, by and between
      Synvista Therapeutics, Inc., a Delaware corporation, whose principal address
      is
      221 West Grand Avenue, Montvale, New Jersey 07645 (the “Company”) and Malcolm
      MacNab, 13 North Water Street, Nantucket, MA 02554 (“Consultant”).

    


    Whereas,
      the Company desires to retain Consultant as an independent contractor to perform
      certain consulting services for the Company as requested for a period starting
      on January 1, 2008 through December 31, 2008, and Consultant is willing to
      perform such consulting services, all on the basis set forth more fully
      herein;

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      	1.  	
              Term
                of Agreement.
                This Agreement will become effective on January 1, 2008, and will
                end no
                later than December 31, 2008.

            


    

     

    
      	2.  	
              Services.
                Consultant agrees to provide the Company with the services outlined
                on the
                attached Scope of Services. Consultant agrees to perform the Services
                requested by the Company hereunder faithfully, diligently and to
                the best
                of Consultant’s skill and ability.

            


    

     

    
      	3.  	
              Consulting
                Fee.
                In
                consideration of the performance of the Services called for by this
                Agreement, the Company agrees to pay Consultant, as compensation,
                a
                consulting fee of $5000.00 per month for 25 hours per month and $300.00
                per hour for additional time thereafter, which shall be payable on
                a
                monthly basis. Synvista will reimburse Consultant for all reasonable
                and
                customary business expenses which have been agreed to by the Company.
                In
                addition, the Company agrees to continue to vest Consultant’s unvested
                options during the consultancy period. Such options, to the extent
                that
                they were granted as incentive stock options (“ISOs”), shall retain their
                status as ISOs until 90 days following his resignation date, at which
                time
                they shall automatically be converted to non-qualified stock options
                (“NQSOs”). His vested options together with new options that may vest
                during his consultancy, will remain exercisable from his resignation
                date
                up through a period of one year following the termination of this
                Agreement. 

            


    

    


    
      	4.  	
              Relationship
                of Parties.
                It
                is expressly understood that and agreed that, in providing consulting
                services to the Company, Consultant is an independent contractor,
                not an
                employee of the Company; Consultant shall be responsible for paying
                all
                federal, state, social security and/or local taxes arising from
                Consultant’s consulting relationship with the Company. Consultant, as an
                independent contractor, understands that the Company is not obligated
                to
                pay any withholding taxes, social security, unemployment or disability
                insurance or similar items in connection with any payments made to
                Consultant by the Company pursuant to this Agreement. Consultant
                shall not
                participate in any of the Company’s employee benefit plans or programs
                (including any pension, welfare, health, stock option, bonus, or
                other
                fringe benefit plans), collectively “Plans,” sponsored, established or
                maintained by the Company (or any related or affiliated entity),
                regardless of whether Consultant may be subsequently adjudged or
                deemed
                (by an court or governmental agency) to be an employee of the Company
                (notwithstanding the terms of this paragraph). To the extent that
                notwithstanding Consultant’s independent contractor status, as
                acknowledged in this paragraph and the provisions set forth in the
                immediate preceding sentence of this paragraph, Consultant has or
                may have
                any rights of participation in any Plans, Consultant hereby waives
                them,
                freely, knowingly and voluntarily. Consultant shall not have the
                right to
                bind the Company to any legal
                obligation.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	5.  	
              Debarment.
                Consultant represents and warrants for itself and its agents that,
                to the
                best of its knowledge, information, and belief, it is and they are
                not
                using, and will not use, in any capacity, in connection with the
                performance of the Services by Consultant under this Agreement, the
                services of any person debarred under subsections 306(A) or 306(B)
                of the
                Generic Drug Enforcement Act of 1992. Consultant shall disclose in
                writing
                to the Company, as soon as reasonably practicable upon receiving
                actual
                notice thereof, the debarment of any employee or agent that is debarred
                or
                the existence of any action, suit claim, investigation, or legal
                or
                administrative proceeding pending or threatened, relating to the
                debarment
                of Consultant or any person performing Services on behalf of
                Consultant.

            


    

    


    
      	6.  	
              Pre-Existing
                Obligations.
                Consultant represents and warrants that Services performed pursuant
                to
                this Agreement do not and will not conflict with any other obligation
                of
                Consultant to any third party. Consultant will promptly inform the
                Company
                in advance of any potential conflicts of interest that may arise
                due to
                Consultant’s performance of services for any third party and Consultant
                agrees not to provide services requested by the Company if doing
                so would
                conflict with obligations of Consultant to third parties that arose
                prior
                to the Company’s request for such
                services.

            


    

    


    
      	7.  	
              Invention
                Assignment, Confidential Information and Non-Competition
                Agreement.
                In
                conjunction with this Consulting Agreement, Consultant shall sign
                a copy
                of the Company’s Confidential Disclosure and Non-Use Agreement, the terms
                of which are expressly incorporated herein by
                reference.

            


    

    


    
      	8.  	
              Indemnification.
                The Company shall indemnify, defend and hold Consultant harmless
                from and
                against any and all liabilities, damages, losses, costs or expenses
                (including reasonable attorneys' and professional fees and other
                expenses
                of litigation and/or arbitration) (a "Liability") resulting from
                a claim,
                suit or proceeding brought by a third party against Consultant, arising
                from or occurring as a result of activities performed by Consultant
                in
                connection with Consultant's performance under this Agreement, except
                to
                the extent such Liability is caused by the gross negligence or willful
                misconduct of Consultant. Consultant shall promptly notify the Company
                of
                any Liability for which Consultant intends to claim such indemnification,
                and cooperate fully with the Company in the investigation, conduct
                and
                defense of any Liability covered by this Paragraph 8 and provide
                full
                information with respect thereto.

            


    

    


    
      	9.  	
              Term.
                This Agreement shall be renewable on December 31, 2008 upon mutual
                agreement, in writing, between the Company and
                Consultant.

            


    

    


    
      	10.  	
              Termination.
                This Agreement may be terminated as follows: (a) by either party
                for any
                reason upon thirty (30) days’ written notice, or (b) by either party, in
                the event of a breach by the other party of any of the covenants
                contained
                herein, immediately upon written notice to the breaching party. The
                parties shall deal with each other in good faith during the ten-
                (10) day
                period after notice of intent to terminate has been given under subsection
                (a).

            


    

    


    
      	11.  	
              Effect
                of Termination.
                Any termination of this Agreement shall not relieve the Company of
                its
                obligations under Section 3 hereof to pay Consultant the Consulting
                Fee
                for Services performed prior to termination and shall not relieve
                Consultant of Consultant’s obligations under Sections 4, 5, 6 and 7
                hereof. Upon any such termination, Consultant shall promptly notify
                the
                Company of all Confidential Information and Designs and Materials
                in
                Consultant’s possession and shall deliver to the Company all such
                Confidential Information and Designs and
                Materials.

            


    

    


    
      	12.  	
              Notices.
                Any notices required or permitted hereunder shall be in writing and
                shall
                be deemed to have been given when delivered by certified mail, postage
                prepaid, to the address of the receiving party set forth in this
                Agreement, or to any other address of the receiving party designated
                by
                written notice in accordance with this
                Section.

            


    

    


    
      	13.  	
              Assignment.
                This Agreement shall be assignable by the Company, but is not assignable
                or transferable by Consultant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	14.  	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of New Jersey, without regard to choice of law
                principles. The language of all parts of this Agreement shall in
                all cases
                be construed according to its fair meaning and not for or against
                any of
                the parties.

            


    

    


    
      	15.  	
              Severability.
                The invalidity or unenforceability of any clause of this Agreement
                shall
                not affect the validity or enforceability of any other
                clause.

            


    

    


    
      	16.  	
              Agreement
                May Be Signed in Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be deemed to be an original, but all of which together shall
                constitute one and the same
                instrument.

            


    

    


    
      	17.  	
              Complete
                Understanding Modification.
                This Agreement constitutes the entire agreement of the parties and
                no
                waiver, modification or amendment of any provision hereof shall be
                effective unless in writing and signed by the parties hereto. By
                entering
                into this Agreement, the Company does not in any way make an offer
                of
                employment to Consultant.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, which is
      effective as of the date first written above.

     

    
      
        	Synvista
                Therapeutics, Inc. 	 	 	Malcolm
                MacNab, M.D., Ph.D.
	
              	 	 	 
	
              	 	 	
              
	By: 
/s/
                Noah
                Berkowitz                                            
                	 	By:	/s/
                Malcolm
                MacNab                                                               
                
	
                Noah
                  Berkowitz, M.D., Ph.D.

              	 	 	 
	
                President
                  and Chief Executive Officer 

              	 	SS#:	______________________________________


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCOPE
      OF SERVICES

    


    


    Consultant
      will work closely and interactively with Synvista on:

    


    
      	1.  	
              Clinical
                trial design and implementation;
                and

            


    

    
      	2.  	
              Regulatory
                strategy and implementation in US and EU;
                and

            


    

    
      	3.  	
              Identifying
                and maintaining good relationships with key opinion leaders and key
                vendors