SENIOR SECURED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.  THE SECURITIES ISSUED UPON SUCH CONVERSION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED, Synvista Therapeutics, Inc., a Delaware corporation (the “ Borrower ”), located at 221 West Grand Avenue, Montvale, NJ 07645, hereby promises to pay to _______________________ (the “ Lender ”), located at ____________________________________________, or at such other place as the Lender may from time to time reasonably designate, the principal sum of ______________________ ($___________) (the “ Principal Amount ”) in lawful money of the United States, in immediately available funds, ON DEMAND, on or after ____, 2012 (the “ Maturity Date ”).

1.           Interest shall accrue at a rate per annum equal to one and one-quarter percent (1.25%) from the date hereof until maturity (whether by demand on or after the Maturity Date or by acceleration).  Such interest shall be payable in cash at maturity.  In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law.

2.           This Note is one of several notes (the “ Notes ”) in the aggregate principal amount of up to $______ and of like tenor issued by the Borrower to the Lender and others (together, the “ Lenders ”) pursuant to the terms of that certain Note Purchase Agreement, dated February __, 2009, as amended (the “ Purchase Agreement ”).  By acceptance of this Note, the Lender hereby agrees that each of the Notes issued pursuant to the Purchase Agreement shall rank equally and ratably without priority over one another, and the Borrower agrees that, except as expressly provided by the terms of the Notes, none of the Notes shall be paid, in whole or in part, unless an equivalent, pro rata payment is made with respect to all other Notes.

3.           As security for the payment, performance and observance of the obligations set forth in this Note, the Borrower has granted a security interest in its assets to the collateral agent named in, and pursuant to, that certain Security Agreement, dated _______, 2009 (the “ Security Agreement ”) and that certain Intellectual Property Security Agreement, dated _______, 2009 (the “ IP Security Agreement ” and together with the Security Agreement, the “ Security Agreements ”).  Borrower hereby acknowledges and agrees that the performance and observance of the obligations set forth in this Note by the Borrower shall be deemed to be “Obligations” for purposes of the Security Agreements.

4.           The Borrower may prepay the principal balance of this Note plus accrued but unpaid interest, without penalty, at any time prior to the Maturity Date, provided that (a) at the date of prepayment there is no Event of Default (as defined below) existing under this Note, and (b) following the prepayment, the Company will have a minimum cash balance of the greater of (i) one year of anticipated cash expenditures for the Company, as determined by the Company’s Board of Directors, or (ii) $7,500,000.

5.           If (a) the Borrower fails to make any payment under this Note; (b) the Borrower breaches any representation, war