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Form of Consultant's Non-qualified Stock Option Grant Agreement

This is an actual contract by Synvista Therapeutics.

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Exhibit 10.3


[ALTOEN LOGO] ALTEON INC.


CONSULTANT'S NON-QUALIFIED STOCK OPTION GRANT AGREEMENT


Optionee:_______________________________________________________________________


Address:________________________________________________________________________


Shares Subject to Option:_______________________________________________________


Exercise Price Per Share:_______________________________________________________


Date of Grant:__________________________________________________________________


Expiration Date:________________________________________________________________


Vesting Schedule:


1. Grant of Option. Alteon Inc. (the "Company"), a Delaware corporation, hereby grants to the consultant named above (the "Optionee") an option (this "Option") to purchase the total number of shares of common stock of the Company ("Common Stock") set forth above (the "Shares") at the exercise price per share set forth above (the "Exercise Price"), subject to all of the terms and conditions set forth herein, under United States securities and tax laws and the Company's 2005 Stock Plan (the "Plan") which is incorporated herein by reference. This Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and shall be considered a non-qualified stock option.


2. Vesting Schedule of Option. Subject to the terms and conditions of the Plan and this Option, this Option shall vest and become exercisable as set forth above. Notwithstanding anything to the contrary contained herein, unless previously terminated pursuant to Section 4 hereof, any portion of this Option which is not vested and exercisable on the day immediately preceding the Expiration Date shall vest and become exercisable on such date; provided, however, that this Option shall expire on the Expiration Date and must be exercised, if at all, on or before the Expiration Date.


3. Restrictions.


(a) This Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, all applicable state securities laws, and the requirements of the National Association of Securities Dealers or any stock exchange upon which the Shares may then be listed, as they are in effect on the date of exercise.


(b) This Option may not be exercised as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable.


4. Termination of Option.


(a) This Option shall terminate on the Expiration Date and must be exercised, if at all, on or before the Expiration Date. This Option shall be subject to earlier termination if the Optionee ceases to be considered a consultant of the Company. The Optionee shall be considered to be a consultant of the


6-19


Exhibit 10.3


Company if engaged by the Company or any Affiliate (as defined in the Plan) to render services and is compensated for such services, including as an advisor. The payment of a director's fee by the Company shall not render a director a consultant hereunder. The Administrator (as defined in the Plan) shall have discretion to determine whether the Optionee has ceased to be a consultant of the Company or any Affiliate of the Company and the effective date on which such consulting relationship terminated (the "Termination Date").


(b) If the Optionee ceases to be a consultant to the Company or any Affiliate of the Company for any reason, except death, Disability (as defined in the Plan), or termination of the Consultant for "cause" (as defined in the Plan), this Option, to the extent (and only to the extent) that it would have been exercisable by the Optionee on the Termination Date, may be exercised by the Optionee within three months after the Termination Date, but in any event no later than the Expiration Date. Notwithstanding the foregoing, in the event of the Optionee's death or Disability within three months after the termination of consultancy, the Optionee or the Optionee's Survivors may exercise this Option within one year after the date of the Optionee's termination but in any event no later than the Expiration Date.


(c) If the Optionee's consultancy with the Company or any Affiliate of the Company is terminated because of the death or Disability of the Optionee, this Option may be exercised by the Optionee (or the Optionee's Survivor) within one year after the Termination Date, but in any event no later than the Expiration Date. In such event this Option shall be exercisable:


(i) to the extent that this Option has become exercisable but has not been exercised as of the date of death or Disability; and


(ii) in the event rights to exercise this Option accrue periodically over time, to the extent of a pro rata portion through the date of death or Disability of any additional vesting rights that would have accrued on the next vesting date had the Optionee not died or become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of death or Disability.


(d) If the Optionee's consultancy with the Company or any Affiliate of the Company is terminated for "cause" (as defined in the Plan) the right to exercise all or any portion of this Option shall terminate immediately as of the time the Optionee is notified his or her consultancy is terminated for cause. Notwithstanding anything herein to the contrary, if subsequent to an Optionee's termination but prior to the exercise of this Option, the Board of Directors of the Company determines that, either prior or subsequent to the Optionee's termination, the Optionee engaged in conduct which would constitute "cause" then the Optionee shall immediately cease to have any right to exercise this Option and this Option shall thereupon terminate.


(e) Nothing in the Plan or this Option shall confer on the Optionee any right to continue as a consultant with the Company or any Affiliate or limit in any way the right of the Company or any Affiliate to terminate the Optionee's consulting relationship at any time, with or without cause.

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