Genta Incorporated /De/ Sample Contracts

AGREEMENT
Agreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
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and
Asset Purchase Agreement • May 17th, 1999 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
BACKGROUND
License Agreement • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
LEASE BETWEEN
Genta Incorporated /De/ • August 14th, 2000 • Biological products, (no disgnostic substances) • New Jersey
RECITALS
Registration Rights Agreement • August 13th, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
Assignment Agreement • March 14th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • September 20th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
GENTA INCORPORATED TWO OAK WAY BERKELEY HEIGHTS, NJ 07922
Genta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances) • New Jersey
FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATED
Genta Inc De/ • September 9th, 2009 • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [Insert date that is six months after Issue Date], 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to [__] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

LEASE between
Genta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances) • New Jersey
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RECITALS
License Agreement • April 1st, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
SUBLEASE
Genta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances)
AGREEMENT
Agreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
ARTICLE I DEFINITIONS
License Agreement • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2007 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2007, among Genta Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATED
Genta Inc De/ • March 10th, 2010 • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the three (3) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to [___________] shares of the Company’s Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

WHEREAS:
Convertible Note Purchase Agreement • August 13th, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
DEVELOPMENT & SUB-LICENSE AGREEMENT NAPROXEN
Sub-License Agreement • April 1st, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
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