THIS NOTE IS NOT TRANSFERABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF GENTA INCORPORATED, (THE "COMPANY"). THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND...Genta Incorporated /De/ • April 16th, 1998 • Biological products, (no disgnostic substances) • New York
AGREEMENTAgreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.7 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION...Genta Incorporated /De/ • February 28th, 1997 • Biological products, (no disgnostic substances) • New York
Dated as of August 5, 2003 Loretta M. Itri, M.D. 6 Kimble Circle Westfield, NJ 07090 Dear Dr. Itri: We are pleased that you are willing to continue to serve as President, Pharmaceutical Development of Genta Incorporated, a Delaware corporation...Stock Option Agreement • August 14th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • New Jersey
andAsset Purchase Agreement • May 17th, 1999 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
BACKGROUNDLicense Agreement • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
AMENDMENT NO. 1 TO LEASE This Amendment No.1 to Lease (this "Amendment") dated as of June 19, 2002, is made between The Connell Company, a New Jersey corporation ("Landlord"), and Genta Incorporated, a Delaware corporation ("Tenant"). WHEREAS,...Lease • August 13th, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New Jersey
Exhibit 10.1 SEVERANCE AGREEMENT, RELEASE AND COVENANT NOT TO SUE THIS SEVERANCE AGREEMENT, RELEASE AND COVENANT NOT TO SUE (the "Release") is entered into by and between Thomas H. Adams, Ph.D. (the "Employee") and GENTA INCORPORATED, a Delaware...Severance Agreement • May 15th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • California
Exhibit 4.1 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER...Genta Incorporated /De/ • November 14th, 1996 • Biological products, (no disgnostic substances) • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN...Genta Incorporated /De/ • April 16th, 1998 • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.9 SECURITY AGREEMENT, dated as of January 28, 1997, between GENTA INCORPORATED, a Delaware corporation (the "Company" or "Debtor"), with an address at 3550 General Atomics Court, Building 9, 2nd floor, San Diego, CA 92121 and PARAMOUNT...Security Agreement • February 28th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • Delaware
RECITALSRegistration Rights Agreement • August 13th, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIESAssignment Agreement • March 14th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • September 20th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
Exhibit 10.11 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment"), dated as of January 28, 1997, to the Rights Agreement, dated as of December 16, 1993 (the "Rights Agreement"), between Genta Incorporated, a Delaware...Rights Agreement • February 28th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • Delaware
GENTA INCORPORATED TWO OAK WAY BERKELEY HEIGHTS, NJ 07922Genta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT 10.4 THIS NOTE IS NOT TRANSFERABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF GENTA INCORPORATED, (THE "COMPANY"). THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES...Genta Incorporated /De/ • February 28th, 1997 • Biological products, (no disgnostic substances) • New York
FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATEDGenta 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).
AMENDED AND RESTATED AMENDMENT AGREEMENT The undersigned, intending legally to be bound, hereby agree that the Amendment Agreement between the undersigned, dated May 20, 1997, as previously amended, and all the exhibits thereto, shall be amended and...Amendment Agreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
SUBLEASEGenta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances)
2- 3 applicable law, to obtain shareholder approval of such amendments; provided, however, that nothing in this Section 1(a) shall be interpreted so as to require the Company pay a consent fee or hire third party proxy solicitors.Stock Option Agreement • March 30th, 2000 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
LEASE betweenGenta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances) • New Jersey
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN...Genta Incorporated /De/ • April 16th, 1998 • Biological products, (no disgnostic substances) • New York
THIS NOTE IS NOT TRANSFERABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF GENTA INCORPORATED, (THE "COMPANY"). THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND...Genta Incorporated /De/ • April 16th, 1998 • Biological products, (no disgnostic substances) • New York
AMENDMENT NO. 1 dated as of March 14, 2003 to the U.S. Commercialization Agreement dated as of April 26, 2002 between Genta Incorporated ("Genta") and Aventis Pharmaceuticals Inc. ("Aventis") (as the same may be amended, supplemented or otherwise...Genta Inc De/ • May 15th, 2003 • Biological products, (no disgnostic substances) • New York
Exhibit 4.2 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER...Genta Incorporated /De/ • November 14th, 1996 • Biological products, (no disgnostic substances) • California
RECITALSLicense Agreement • April 1st, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
EXHIBIT 10.6 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION...Genta Incorporated /De/ • February 28th, 1997 • Biological products, (no disgnostic substances) • New York
AGREEMENTAgreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.3 THIS NOTE IS NOT TRANSFERABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF GENTA INCORPORATED, (THE "COMPANY"). THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES...Genta Incorporated /De/ • February 28th, 1997 • Biological products, (no disgnostic substances) • New York
EXECUTION COPY SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of the date set forth on the signature page hereof between Genta Incorporated, a Delaware corporation (the "COMPANY"), and the undersigned (the...Subscription Agreement • April 1st, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.1 NOTE AND WARRANT PURCHASE AGREEMENT PURCHASE AGREEMENT (this "Agreement") dated as of January 28, 1997, by and among GENTA INCORPORATED., a Delaware corporation (the "Company"), THE ARIES FUND, A CAYMAN ISLAND TRUST (the "Trust"), and THE...Note and Warrant Purchase Agreement • February 28th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 99.4 Settlement Agreement and Release This Settlement Agreement and Release (this "Agreement"), dated on October 22, 2003, is entered into by and between The Trustees of the University of Pennsylvania ("University"), a Pennsylvania nonprofit...Settlement Agreement and Release • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
GENTA INCORPORATED TWO OAK WAY BERKELEY HEIGHTS, NJ 07922Genta Incorporated /De/ • April 1st, 2002 • Biological products, (no disgnostic substances) • New Jersey
ARTICLE I DEFINITIONSLicense Agreement • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
