0001193805-06-001167 Sample Contracts

GENTA INCORPORATED Two Connell Drive Berkeley Heights, NJ 07922
Stock Option Agreement • May 9th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

We are pleased that you are willing to continue to serve as Chief Executive Officer, and Chairman of the Board of Directors (the “Board”), of Genta Incorporated, a Delaware corporation (together with its successors and assigns, the “Company”). Accordingly, we would like to offer you continued employment on the terms set forth in this letter agreement (this “Agreement”), which upon countersignature by you shall become a binding agreement between you and the Company (each, a “Party”).

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DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • May 9th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

THIS DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of March 22, 2006 (the “Effective Date”) by and between GENTA INCORPORATED, a Delaware corporation having a place of business at 2 Connell Drive, Berkeley Heights, New Jersey 07922 (“Genta”), and EMISPHERE TECHNOLOGIES, INC., a Delaware corporation having an address of 765 Old Saw Mill River Road, Tarrytown, NY 10591 (“Emisphere”).

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