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 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...Warrant Agreement • February 28th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
1 Exhibit 10.62 WARRANT AGREEMENT AGREEMENT, dated as of this 20th day of May, 1997, by and among GENTA INCORPORATED, a Delaware corporation ("Company"), CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as warrant agent ("Warrant Agent"), and PARAMOUNT...Warrant Agreement • March 30th, 2000 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
January 28, 1997 VIA FACSIMILE: (212) 554-4490 Lindsay A. Rosenwald, M.D. Paramount Capital Asset Management, Inc. 787 Seventh Avenue New York, NY 10019 Dear Lindsay: This letter confirms the agreement between Genta Incorporated (the "Company") and...Purchase Agreement • February 28th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
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
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
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...Warrant Agreement • April 16th, 1998 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
AGREEMENTConsulting Agreement • April 16th, 1998 • Genta Incorporated /De/ • 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
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 • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
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...Employment Agreement • August 14th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • New Jersey
SUBLEASE BETWEEN INTERNEURON PHARMACEUTICALS, INC., SUBLANDLORD AND GENTA, INC., SUBTENANTSublease Agreement • May 17th, 1999 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
GENTA INCORPORATED TWO OAK WAY BERKELEY HEIGHTS, NJ 07922Employment Agreement • April 1st, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New Jersey
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
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • September 20th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.4 GENTA INCORPORATED NON-EMPLOYEE DIRECTORS' 1998 STOCK OPTION PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of May 28th, 1998, between GENTA INCORPORATED, a Delaware corporation (the "Company"), and the...Stock Option Agreement • August 14th, 1998 • 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)
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
by and between Genta, Inc. andLicense Agreement • August 14th, 2000 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New York
SUBLEASESublease • April 1st, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
RECITALSRegistration Rights Agreement • August 13th, 2002 • Genta Incorporated /De/ • 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
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)
LEASE BETWEENLease Agreement • August 14th, 2000 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New Jersey
FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATEDCommon Stock Purchase Warrant • June 17th, 2009 • Genta Inc De/ • 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 [___], 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) 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).
AGREEMENTCollaboration Agreement • April 1st, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • Delaware
GENTA INCORPORATED TWO OAK WAY BERKELEY HEIGHTS, NJ 07922Employment Agreement • April 1st, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • New Jersey
ARTICLE I DEFINITIONSLicense Agreement • October 29th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • Delaware
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...Common Stock Purchase Warrant • November 14th, 1996 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • California
WHEREAS:Convertible Note Purchase Agreement • August 13th, 2002 • Genta Incorporated /De/ • Biological products, (no disgnostic substances)
EXHIBIT 10.86 EXECUTIVE COMPENSATION AGREEMENT THIS AGREEMENT is entered into as of January 1, 1996, by and between Howard Sampson (the "Employee") and Genta Incorporated, a Delaware corporation (the "Company"). This Agreement supersedes any prior...Executive Compensation Agreement • March 14th, 1997 • Genta Incorporated /De/ • Biological products, (no disgnostic substances) • California
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Dated as of December 1, 2002 Dr. Raymond P. Warrell, Jr. Two Connell Drive Berkeley Heights, NJ 07922 Dear Dr. Warrell: We are pleased that you are willing to continue to serve as Chief Executive Officer, and Chairman of the Board of Directors (the...Employment Agreement • July 25th, 2003 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
