0000950136-06-006465 Sample Contracts

Genta Incorporated Two Connell Drive Berkeley Heights, NJ 07922
Incentive Stock Option Agreement • August 8th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New Jersey

We are pleased that you are willing to continue to serve as President, Pharmaceutical Development 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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