exv10w2



 






Exhibit
10.2






February 23, 2007




CONFIDENTIAL




Richard J. Moran

Chief Financial Officer

Genta Incorporated

200 Connell Drive

Berkeley Heights, NJ 07922




Dear Mr. Moran:




     This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC
(“R&R” or the “Placement Agent”) and Genta Incorporated (the “Company”),
that R&R shall serve as the exclusive placement agent for the Company, on a “reasonable best
efforts” basis, in connection with the proposed placement (the “Placement”) of registered
securities (the “Securities”) of the Company, including shares (the “Shares”) of
the Company’s common stock (the “Common Stock”). The terms of such Placement and the
Securities shall be mutually agreed upon by the Company and the purchasers (each, a
“Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that
R&R would have the power or authority to bind the Company or any Purchaser or an obligation for the
Company to issue any Securities or complete the Placement. This Agreement and the documents
executed and delivered by the Company and the Purchasers in connection with the Placement shall be
collectively referred to herein as the “Transaction Documents.” The date of the
closing of the Placement shall be referred to herein as the “Closing Date.” The Company
expressly acknowledges and agrees that R&R’s obligations hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a commitment by R&R to
purchase the Securities and does not ensure the successful placement of the Securities or any
portion thereof or the success of R&R with respect to securing any other financing on behalf of the
Company.



SECTION 1. Compensation and other Fees.




     As compensation for the services provided by R&R hereunder, the Company agrees to pay to R&R:



          (A) The fees set forth below with respect to the Placement:





A cash fee payable immediately upon the closing of the Placement and equal to 5% of the

aggregate gross proceeds raised in the Placement.



          (B) The Company also agrees to reimburse R&R’s expenses (with supporting invoices/receipts) up
to a maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the
event of) the closing of the Placement.




SECTION 2. REGISTRATION STATEMENT.




The Company represents and warrants to, and agrees with, the Placement Agent that:




 









 





Genta Incorporated

02/23/2007

Page 2




     (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (Registration File No. 333-114151 under the Securities
Act of 1933, as amended (the “Securities Act”), which became effective on May 11, 2004, for the
registration under the Securities Act of the Shares. At the time of such filing, the Company met
the requirements of Form S-3 under
the Securities Act. Such registration statement meets the requirements set forth in Rule
415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the
Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the
“Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of
prospectus included in such registration statement relating to the placement of the Shares and the
plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such
registration statement, including the exhibits thereto, as amended at the date of this Agreement,
is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears
in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented
form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule
424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or
the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by
reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date
of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the
case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date
of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the
case may be, deemed to be incorporated therein by reference. All references in this Agreement to
financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base
Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information which is or
is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the
Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the
Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been
issued, and no proceeding for any such purpose is pending or has been initiated or, to the
Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing
prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale
Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses,
if any, used in connection with the Placement, including any documents incorporated by reference
therein.



     (B) The Registration Statement (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration
Statement and any post-effective amendment thereto, at the time it became effective, complied in
all material respects with the Securities Act and the Exchange Act and the applicable Rules and
Regulations and did not and, as amended or supplemented, if applicable, will not, contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale
Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all
material respects with the Securities Act and the Exchange Act and the applicable Rules and
Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The
Incorporated Documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none
of such documents,



 









 





Genta Incorporated

02/23/2007

Page 3



when they were filed with the Commission, contained any untrue statement of a
material fact or omitted to state a material fact necessary to make the statements therein (with
respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus
Supplement), in light of the circumstances under which they were made not
misleading; and any further documents so filed and incorporated by reference in the Base
Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are
filed with the Commission, will conform in all material respects to the requirements of the
Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. No
post-effective amendment to the Registration Statement reflecting any facts or events arising after
the date thereof which represent, individually or in the aggregate, a fundamental change in the
information set forth therein is required to be filed with the Commission. There are no documents
required to be filed with the Commission in connection with the transaction contemplated hereby
that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed
within the requisite time period. There are no contracts or other documents required to be
described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or
to be filed as exhibits or schedules to the Registration Statement, which have not been described
or filed as required.




     (C) The Company is eligible to use free writing prospectuses in connection with the Placement
pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the
Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be,
filed with the Commission in accordance with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Each free writing prospectus that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or
that was prepared by or behalf of or used by the Company complies or will comply in all material
respects with the requirements of the Securities Act and the applicable rules and regulations of
the Commission thereunder. The Company will not, without the prior consent of the Placement Agent,
prepare, use or refer to, any free writing prospectus.



     (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement
Agent complete conformed copies of the Registration Statement and of each consent and certificate
of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the
Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the
Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has
distributed and none of them will distribute, prior to the Closing Date, any offering material in
connection with the offering and sale of the Shares other than the Base Prospectus, the Time of
Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the
documents incorporated by reference therein and any other materials permitted by the Securities
Act.


SECTION 3. REPRESENTATIONS AND WARRANTIES. The Company hereby makes to the
Placement Agent all of the representations and warranties which the Company is making to the
Purchasers in Section 3.1 of the Securities Purchase Agreement between the Company and each
Purchaser, as if set forth in full herein, plus the following representation: There are no
affiliations with any NASD member firm among the Company’s officers, directors or, to the knowledge
of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in
the Base Prospectus.



SECTION 4. INDEMNIFICATION. The Company agrees to the indemnification and
other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and
shall survive the termination or expiration of this Agreement.





 









 








Genta Incorporated

02/23/2007

Page 4



SECTION 5. ENGAGEMENT TERM. R&R’s engagement hereunder will be for the period of
10 days. Notwithstanding anything to the contrary contained herein, the provisions concerning
confidentiality, indemnification, contribution and the Company’s obligations to pay fees and
reimburse expenses contained
herein and the Company’s obligations contained in the Indemnification Provisions will survive any
expiration or termination of this Agreement. R&R agrees not to use any confidential information
concerning the Company provided to them by the Company for any purposes other than those
contemplated under this Agreement.



SECTION 6. R&R INFORMATION. The Company agrees that any information or advice
rendered by R&R in connection with this engagement is for the confidential use of the Company only
in their evaluation of the Placement and, except as otherwise required by law, the Company will not
disclose or otherwise refer to the advice or information in any manner without R&R’s prior written
consent.



SECTION 7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall
not be construed as creating rights enforceable by any person or entity not a party hereto, except
those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that R&R is not and shall not be construed as a fiduciary of the Company and shall have
no duties or liabilities to the equity holders or the creditors of the Company or any other person
by virtue of this Agreement or the retention of R&R hereunder, all of which are hereby expressly
waived.



SECTION 8. CLOSING. The obligations of the Placement Agent and the Purchasers,
and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and
on the Closing Date, of the representations and warranties on the part of the Company and its
Subsidiaries contained herein, to the accuracy of the statements of the Company and its
Subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the
Company and its Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions:




     (A) No stop order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been initiated or threatened by the
Commission, and any request for additional information on the part of the Commission (to be
included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or
otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent.
Any filings required to be made by the Company in shall have been timely filed with the Commission.



     (B) The Placement Agent shall not have discovered and disclosed to the Company on or prior to
the Closing Date that the Registration Statement, the Base Prospectus or the Prospectus Supplement
or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion
of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of
such counsel, is material and is required to be stated therein or is necessary to make the
statements therein not misleading.



     (C) All corporate proceedings and other legal matters incident to the authorization, form,
execution, delivery and validity of each of this Agreement, the Securities, the Registration
Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating
to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all
material respects to counsel for the Placement Agent, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to enable them to pass upon
such matters.



     (D) The Placement Agent shall have received from outside counsel to the Company such counsel’s
written opinion, addressed to the Placement Agent and the Purchasers dated as of the Closing Date,
in form and substance reasonably satisfactory to the Placement Agent, which opinion shall include a
“10b-5” representation from such counsel.



 









 





Genta Incorporated

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     (E) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the
latest audited financial statements included or incorporated by reference in the Base Prospectus,
any loss or interference with its business from fire, explosion, flood, terrorist act or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth in or contemplated by the Base Prospectus and
(ii) since such date there shall not have been any change in the capital stock or long-term debt of
the Company or any of its Subsidiaries or any change, or any development involving a prospective
change, in or affecting the business, general affairs, management, financial position,
stockholders’ equity, results of operations or prospects of the Company and its Subsidiaries,
otherwise than as set forth in or contemplated by the Base Prospectus, the effect of which, in any
such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material
and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the
Securities on the terms and in the manner contemplated by the Base Prospectus, the Time of Sale
Prospectus, if any, and the Prospectus Supplement.



     (F) The Common Stock is registered under the Exchange Act and, as of the Closing Date, the
Shares shall be listed and admitted and authorized for trading on Nasdaq National Market, and
satisfactory evidence of such actions shall have been provided to the Placement Agent. The Company
shall have taken no action designed to, or likely to have the effect of terminating the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the
Common Stock from Nasdaq National Market, nor has the Company received any information suggesting
that the Commission or Nasdaq National Market is contemplating terminating such registration or
listing.



     (G) Subsequent to the execution and delivery of this Agreement, there shall not have occurred
any of the following: (i) trading in securities generally on the New York Stock Exchange, the
Nasdaq National Market or the American Stock Exchange or in the over-the-counter market, or trading
in any securities of the Company on any exchange or in the over-the-counter market, shall have been
suspended or minimum or maximum prices or maximum ranges for prices shall have been established on
any such exchange or such market by the Commission, by such exchange or by any other regulatory
body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been
declared by federal or state authorities or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United States, (iii) the United
States shall have become engaged in hostilities in which it is not currently engaged, the subject
of an act of terrorism, there shall have been an escalation in hostilities involving the United
States, or there shall have been a declaration of a national emergency or war by the United States,
or (iv) there shall have occurred any other calamity or crisis or any change in general economic,
political or financial conditions in the United States or elsewhere, if the effect of any such
event in clause (iii) or (iv) makes it, in the sole judgment of the Placement Agent, impracticable
or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the
manner contemplated by the Base Prospectus and the Prospectus Supplement.



     (H) No action shall have been taken and no statute, rule, regulation or order shall have been
enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date,
prevent the issuance or sale of the Securities or materially and adversely affect or potentially
and adversely affect the business or operations of the Company; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall
have been issued as of the Closing Date which would prevent the issuance or sale of the Securities
or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.



     (I) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K
with respect to the Placement, including as an exhibit thereto this Agreement.



 









 





Genta Incorporated

02/23/2007

Page 6




     (J) The Company shall have entered into subscription agreements with each of the Purchasers
and such agreements shall be in full force and effect and shall contain representations and
warranties of the Company as agreed between the Company and the Purchasers.



     (K) The NASD shall have raised no objection to the fairness and reasonableness of the terms
and arrangements of this Agreement. In addition, the Company shall, if requested by the Placement
Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, an Issuer
Filing with the NASDR, Inc. Corporate Financing Department pursuant to NASD Rule 2710 with respect
to the Registration Statement and pay all filing fees required in connection therewith.



     (L) Prior to the Closing Date, the Company shall have furnished to the Placement Agent
such further information, certificates and documents as the Placement Agent may reasonably request.



     All opinions, letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Placement Agent.


SECTION 9. Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made and to be
performed entirely in such State. This Agreement may not be assigned by either party without the
prior written consent of the other party. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted assigns. Any right to
trial by jury with respect to any dispute arising under this Agreement or any transaction or
conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought
into the courts of the State of New York or into the Federal Court located in New York, New York
and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each
party hereto hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If either party shall commence an action or proceeding to
enforce any provisions of a Transaction Document, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.



SECTION 10. Entire Agreement/Misc. This Agreement (including the attached
Indemnification Provisions) embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings relating to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect. This Agreement may not be
amended or otherwise modified or waived except by an instrument in writing signed by both R&R and
the Company. The representations, warranties, agreements and covenants contained herein shall
survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable.
This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or a .pdf format file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.




 









 








Genta Incorporated

02/23/2007

Page 7



SECTION 11. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified on the signature pages attached hereto
prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number
on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m.
(New York City time) on any business day, (c) the business day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages hereto.




 









 








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Page 8



Please confirm that the foregoing correctly sets forth our agreement by signing and returning to
R&R the enclosed copy of this Agreement.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	RODMAN & RENSHAW, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas G. Pinou
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas G. Pinou	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notice:	 	 
	 	 	1270 Avenue of the Americas, 16th Floor	 	 
	 	 	New York, NY, 10020	 	 






Accepted and Agreed to as of

the date first written above:




	 	 	 	 	 
	GENTA INCORPORATED	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard J. Moran
	 	 
	 

	 	 	 	 
	 

	 	Name: Richard J. Moran	 	 
	 

	 	Title: Senior Vice President, Chief Financial

Officer & Corporate Secretary	 	 






Address for notice:




200 Connell Drive

Berkeley Heights, NJ 07922




 









 





Genta Incorporated

Indemnification Provisions

02/23/2007




ADDENDUM A




INDEMNIFICATION PROVISIONS




     In connection with the engagement of Rodman & Renshaw, LLC (“R&R”) by Genta
Incorporated (the “Company”) pursuant to a letter agreement dated September 19, 2006,
between the Company and R&R, as it may be amended from time to time in writing (the
“Agreement”), the Company hereby agrees as follows:




	1.	 	To the extent permitted by law, the Company will indemnify R&R and its affiliates,
stockholders, directors, officers, employees and controlling persons (within the meaning of
Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are
incurred (including the reasonable fees and expenses of counsel), relating to or arising out
of its activities hereunder or pursuant to the Agreement, except to the extent that any
losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in
a final judgment (not subject to appeal) by a court of law to have resulted primarily and
directly from R&R’s willful misconduct or gross negligence in performing the services
described herein.
	 
	2.	 	Promptly after receipt by R&R of notice of any claim or the commencement of any action or
proceeding with respect to which R&R is entitled to indemnity hereunder, R&R will notify the
Company in writing of such claim or of the commencement of such action or proceeding, and the
Company will assume the defense of such action or proceeding and will employ counsel
reasonably satisfactory to R&R and will pay the fees and expenses of such counsel.
Notwithstanding the preceding sentence, R&R will be entitled to employ counsel separate from
counsel for the Company and from any other party in such action if counsel for R&R reasonably
determines that it would be inappropriate under the applicable rules of professional
responsibility for the same counsel to represent both the Company and R&R. In such event, the
reasonable fees and disbursements of no more than one such separate counsel will be paid by
the Company. The Company will have the exclusive right to settle the claim or proceeding
provided that the Company will not settle any such claim, action or proceeding without the
prior written consent of R&R, which will not be unreasonably withheld.
	 
	3.	 	The Company agrees to notify R&R promptly of the assertion against it or any other person of
any claim or the commencement of any action or proceeding relating to a transaction
contemplated by the Agreement.
	 
	4.	 	If for any reason the foregoing indemnity is unavailable to R&R or insufficient to hold R&R
harmless, then the Company shall contribute to the amount paid or payable by R&R as a result
of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect
not only the relative benefits received by the Company on the one hand and R&R on the other,
but also the relative fault of the Company on the one hand and R&R on the other that resulted
in such losses, claims, damages or liabilities, as well as any relevant equitable
considerations. The amounts paid or payable by a party in respect of losses, claims, damages
and liabilities referred to above shall be deemed to include any legal or other fees and
expenses incurred in defending any litigation, proceeding or other action or claim.
Notwithstanding the provisions hereof, R&R’s share of the liability hereunder shall not be in
excess of the amount of fees actually received, or to be received, by R&R under the Agreement
(excluding any amounts received as reimbursement of expenses incurred by R&R).




 









 











Genta Incorporated

Indemnification Provisions

02/23/2007





	5.	 	These Indemnification Provisions shall remain in full force and effect whether or not the
transaction contemplated by the Agreement is completed and shall survive the termination of
the Agreement, and shall be in addition to any liability that the Company might otherwise have
to any indemnified party under the Agreement or otherwise.





	 	 	 	 	 	 	 
	 	 	RODMAN & RENSHAW, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas G. Pinou
 

	 	  
	 	 	Name: Thomas G. Pinou	 	 
	 	 	Title: Chief Financial Officer	 	 






Accepted and Agreed to as of

the date first written above:




	 	 	 	 	 
	GENTA INCORPORATED	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard J. Moran
	 	 
	 

	 	 	 	 
	Name: Richard J. Moran	 	 
	Title: Senior Vice President, Chief Financial
Officer & Corporate Secretary