**DEVELOPMENTAND LICENSE AGREEMENT  BETWEEN****GENTA INCORPORATED****AND****EMISPHERE TECHNOLOGIES, INC.****March 22, 2006**

**DEVELOPMENTAND LICENSE AGREEMENT**
     **THISDEVELOPMENT  AND  LICENSE  AGREEMENT**  (the***“Agreement”***)  is  entered  into  asof  March  22,  2006  (the***“Effective  Date”***)  by  and  between  **GENTAINCORPORATED**,  a  Delaware  corporation  having a place of business at 2 Connell  Drive,Berkeley  Heights,  New Jersey  07922  (***“Genta”***),  and  **EMISPHERETECHNOLOGIES,  INC.**, a Delaware  corporation having  an address  of 765 Old  SawMill  River  Road,  Tarrytown,  NY  10591 (***“Emisphere”***).

**Recitals**
     **WHEREAS**,Emisphere  is a  biopharmaceutical  company  specializing  in the oral  delivery oftherapeutic  molecules  and compounds;

     **WHEREAS,**Emisphere  has  developed  a  certain  oral  delivery  technology  known  as  eligenTM,and  oral  dosage  formulations of therapeutic compounds;

     **WHEREAS,**Genta  is  a  biopharmaceutical  company  engaged in the  research,  development  andcommercialization  of pharmaceutical products;

     **WHEREAS,**Genta  has  developed  a  gallium-nitrate  compound  known as GANITE®,  for whichGenta has  obtained FDA  approval  to  market  and  sell  (and  which  Genta  currentlymarkets and sells) as an  intravenous  treatment  for patients  with cancer-relatedhypercalcemia;

     **WHEREAS,**Genta desires to develop,  and Emisphere is  willing  to  develop  for  Genta,  acustomized  version  of  Emisphere’s  eligenTM technology for use withgallium-nitrate  to produce  oral dosage  formulations  of gallium  nitrate and  othergallium-containing compounds;

     **WHEREAS,**Genta  desires to obtain,  and Emisphere is  willing to grant to Genta,  an exclusive,worldwide  right to  develop  and  commercialize  oral  dosage  formulations  of  galliumnitrate and other  gallium-containing  compounds based  upon  the  eligenTM technology,subject  to  the  terms  and  conditions set forth herein.

     **NOW,THEREFORE,**  in  consideration  of the foregoing  premises and the mutual  covenantscontained herein and other  good and valuable  consideration,  the receipt andsufficiency  of  which  are  hereby  acknowledged,  the  parties  agree  as  follows:

**1.DEFINITIONS**

     **1.1 “Active  Pharmaceutical  Ingredient”** or **“API”** shall  mean a compound(in bulk form) having  therapeutic  activity,  excluding any  excipients  and otheringredients  that do not  have any therapeutic activity, and excluding Carriers.

     **1.2 “Affiliate”** shall  mean  an  individual,  trust,  business  trust,  jointventure,  partnership,  corporation,  association  or  any  other  entity  which(directly  or  indirectly)  is  controlled  by,  controls or is under  common  controlwith a party to this  Agreement.  For the purposes of  this  definition,  the  term“control” (including,  with  correlative  meanings,  the terms  “controlledby” and “under  common control  with”) as used with respect to a party,shall  mean the  possession  (directly  or  indirectly)  of more than  fifty percent(50%) of the  outstanding  voting 

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securities ofa  corporation  or  comparable  equity  interest  in any other  type of entity,  orotherwise  having the power to govern the  financial  and  the  operating  policies  orto  appoint  the  management of such entity.

     **1.3 “Carrier”** shall  mean  any  synthetic  chemical  compound that enables a drugmolecule to cross membranes.

     **1.4 “Carrier  A”** shall  mean  the  Carrier  set  forth in  **Exhibit A** hereto that isdesignated as “Carrier A.”

     **1.5 “Carrier  B”** shall  mean  the  Carrier  set  forth in  **Exhibit A** hereto that isdesignated as “Carrier B.”

     **1.6 “Carrier  Inventions”** shall  have  the  meaning  provided in Section 9.1(b).

     **1.7 “Clinical  Plan”** shall mean the plan  agreed upon by  the parties  forconducting  the  Clinical  Program,  as such  plan may be amended from time to time bythe TLC.

     **1.8 “Clinical  Program”** shall  mean  the  program  of  clinical  development  to beconducted  during  the  Clinical  Term,  as  more  fully  described  in the  ClinicalPlan.  At  least  initially,  the focus of the  Clinical  Program will be  the clinicaldevelopment of a Product in the * Field.

     **1.9 “Clinical  Term”** shall  mean  the  period  of  time  commencing  upon the firstdosing of the first  subject  in a  Phase I clinical  trial of a Product  and,  unlessterminated  as  provided  in this  Agreement,  ending  upon the date  upon  which Gentahas obtained an initial  Regulatory  Approval of a  Product in the * Field,  providedthat,  upon mutual  written  consent  after the  Effective  Date the parties may extendthe  Clinical  Term to  pursue  additional  indications.  After the  Effective  Date,the  Clinical  Term may only be  extended by  mutual written  agreement  between theparties that references  this Section 1.9.

     **1.10 “Combination  Invention”** shall  have  the  meaning  provided in Section 9.1(b).

     **1.11 “Combination  Product”** shall  have  the  meaning  provided in Section 6.3(c).

     **1.12 “Confidential  Information”** shall  have the  meaning  provided in Section 11.1.

     **1.13 “Control”** shall  mean,  with  respect  to  any  Information or intellectualproperty  right,  possession by a  party  of  the  ability  (whether  by  ownership,license  or  otherwise)  to grant  access,  a license  or a  sublicense  to  suchInformation  or  intellectual  property  right  without  violating  the  terms of anyagreement  or other  arrangement  with any Third Party.

     **1.14 “Development  Plan”** means  collectively  or  individually,  as  contextrequires,  the  Formulation-Development  Plan and/or the Clinical  Development  Plan.

     **1.15 “Development  Program”** means  collectively  or  individually,  as  contextrequires,  the  Formulation-Development  Program  and/or  the  Clinical  DevelopmentProgram.

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     **1.16 “Development  Term”** shall have the  meaning  provided  in Section 12.1.

     **1.17 “DMF”** shall  mean a drug  master  file (as such term  is defined in 21 C.F.R.Part 314.420).

     **1.18 “Emisphere  Inventions”** shall  have  the  meaning  provided in Section 9.1(c).

     **1.19 “Emisphere  Know-How”** shall  mean,  to  the  extent  Controlled  by  Emisphereor  its  Affiliates  as  of  the  Effective  Date  or  at  any  time  during  the  Term,all  Information  not  included  in the Valid  Claims of  Emisphere  Patents  or JointPatents  that is  necessary  or useful  for  Genta  for  to  perform  its  obligationsunder  the  Formulation-Development  Program  or  to  manufacture,  use,  sell,  offerfor sale or import Products,  including,  in each  case,  any  replication  or any  partof any of the  foregoing  Information.

     **1.20 “Emisphere  Patents”** shall  mean,  to  the  extent  Controlled  by  Emisphereor  its  Affiliates  as  of  the  Effective  Date or at any time  during the Term,  allPatents  that  claim  inventions  necessary  or  useful  for  Genta  to  perform  itsobligations  under  the  Formulation-Development  Program  or to  manufacture,  use,sale,  offer  for  sale or  import  of  Products,  but  excluding  in each  case theJoint  Patents.  For  clarity,  Emisphere  Patents  includes  all  Patents that claimEmisphere Inventions.

     **1.21 “Emisphere  Technology”** shall  mean  the  Emisphere  Patents and EmisphereKnow-How.

     **1.22 “Existing  MTA”** means  the  Material  Transfer  Agreement between the partiesdated July 8, 2004.

     **1.23 “FDA”** shall  mean the  United  States  Food and Drug  Administration,  or anysuccessor  agency  thereto  having the  administrative  authority to regulate  themarketing of human  pharmaceutical  products or biological  therapeutic  products,delivery systems and devices in the United States of America.

     **1.24 “Field”** shall mean all human and  veterinary  medical  uses.

     **1.25 “First  Commercial  Sale”** shall mean, with respect to  any Product,  the firstsale in a country  after the governing  health  regulatory  authority  of  such  countryhas  granted  Regulatory Approval to market and sell the Product.

     **1.26 “Formulation-Development  Budget”** means  budget  agreed  upon by the  partiesfor  Emisphere’s  conduct of its  responsibilities  under theFormulation-Development  Program,  as such  budget may be  amended  from time to time bythe TLC.  The  Formulation-Development  Budget  in  effect  as  of  the  Effective  Dateof this  Agreement has been agreed upon by the  parties in writing.

     **1.27 “Formulation-Development  Plan”** shall  mean the plan  agreed  upon  by  theparties  for  conducting  the  Formulation-Development  Program,  as such plan may beamended  from  time  to time by the  TLC.  The  Formulation-Development  Plan in  effectas of the  Effective  Date of this  Agreement  has been agreed upon by the parties inwriting.

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     **1.28 “Formulation-Development  Program”** shall  mean  the  program of formulationresearch and  development of a Product  (including  selection  and  incorporation  ofthe  Program  Carrier in connection  therewith)  to be conducted  during theFormulation-Development  Term, as more fully  described in the  Formulation-DevelopmentPlan. At least  initially,  the focus  of the  Formulation-Development  Program  will bethe research  and development of a Product for use within the * Field.

     **1.29 “Formulation-Development  Term”** shall  mean  the  period  of time  commencingupon the  Effective  Date of this  Agreement and,  unless earlier  terminated as providedin this  Agreement,  ending  upon  completion  of  the  activities  set  forth in theFormulation-Development Plan.

     **1.30 “Gallium  Compound”** means a compound  containing the  element  gallium(including,  without  limitation,  a Gallium  Salt) as its Active PharmaceuticalIngredient.

     **1.31 “Gallium  Inventions”** shall  have  the  meaning  provided in Section 9.1(b).

     **1.32 “Gallium  Salt”** means  any  salt  form  of  gallium,  including  withoutlimitation  gallium  nitrate,  gallium  citrate,  gallium  maltolate  or gallium  sulfatein anhydrous  solvate or hydrate forms.

     **1.33 “Genta  Inventions”** shall have the meaning  provided  in Section 9.1(c).

     **1.34 “Genta  Know-How”** shall  mean,  to  the  extent  Controlled  by Genta  or itsAffiliates  as of the  Effective  Date or at any time  during  the  Term,  allInformation  not  included  in the  Genta  Patents  or  Joint  Patents  that  isnecessary or useful for  Emisphere to perform its  obligations  under theFormulation-Development  Program or the manufacture  and supply of Products  underArticle 8. For  clarity,  other  than  the  Gallium  Salt (in the form of  galliumnitrate  or  such  other  form  as  may  be the  subject  of  the  parties’ effortsunder this  Agreement)  and the Materials (as defined  in Section  3.7) that Genta isrequired  to provide  under the  Formulation-Development  Plan,  no  compositions  ofmatter,  cells,  cell  lines,  assays,  animal  models  and  physical,  biological  orchemical  materials  owned  or  Controlled  by  Genta  or  its  Affiliates  are  includedwithin  the  Genta  Know-How to be provided hereunder.

     **1.35 “Genta  Patents”** shall  mean,  to  the  extent  Controlled  by Genta  or itsAffiliates  as of the  Effective  Date or at any time during the Term,  all  Patentsthat claim  inventions  necessary  or useful for  Emisphere to perform its  obligationsunder  the  Formulation-Development  Program  or  under  Article  8,  but  excluding  theJoint  Patents.  For  clarity,  Genta Patents  includes all Patents that claim GentaInventions.

     **1.36 “Genta  Technology”** shall mean the Genta Patents and  the Genta Know-How.

     **1.37 “*  Field”** shall  have  the  meaning  provided  in  Section 6.2(b)(i).

     **1.38 “Improvement”** shall  mean,  with  respect  to  the  Program  Carrier or aPotential  Program  Carrier,  a Carrier  that is derived  from or based upon the ProgramCarrier,  any  Potential 

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ProgramCarrier,  or  any  other  Emisphere  Technology,  but  that  also  incorporates  orembodies  enhancements, modifications or improvements thereto.

     **1.39 “IND”** shall  mean  an  Investigational  New  Drug  Application  filed  withthe  FDA,  or  the  equivalent  application  or filing  filed  with any  equivalentagency or  governmental  authority  outside the United  States of America  (including anysupra-national  agency such as in the European  Union)  necessary  under law to commencehuman clinical trials  in such jurisdiction.

     **1.40 “Information”** shall  mean  all  tangible  and  intangible  (a) techniques,technology,  practices,  trade  secrets,  inventions  (whether  patentable  or not),methods,  knowledge,  know-how,  skill, experience,  test and commercial  data andresults  (including  pharmacological,  toxicological,  clinical and pre-clinical  testdata and results),  analytical  and quality control data,  results or  descriptions,software  and  algorithms  and  (b) compounds,  compositions  of matter,  cells,cell  lines,  assays,  animal  models  and  physical,  biological or chemical materials.

     **1.41 “Inventions”** shall  have  the  meaning  provided  in  Section 9.1(a).

     **1.42 “Joint  Inventions”** shall have the meaning  provided  in Section 9.1(c).

     **1.43 “Joint  Patents”** shall mean all Patents that claim a  Joint Invention.

     **1.44 “Joint  Technology”** shall mean the Joint Patents and  Joint Inventions.

     **1.45 “Milestones”** means,  collectively,  the  First  Milestone  (including theindividual  Formulation-Development  Term Milestones therein),  Second Milestone,  ThirdMilestone,  Fourth Milestone,  Fifth Milestone, and Sixth Milestone,  each  of whichshall have the meaning provided in Section 6.2(a).

     **1.46 “NDA”** shall  mean a New  Drug  Application  (as more  fully  defined  in 21C.F.R.  Part 314.5  *et  seq*.)  and  all  amendments  and  supplements  theretofiled with the FDA,  or  the equivalent  application  filed with any equivalent  agencyor  governmental  authority  outside  the  United  States  of  America  (including anysupra-national  agency such as in the  European  Union),  including all  documents,data,  and other  information  concerning  a  pharmaceutical  product  which arenecessary for gaining  Regulatory  Approval to market and sell  such pharmaceuticalproduct in the relevant jurisdiction.

     **1.47 “Net  Sales”** shall mean the gross  amounts  received  by  Genta  or itsAffiliates  or  Sublicensees  for  sales of  Products  to Third  Parties  (it beingunderstood  that sales  between  Genta,  its  Affiliates  and  Sublicensees  are  notincluded  within  Net Sales,  unless  the buying  party is the  end user of suchProduct,  in which  case the  amount  billed  therefor  shall  be  deemed  to be theamount  that  would be  billed  to  a  Third  Party  end  user  in  an  arm’s-lengthtransaction),  less  the  following  deductions:  (i)  returns  and return  reserves(such reserves  consistent with generally  accepted  accounting  principles  (***“GAAP”***))(including  allowances  actually  given for spoiled,  damaged,  out-dated,  rejected orreturned  Product sold,  withdrawals and recalls),  (ii)  rebates  to  the  extentconsistently  and  reasonably  applied  by Genta or its  Affiliates  or  Sublicensees  toits  products,  price  reductions,  rebates  to  welfare  systems,  (iii) charge  backsand charge back  reserves  (such  reserves  consistent  with GAAP),  (iv) cash salesincentives (but only  to  the  extent  it is a  sales  related  deduction  which  isaccounted for within Genta or its  Affiliates or 

5.

Sublicenseeson  a  product-by-product  basis),  (v)  government  mandated  rebates and similar typesof rebates  (e.g.,  Medicaid),  each  as  consistently  and  reasonably  applied  byGenta  or  its  Affiliates  or  Sublicensees  to  its  products,  (vi)  volume(quantity)  discounts  and cash  discounts),  as  consistently  and  reasonably  appliedby  Genta  or  its  Affiliates  or  Sublicensees  to its  products,  and (vii) taxes(value added  or sales  taxes,  government  mandated  exceptional  taxes and  other taxesdirectly  linked to the gross sales  amount),  it  being  understood  that income andcapital gains taxes are not  the  type  of  taxes  contemplated  as  a  deduction  inthis  definition of Net Sales.

     **1.48 “Oral  Formulation”** shall  mean  a  pharmaceutical  product  containing on theone hand, a Gallium  Compound,  and  on  the  other  hand,  any  Carrier,  that  isuseful  and is  marketed only for oral  administration,  including  sublingual  andbuccal dosage forms.

     **1.49 “Patents”** shall mean  (a) United  States and foreign  patents,re-examinations,  reissues, renewals, extensions and  term  restorations,  and (b) pendingapplications  for United  States and foreign  patents,  including,  without  limitation,provisional  applications,  non-provisional  applications,  continuations,continuations-in-part,  divisional  and  substitute  applications,  including,  withoutlimitation,  inventors’ certificates.

     **1.50 “Potential  Program  Carriers”** shall mean the two (2)  Carriers  set  forth  in      **Exhibit  A**  hereto,  designated  as  “Carrier  A” and  “Carrier  B,” respectively,and  such  additional  Carriers,  if any,  that the Parties  agree to add  as PotentialProgram Carriers as set forth in Section 3.8.

     **1.51 “Product”** shall  mean  any  Oral  Formulation  containing a Gallium Compoundand the Program Carrier.

     **1.52 “Program  Carrier”** shall mean the  Carrier  selected  by the parties to beincorporated  into the Products  pursuant  to the  Formulation-Development  Program  inaccordance  with  Section 3.8.

     **1.53 “Regulatory  Approval”** shall  mean  any  and  all  approvals  (including  priceand  reimbursement  approvals),  licenses,  registrations,  or  authorizations  of anycountry,  federal,  state  or  local  regulatory  agency,  department,  bureau or othergovernment  entity that is necessary  for the  manufacture,  use, storage,  import,transport and/or sale of  a Product in such jurisdiction.

     **1.54 “Regulatory  Authority”** shall  mean  any  and  all  national,  supra-national,regional,  state  or  local  regulatory agency,  department,  bureau,  commission,council  or  other  governmental  entity,  whose  approval  or  authorization  isnecessary  for,  or to whom  notice must be  given  prior to, the  manufacture,distribution,  use or sale  of a Product.

     **1.55 “Sublicensee”** means a Third  Party to whom  Genta or  a  Genta  Affiliate  hasgranted  a  sublicense  under  the  Emisphere  Technology to manufacture  and/or sellProducts.  A  Sublicensee  shall be considered a **“Domestic  Sublicensee”** tothe  extent  Genta  or a  Genta  Affiliate  has  granted  it a  sublicense  under theEmisphere  Technology  to sell Products  in the  United  States,  and a  **“ForeignSublicensee”** to the  extent  Genta  or  a  Genta  Affiliate  has  granted  it  asublicense  under the  Emisphere  Technology  to sell Products  outside the UnitedStates.  For  clarity,  (i) Net Sales of a  Sublicensee  who,  under  sublicense  fromGenta  or a  Genta  Affiliate,  makes Products  inside the United States and sells  themoutside the United States are  considered

6.

Net Sales of aForeign  Sublicensee,  (ii) Net  Sales of a  Sublicensee  who,  under  sublicense  fromGenta  or a  Genta  Affiliate,  makes  Products  outside the United  States and sellsthem inside the  United  States  are  considered  Net  Sales  of  a  DomesticSublicensee,  and (iii) a Sublicensee  who,  under  sublicense  from Genta or a GentaAffiliate,  sells Products globally,  is  considered a Domestic  Sublicensee  withrespect to sales made  inside  the  United  States  and a  Foreign  Sublicensee  withrespect to Net Sales made outside the United States.

     **1.56 “Supply  Agreement”** shall have the meaning  provided  in Article 8.

     **1.57 “Technical  Liaison  Committee”** or **“TLC”** shall mean  the committeeformed pursuant to Section 2.1.

     **1.58 “Term”** shall  have  the  meaning  provided  in  Section 12.1.

     **1.59 “Third  Party”** shall  mean  any  entity  other  than  Emisphere or Genta or anAffiliate of Emisphere or Genta.

     **1.60 “Valid  Claim”** shall  mean any  claim  in an  issued  Emisphere  Patent that(i) has not  expired,  been  cancelled,  been  declared  invalid,  or been  admitted  tobe  invalid or  unenforceable  by a decision of a court or  government  agency  ofcompetent  jurisdiction  to which an appeal or other legal  recourse is not, or is nolonger,  possible,  and (ii) has not  been  admitted  to be  invalid  by the  patent’sowner or its  successor  or  assigns  through  reissue,  re-examination,  or  disclaimer.

**2.TECHNICAL LIAISON COMMITTEE**

     **2.1Technical  Liaison  Committee.**  Promptly  after  the  Effective  Date,  the parties  willform a  Technical  Liaison  Committee  (the ***“TLC”***)  composed of three (3)representatives  of each of Genta  and  Emisphere.  One (1)  representative  of  Genta onthe TLC shall be selected  to act as the  chairperson  of the  TLC.  The TLC  shall  meetas  needed,  but at  least  quarterly  during  the  Development  Term  (and  upon  thetermination  or expiration of the  Development  Term,  the TLC  shall  dissolve  andhave  no  further  function  under  this  Agreement).  Such  meetings  may  be  conductedby  videoconference,  teleconference  or in person.  A  reasonable  number  ofadditional  representatives  of  either  party may  attend  meetings  of the TLC,subject  to  Articles 9 and 11.  Should the  additional  representatives  not be anemployee of  either  party,  such  individuals  may  attend  TLC  meetings  provided theyhave appropriate  confidentiality  agreements in  place  that are  commensurate  withthose set forth in Article  11 and have  agreed to assign  inventions  to either  partyto  effect  the  intent  of  Article  9.  The  TLC  shall  have  responsibility  to (i)facilitate the exchange of information  between  the  parties,  (ii)  review  progresson  the  implementation  and  completion  of  the  Development  Plan,  includingtimelines  and  adherence  to  the  Formulation-Development  Budget,  and (iii)  makesuch  other  decisions  as are  expressly  allocated  to the TLC under this  Agreement.The TLC  shall  not  have  the  power  to amend or  waive compliance with the terms ofthis Agreement.

     **2.2Decision  Making.**  Decisions  of  the  TLC  shall  be  made by  majority  vote of all TLCmembers  present  either in  person  or  by  other  means  (e.g.,  teleconference)  atany  meeting;  provided  that,  if there is not an equal  number of  TLC members who arerepresentatives  of each party present at  such  meeting,  then  only  an  equal  numberof  such  representatives  of each party 

7.

shall beentitled  to vote at  such  meeting.  In  the  event  that  the  votes  required  toapprove a decision  cannot be reached,  then either party may,  by written  notice to theother,  have such issue  referred to  the Chief  Executive  Officer of Genta and theChief Executive  Officer of Emisphere,  for attempted  resolution by good-faithnegotiations  within  thirty  (30) days after  such  notice is  received.  For allmatters  that  cannot be  resolved by such  Chief  Executive  Officers  upon  request  bya  party,  then  neither  party  shall have the  deciding  vote or the right tochallenge  the  results  thereof,  through  arbitration  or  otherwise,  provided  thatthe  foregoing  shall  not  limit  either  party’s  right to  submit  claims  ofbreach  of this  Agreement for  resolution by binding  arbitration  pursuant to  Section14.3.

**3.  CONDUCTOF FORMULATION-DEVELOPMENT PROGRAM**

     **3.1Objectives.**  Emisphere  hereby  agrees  to  establish  and  conduct  itsresponsibilities  under  the  Formulation-Development  Program  during  theFormulation-Development  Term  in  accordance  with  the  Formulation-Development  Planand  the  timelines  set  forth  therein,  the  Formulation-Development  Budget,  andwith the  terms of this  Agreement,  to  develop  Products  for  further  development andcommercialization by Genta.

     **3.2Initial  Technology  Transfer.**  Commencing  promptly  after  the  Effective  Date:  (a)Genta  shall  disclose  to  Emisphere all existing  Genta  Technology  necessary toenable  Emisphere  to  practice  the  license  granted  to  it  under  Article 5;and  (b) Emisphere  shall  disclose  to Genta  all  existing  Emisphere  Technologynecessary  to enable Genta to  practice  the license  granted to it under  Article 5.During  the  Development  Term,  Emisphere  shall  provide  Genta with  reasonabletechnical  assistance  relating  to the use of the  Emisphere  Technology,  solely  tothe  extent  necessary  to  enable  Genta to  practice  the  licenses  granted to itunder  Article 5.

     **3.3Research  Commitment.**  During  the  Formulation-Development  Term,  Emisphere  shall  usecommercially  reasonable  efforts  to  conduct  its  responsibilities  under  theFormulation-Development  Program  in  accordance  with  the  Formulation-DevelopmentPlan  and  Formulation-Development  Budget,  as revised from time to time  by  the  TLC.Without  limiting  the  generality  of  the  foregoing,  Emisphere  shall  devote  tothe  Formulation-Development  Program  such  personnel  as  is  reasonably  necessary  toconduct  all  of  Emisphere’s  responsibilities  required  under theFormulation-Development  Plan,  it  being  understood  that  Genta  is  and  will  beresponsible  (a) under the  Formulation-Development  Plan only  for the  supply of cGMPquantities  of  Gallium  Salt API (in  the form of  gallium  nitrate or such  GalliumSalt(s) as may  be  mutually  agreed  by  the  parties)  to  Emisphere  in  connectionwith  formulation  development,  and  (b) for  the  conduct  of the  ClinicalProgram  (as set  forth in  greater  detail in Article 4).  Emisphere  acknowledges  thatwhile the  Formulation-Development  Plan  describes  the  principal  activities  thatEmisphere  is  to  perform  under  the  Formulation-Development  Program,  Emisphere’sresponsibilities  under  the  Formulation-Development  Program  (and the  reimbursementprovided  under  Section 6.1) include  all such  activities  that  would  normally  beperformed  to  perform  such  principal  activities,  including  the analysis  andcompilation  of results  from such  activities  in a form  appropriate  for  submissionin an IND filing.  Subject to the  foregoing  Genta  acknowledges  that  Emisphere’sresponsibilities  under  the  Formulation-Development  Program  may not  constitute  allactivities  that  are  necessary  to  develop a Product  for the * Field to the point ofsupporting  the filing of an IND. In addition,  Emisphere  shall  promptly  providewritten  reports  of the  status  of  its  activities  under the  Formulation-DevelopmentPlan and the results  from  its 

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performance  ofsuch  activities,  in  accordance  with a  schedule  agreed  upon by the  parties,  whichshall be in any  event  at  least  monthly.  Each  party  shall  be  solely  responsiblefor  the  costs  and  expenses  incurred  in  connection  with  its  performance  ofDevelopment  Plan  activities,  subject  to  Section  6.1.  Genta  shall  be  responsiblefor  the  conduct  of  toxicology  studies  of  Products  that  it  deems  appropriate,to  the  extent  such  studies  are  not  otherwise  covered  by  theFormulation-Development  Plan.  To the extent  Genta  conducts  any toxicology  studiesof Products,  Emisphere  shall have no  right  to  utilize  the  data  generated  fromsuch  studies  without the prior written  consent of Genta,  unless  required  by  law;      *provided,  however,*  that,  at  Emisphere’s  option,  Emisphere  shall have theright to  purchase  such data solely  for use in  accordance  with  Section 5.3,and Genta  agrees,  subject to Genta’s  consent not to be  unreasonably  withheld,to sell such data to  Emisphere  solely for such  purpose  and  as  ConfidentialInformation  of  Genta  subject  to  the  confidentiality  restrictions of thisAgreement,  upon payment  by  Emisphere  to Genta of an amount  equal to Genta’scost of  conducting the applicable toxicology study(ies).

     **3.4Continuing  Information  Exchange.**  Without  limiting  its  obligations  under Section3.2,  Emisphere shall promptly  disclose  and  keep  Genta  reasonably  informed  as  ofall  Emisphere  Technology  developed  or  obtained,  including  without  limitationinventions,  discoveries  and  technical  developments  made in the course of performingits activities  under  the  Formulation-Development  Program,  and  all  Inventions  madeby employees or  independent  contractors  of  Emisphere  related  to  Oral  Formulationsor  otherwise  necessary or useful for the  Formulation-Development  Program,  with anysuch  Inventions  that are included in the  Emisphere  Technology  and  that  aredirectly  relevant  to  the  Formulation-Development  Program  being  communicatedreasonably  promptly  after it is developed  or  obtained,  or  its  significanceappreciated.  Emisphere  shall  disclose to  Genta,  in  confidence,  all reasonablyrequested  toxicology  and  safety  data  and  other  information  Controlled  byEmisphere  relating to the  Potential  Program  Carriers,  the  Program  Carrier  or  theOral  Formulations;  it  being  understood  that (a) with  respect  to  Carrier  A,Emisphere  shall  be  required  to  disclose  such  information  upon the  EffectiveDate of this  Agreement and  thereafter for so long  as  Carrier A remains a  PotentialProgram  Carrier,  and (b)  with  respect  to the  Carrier  B,  Emisphere  shall  onlybe  required to disclose such information  upon Genta’s  selection  of  Carrier  B*,  and  thereafter  for so long as  Carrier  B  remains a  Potential  Program  Carrier.Emisphere  shall also  provide  reasonable  technical  assistance  to enable Genta toutilize such information.

     **3.5Subcontracts.**  Emisphere  may  perform  some  of  its  obligations  under theFormulation-Development  Plan  through  one  (1) or more  subcontractors,  provided  that(i) for any  subcontractor  involved  in  activities  that  are not  solely  related toCarriers,  Genta approves of the  subcontractor  in  advance  in  writing  (suchapproval  not to be  unreasonably  withheld),  (ii) none  of the  rights of Gentahereunder  are  diminished  or  otherwise  adversely  affected  as a result of  suchsubcontracting,  and (iii) the  subcontractor  undertakes  in  writing  obligationsof  confidentiality  and  non-use  regarding  Confidential  Information  which aresubstantially  the  same  as  those  undertaken  by  Emisphere  pursuant  to  Articles  9and  11  hereof.  In  the  event  that  Emisphere  performs  any  of  its  obligationsunder  the  Formulation-Development  Plan  through a  subcontractor,  then  Emispherewill,  at  all  times,  be  responsible  for  the  performance  and  payment  of  suchsubcontractor  as if  the  obligations  performed by the subcontractor  were performed byEmisphere.  For  clarity,  Emisphere  shall  have the right to  use  subcontractors  toperform  its  activities  under  the  Formulation-Development  Program  solely  inconnection  with  Carriers  without  first  obtaining  Genta’s  approval of suchsubcontractor.

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     **3.6Compliance.**  All work  conducted  by either  party in  connection  with theFormulation-Development  Program,  shall  be conducted in accordance  with  applicableGood  Laboratory  Practices and, if applicable,  Good  Manufacturing  Practices,  as suchrules of practice  and  regulations  are amended  from  time to time.

     **3.7Materials  Transfer.**  In  order  to  facilitate  the  Formulation-Development  Program,Genta has  provided  (under  the  Existing  MTA) and may  continue to provide toEmisphere  certain  biological  materials  or  chemical  compounds  (collectively,  ***“Materials”***)Controlled  by Genta (other than  under this  Agreement)  for use by Emisphere infurtherance of  the  Formulation-Development  Program.  Except  as  otherwise  providedunder this  Agreement,  all such Materials  delivered  to Emisphere  are and will remainthe sole  property of Genta,  have been and will be used by  Emisphere  only infurtherance  of the  Formulation-Development  Program  in  accordance  with  thisAgreement,  have  not  been  and  will  not be  used  or  delivered  to or for thebenefit  of any Third  Party  (other  than a permitted  subcontractor  of Emisphere),and have been  and  will be used in  compliance  with  all  applicable  laws,  rules  andregulations.  In  particular,  Genta  has  or  may  supply  Emisphere  with  GalliumSalt API as set forth in the  Formulation-Development  Plan.  The Materials  suppliedunder  this  Agreement  must be used with  prudence  and  appropriate  caution  in anyexperimental  work  because  not all of their  characteristics  may be known.  Except asexpressly  set forth  herein,  THE  MATERIALS  ARE  PROVIDED “AS IS” ANDWITHOUT ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS OR  IMPLIED,  INCLUDING  WITHOUTLIMITATION  ANY IMPLIED  WARRANTY OF  MERCHANTABILITY  OR OF FITNESS FOR ANY PARTICULARPURPOSE.

     **3.8Selection  of  the  Program  Carrier.**  Under  the  Formulation-Development  Program,Emisphere  shall  perform  pre-clinical  studies and other  activities  to generate  suchdata  and  information  as  is  necessary  to  evaluate  the  suitability  of  each  ofthe  two  (2)  Potential  Program  Carriers  identified  in  **Exhibit A** hereto  forincorporation  into  the  Product  to  be  developed  under  the  Formulation-DevelopmentProgram.  The  selection  of  the  Program Carrier shall be conducted in a * .

**4.DEVELOPMENT  AND  COMMERCIALIZATION  OF  PRODUCTS  BY  GENTA**

     **4.1Development  and  Commercialization  of  Products.**  Subject to the terms and  conditionsof this  Agreement,  and  except as  otherwise  provided  with  respect  to  Emisphere’sperformance  of  its  responsibilities  under  the  Formulation-Development  Programunder  Article  3,  its  preparation  and  maintenance  of certain  regulatory  filingsunder  Article 4,  and  its  manufacturing  responsibilities  under  Article  8,Genta  shall  control  and  be  solely  responsible  for  the  worldwide  developmentand  commercialization  of Products,  at its sole cost and expense.  Genta  herebyagrees to  establish  and conduct the  Clinical  Program  during  the  Clinical  Term inaccordance  with  the  Clinical  Plan and the  timelines  set  forth  therein.  Gentashall  own  all  data  generated  in  the  development  and/or  commercialization  ofProducts  other  than  data  solely  relating to Carriers  (provided  Genta shall havethe right to  access  and use such  Carrier-specific  data as  necessary  to  carry outthe purposes of this Agreement).

     **4.2Disclosure  and  Use  of  Data  Relating  to  Program  Carriers.**  Genta  shall  duringthe  Term of  this  Agreement  promptly  and fully  disclose to Emisphere in writing alldata  generated  by or on  behalf  of  Genta or its  Affiliates  (or  Sublicensees,  tothe extent  provided  to

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and  Controlledby  Genta) with respect to the Program  Carrier.  Emisphere  shall  be free to use allsuch  data  disclosed  to it by  Genta  for  any  purpose  (including,  withoutlimitation,  in support of  patent filings),  other than the  development,  manufactureor  commercialization  of  Oral  Formulations.  Without  limiting  the  generality of theforegoing,  Emisphere  shall be free to  use such  data for the  purpose  ofresearching,  developing,  manufacturing  or  commercializing  the  Program  Carrierpursuant  to  Article 8  hereof  and/or for use of any Carrier  in  combinationwith  any  compound  that  is  not a  Gallium  Compound.

     **4.3Clinical  Trials  and  Clinical  Data.**  Genta  shall  have the sole right to  conductclinical  trials of  Products  in  the  Field.  Genta  shall  establish  and  conductthe  clinical  trials  of  the  Product  developed  under  the  Formulation-DevelopmentProgram  for  the  *  Field  in  accordance  with the  Clinical  Plan.  As between theparties,  Genta shall own all clinical  data and reports  related to any  Productclinical trials  (including,  but not limited to, the  clinical  trials  for  theProduct  developed  under  the  Formulation-Development  Program  for  the  *  Field).All  clinical data relating to Products,  including  safety reports  from such clinicaltrials,  shall be maintained by Genta in a  centralized  database.  Genta  shall be thesole  IND  holder  and  will  solely  own all NDAs for all  Products  as  furtherspecified  in  Section  4.10.  Emisphere  shall have the right  to cross file andreference  data from  Product  INDs or NDAs  with  respect  to  obtaining  RegulatoryApproval  for  any  Program  Carrier  for use in  combination  with  drugs that do  notinclude a Gallium Compound.

     **4.4DMFs and  Information  Relating to Carriers.**  Without  limiting  its  obligations  underSections  3.2  and  3.4,  *  Emisphere  shall provide  Genta with true and completecopies  of  its  DMFs  (if  any  exist)  for  each  Potential  Program  Carrier.  Duringthe Term of this  Agreement,  Emisphere shall  promptly  provide  Genta with true andcomplete  copies of any  additions  that  are  made  to  such  DMFs,  along  with  anyadditional Program  Carrier-related  regulatory and scientific  documents that Gentareasonably  requests that are Controlled  by  Emisphere.  Genta,  its  Affiliates  andSublicensees  hereunder  shall  have the right to cross  file and  reference  data fromthe  Program  Carrier  regulatory  filings  that are  Controlled by Emisphere  solely inconnection  with  obtaining  Regulatory Approval for Products.

     **4.5CMC  Section.**  Emisphere  and  Genta  will  together  develop the Chemistry,Manufacturing  and Controls section of  the NDA for Products.

     **4.6Communications  with Regulatory  Authorities.**  Except  as  required  by  applicable  law,Genta  shall have the sole  right to communicate  with Regulatory  Authoritiesconcerning  Products,  including  conducting  meetings  and  holding  telephonediscussions  with  such  Regulatory  Authorities,  provided  that the  foregoingprohibition  shall not apply to  Emisphere’s  filings and  filing-relatedcommunications  with  Regulatory  Authorities  relating  solely  to  the  ProgramCarrier (in which event  Emisphere  shall  consult  with Genta  prior to suchcommunication  and  consider  Genta’s  input in  good faith) or to  combinations  ofthe Program  Carrier  with  any API other  than a  Gallium  Compound  (in  which  eventno  consultation  with  Genta  will  be  required).  During  the  Development  Term,Emisphere  will assist  Genta,  at Genta’s  reasonable  request,  in preparing forany such communications  or  meetings,  Genta  shall  notify  Emisphere  prior  toscheduling  any  such  meetings  with  the  FDA  to  enable  Emisphere  to  participatein such  meetings,  and  Emisphere  shall  have the right to have a  representative  ofEmisphere  attend  with  Genta  to  observe  any  meeting  with  the  FDA  pertaining  toProducts, 

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providedEmisphere  gives  Genta  reasonable  advance  notice  of  its  desire  to  attend  suchmeeting,  Emisphere  participates  with  Genta  in  Genta’s  preparation  for themeeting,  and the FDA does not object to  Emisphere’s  attendance  orparticipation.  Emisphere’s  participation in  communications  with RegulatoryAuthorities  concerning  Products  shall be subject  to Genta’s  reasonablediscretion.  Genta shall also provide to  Emisphere  copies of  all  meeting  minutesthat are kept  for  Genta  interactions  during  the  Development  Term  with  the  FDAin  respect  of  Products.

     **4.7Assistance  with NDA.**  Emisphere  shall  compile  all  data  and  information  Controlledby  Emisphere  from  any  studies  conducted by or on behalf of Emisphere  involving theProgram  Carrier in a format  appropriate  for NDA filings for  the  Product asnecessary  to support an NDA  submission,  as  determined  by the TLC.  Emisphere  shallprovide  Genta with  such  data  and  information  (including  all  research  andclinical  study  reports)  at a time  agreed  upon by the TLC,  and in any event within areasonable time.

     **4.8Clinical  Efforts.**  Genta  shall  use  commercially  reasonable  efforts to conduct  theClinical  Program  during  the Clinical  Term in  accordance  with the Clinical  Plan, asrevised  from time to time by the TLC.  Without  limiting  the  generality  of theforegoing,  but  subject  to  Section 5.4,  Genta shall devote to the ClinicalProgram such  personnel as  is  consistent  with  the  use  of  commercially  reasonableefforts  to  conduct  Genta’s  activities  under the  Clinical  Plan,  it  beingunderstood  that  Emisphere  is and  will be  responsible  under  the  Clinical  Plan  tosupply  cGMP  quantities  of Product to Genta in  connection  with  clinicaldevelopment,  provided  that  Genta  has first  provided  cGMP  quantities  of GalliumSalt API to  Emisphere  for the purpose  of making such  Product,  as provided  in theClinical  Plan.  In addition,  during the Clinical  Term,  Genta shall promptly  providewritten  reports  of the  status  of  its  activities  under the Clinical  Plan and theresults from its  performance  of such  activities,  in  accordance  with a  scheduleagreed  upon by the  parties,  which  shall  be in any  event at least  monthly.  Eachparty  shall  be  solely  responsible  for the  costs  and  expenses  incurred  inconnection  with  its  performance  of Clinical Plan  activities,  subject to Section6.1. As used in this  Section  4.8,  “commercially  reasonable  efforts” shallmean  those  efforts,  consistent  with  the  exercise  of prudent  scientific  andbusiness  judgment,  as  applied in the  pharmaceutical  industry  to  development  andcommercialization  activities  conducted with respect to other  products  of  similarpotential  and  market  size.  It  is  understood  that such  potential  may change fromtime to time  based  upon  changing  scientific,  business,  marketing  and  return oninvestment considerations.

     **4.9Pharmacovigilance.**  Each  party  shall  fully  and  timely  disclose  to the other allclinical  safety  data and  information  on products  containing  the  Program  Carrierto  the extent  required by regulatory  authorities  or applicable  law.

     **4.10Regulatory  Approvals.**  As  between  the  parties,  except as otherwise  provided in thisAgreement,  Genta shall  be  responsible  for  and  shall  own all  filings  (includingINDs,  CTAs, NDAs and MAAs) necessary for Regulatory  Approval  of  Products  and  forobtaining  and  maintaining  such  Regulatory  Approvals,  at  Genta’s  expense,provided  that  Genta shall provide  Emisphere  with a reasonable  opportunity  to reviewand comment on those  portions of any such  proposed  filing  regarding  the ProgramCarrier prior to submission to  the  applicable  Regulatory  Authority.  Such  regulatorydocuments  shall be  maintained  and held by Genta.  Emisphere  agrees to use itscommercially  reasonable  efforts to assist  Genta in  obtaining  FDA  approval  of anNDA for any  Product  developed  pursuant to this  Agreement,  as well as RegulatoryApprovals  from

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any otherGovernmental  Authority that may be  required  for  the  marketing  of  Products  in  anyother  country.  Genta  will  compensate  Emisphere  for  any  such  assistance  asprovided  in  Section  6.1.  Emisphere  specifically  agrees to cooperate  with anyinspection by the  FDA or other  regulatory  agency,  including,  but not limited  to,any  inspection  prior  to  approval  of the  NDA for any  Product.  Emisphere  shallhave the right to  receive  copies  of  all  Regulatory  Approvals  and  other  filingswith  Regulatory  Authorities  with respect to Products,  subject to  the provisions ofArticle 11.

     **4.11Post-Development  Term  Development  and  Commercialization.**  After  the  end of theDevelopment  Term,  Emisphere  shall have no  obligation  to perform  any  furtherDevelopment  Plan  activities,  and Genta  shall have the sole  right to  controldevelopment  and  commercialization  of the  Products.  Notwithstanding  the foregoing,during the Term of  this  Agreement  (including  after the end of the  Development  Term):

          **(a)** Genta  will keep  Emisphere  informed  regarding  the  worldwide  development  ofProducts by Genta,  its  Affiliates  and Sublicensees on a quarterly basis;

          **(b)** Genta and  Emisphere  will  coordinate  their efforts  with respect to developmentactivities that would  reasonably  be considered to materially  affect the other Party’sability  to market and  commercialize  Products  (in the case of Genta)  or  the  ProgramCarriers  or  products  (other  than  the  Products)  containing  Program  Carriers  (inthe  case  of  Emisphere),  such as the design and  conduct of any  long-term  toxicologystudy for the Program Carrier;

          **(c)**if  Emisphere  receives  any  written  or  oral  communications  from  a  RegulatoryAuthority  relating  to a  Product  or  solely to the  Program  Carrier,  then  Emisphereshall  provide  Genta  with  a  copy  of  any  such  written  communication  or a summaryof any such oral  communication as  soon as  practicable  but no later than ten (10)business days  after  receipt of such  communication,  or sooner if  mandated  by law;and

          **(d)**each of the  parties’ rights and  obligations  under  Section 4.10 (RegulatoryApprovals) shall continue in effect.

     **4.12Compliance.**  All work  conducted  by either  party in  connection  with the  ClinicalProgram  shall be conducted in  accordance with applicable  Good Clinical  Practices,  assuch  rules of practice  and  regulations  are amended  from time to  time,  and  otherapplicable  laws,  rules  and  regulations.  Genta  and  its  Affiliates  shall  conduct,and  shall  use  commercially  reasonable  efforts to cause its Sublicensees to  conduct,all  commercialization  activities  with  respect to  the Products in accordance  withapplicable  laws,  rules and  regulations.

**5.  LICENSEGRANTS**

**     5.1License Grants.**

          **(a)Exclusive Development and  Commercialization  License  By  Emisphere.**  Subject  to theterms and  conditions  of this  Agreement (including,  without limitation,  Article 6hereof),  Emisphere  hereby  grants  to  Genta  and  its  Affiliates  an  exclusive(even  as  to  Emisphere,  but  subject  to  Section 5.3),  worldwide,royalty-bearing (under Section 6.3)  license,  with the right to sublicense  throughmultiple tiers  of  sublicense,  under the 

13.

EmisphereTechnology and the Joint  Technology,  solely to develop,  make,  have made,  use, sell,offer for sale,  have sold and import  Products  in the Field.  For  purposes ofclarification,  in no event shall Genta have  any  right or  license  under  thisAgreement  to make,  have  made, use, sell,  have sold,  offer for sale or import (A) anypharmaceutical  product  containing  any  formulation  of  a  Gallium  Compound  and aProgram  Carrier  that is not an Oral  Formulation,  or  (B) any  pharmaceuticalproduct  containing  the  Program  Carrier  and  any  drug  other  than  a  GalliumCompound.  Further,  for  purposes  of  clarification,  in  no  event  shall Genta havethe right to  practice  the  Emisphere  Technology for any purpose other than to develop,make,  have  made,  use,  sell,  offer  for  sale,  have  sold  and  import  Products  inthe  Field.  Genta  shall  be  responsible  for  negotiating  all  Third-Partysublicenses  that  may  be  desirable  under  this  Section  5.1  and  shallperiodically  report on such  activities to the  Emisphere.  With respect to  ThirdParties  to  whom  Genta  proposes  to  enter  into  a  sublicense  under the  foregoinglicense,  Genta shall notify  Emisphere in writing of the name of the  proposedSublicensee  and the general  nature of the  proposed  sublicense  at least  eleven  (11)business  days  prior  to  entering  into  such  sublicense.  No  Third-Party  sublicenseshall  be  effective  unless  approved in writing by  Emisphere,  such  approval not  tobe  unreasonably  withheld  or delayed,  and any  Emisphere  failure  to notify  Gentawhether or not  Emisphere  approves  such  sublicense  prior to the  expiration of sucheleven (11)  business day period shall be considered approval.

          **(b)Development  License  By Genta.**  Subject to the terms  and  conditions  of thisAgreement,  Genta  hereby  grants to  Emisphere  and  its  Affiliates,  during  theTerm,  a  non-exclusive,  worldwide,  royalty-free  license,  with  the  right tosublicense  only to  subcontractors  permitted  under  Section  3.5,  under the GentaTechnology  solely to  perform  Emisphere’s  obligations  under  theFormulation-Development  Plan, its preparation  and  maintenance of certain  regulatoryfilings  under  Article  4, and its supply  obligations  under  Article 8.

     **5.2Exclusivity;  Restricted  Activities.**  Without  limiting  the  exclusivity  of thelicense  granted  to Genta  under Section  5.1(a),  Emisphere  hereby agrees that,during  the Term and the  Post-Termination  Exclusive  Period (defined  below),Emisphere  and its  Affiliates  shall not  develop or  commercialize,  or  collaboratewith or grant any Third Party  any  license or right to develop  or  commercialize,  anyOral  Formulations.  For  purposes  of  this  Section 5.2,  “Post-TerminationExclusive  Period” shall mean the period of  time  beginning  upon  expiration orany  termination  of this  Agreement  (other than  termination by Emisphere under Section12.3,  in  which  case  there  will  be  no  Post-Termination  Exclusive Period) andcontinuing thereafter for:

          **(a)***, if this Agreement  expires or terminates  prior to  the *-year anniversary of theEffective Date, or

          **(b)** if  this  Agreement  expires  or  terminates  upon or  after  the  *-year  anniversaryof the  Effective  Date,  the  lesser of the following:

               **(i)***; or

               **(ii)** a number  of days  equal to the  product  of  (i) the  number of  successive  fullcalendar  days  elapsed  from the  Effective  Date  to  the  date  of  such  expirationor  termination, and (ii) *.

14.

     **5.3Permitted  Activities.**  For  purposes  of  clarification,  Emisphere  shall at all timesretain the right  to  use  the  Carriers  (including  without  limitation  the  ProgramCarrier) for the research,  development,  manufacture  and/or  commercialization  of anyproduct,  other than an Oral  Formulation.  Emisphere  shall  at all  times  be  free touse  the  Carriers  with  products  other than those  containing  a  Gallium  Compound.For  purposes  of  clarification  and  notwithstanding  anything to the  contrarycontained  in this  Agreement,  Genta  shall  at all  times  retain  the  right todevelop  or  commercialize  any  formulations  of  Gallium  Compounds  that  do not  useEmisphere  Technology,  and  any  oral-delivery  formulations and  technologies  that donot use  Emisphere  Technology,  either  alone,  through  Affiliates or  sublicensees,or in  collaboration  with third  parties,  and  such activities  shall be consideredoutside the scope of the  Development Program and this Agreement.

     **5.4Diligence.**  Genta shall use  commercially  reasonable  efforts  to  commercialize  theProduct  developed  under the  Development  Program in the * Field in the United States,and  to maximize  sales of such Product,  either alone,  or through  Affiliates  orsublicensees,  in the *  Field  in the  United  States.  As used  herein,  “commerciallyreasonable  efforts” shall mean those  efforts,  consistent  with the  exercise  ofprudent  scientific and business  judgment,  as applied in the  pharmaceutical  industryto development and  commercialization  activities  conducted  with  respect  to  otherproducts  of  similar  potential  and market  size.  It is  understood  that  suchpotential  may  change  from  time  to time  based  upon  changing  scientific,business,  marketing  and  return  on  investment considerations.

     **5.5No Implied  Licenses.**  No right or license  under any  Patents  or  Information  isgranted  or shall be  granted by  implication.  All  such  rights  or  licenses  are orshall be  granted  only  as  expressly  provided  in the  terms  of this  Agreement.

**6.  FEES ANDPAYMENTS**

     **6.1Reimbursement**:  Genta shall  reimburse  Emisphere for  all  costs  (at  the  rates  setforth  in  Section  6.1(d))  incurred  by  Emisphere  in  conducting  itsresponsibilities  under  the  Development  Program,  as  outlined  in  the  DevelopmentPlan; subject to the following:

          **(a)** The  total  amount  set  forth  in  the  Formulation-Development  Budget  for  Emisphere’sperformance  of  its  responsibilities  set  forth  in  the  Formulation-DevelopmentPlan  is  *.  Subject  to  Section  6.1(c),  Genta  shall have no  obligation  toreimburse,  and  Emisphere  shall be  solely  responsible  for,  any  costs and  expensesit  incurs  in  excess  of  *  in  performing  its  responsibilities  set  forth  in  theFormulation-Development  Plan.

          **(b)** In  addition  to  the  total  amount  budgeted,  the  Formulation-Development  Budgetincludes a separate break out  of distinct  Development  Program activities thatEmisphere is  to  perform  and  the  amounts  budgeted  for  these  distinct  activities(to  the  extent  highlighted  in  bold  in  the  Formulation-Development  Budget,  the“**Budgeted  Activities**”).  Subject to  Section  6.1(a) and  6.1(c),  Gentashall have no  obligation  to  reimburse,  and  Emisphere  shall  be  solely  responsiblefor,  any  costs  and  expenses  it incurs in the  performance of any individualBudgeted  Activity in excess of  *%  of  the  amount  budgeted  for  that  BudgetedActivity.  However,  if an IND for a  Product  is  filed,  and the  total  cost  ofperforming  all  activities  set  forth  in  the  Formulation-Development  Plan was lessthan *, then  Emisphere  shall be  entitled to 

15.

reimbursementfrom Genta up to a total  of * to the extent  that the amount of any costs  incurred  byEmisphere in  conducting  Budgeted  Activities  exceeded *% of  the amount budgeted.

          **(c)** Any  additional  work  conducted  by  Emisphere  as a  result  of  changes  to  theDevelopment  Program,  or  the  commercialization  of  the  Product,  shall  berequested  in  writing  by Genta and  accepted  in writing  by  Emisphere  in  advancebefore  Emisphere  is  obligated  to  perform  such  activities  and Genta is obligatedto reimburse  Emisphere for  such  activities.  Production  of  clinical  or  commercialsupplies  of  Product  shall  be  reimbursed  pursuant  to  Article 8.  Prior  tothe  initiation  of  any  work  to  be  conducted by  Emisphere,  Emisphere  shallprovide to Genta a  written  estimate  of  the  hours  by  function  necessary  tocomplete  the  requested  work  if such  work  is not  already  included  in  Emisphere’sDevelopment  Program  responsibilities.

          **(d)** Emisphere  shall  issue  invoices  for  costs  to  be  reimbursed  pursuant  to  thisSection  6.1  only  after  Emisphere’s  achievement of the applicable  milestonesand/or  completion  of  applicable  tasks  as  set  forth  in  theFormulation-Development  Plan  to  which  such  costs  relate.  Subject  to the terms andlimitations  of this  Section  6.1,  Genta shall  reimburse  Emisphere at a rate of * foreach hour  dedicated  by  a  full-time  equivalent  (FTE)  employee  of  Emisphereperforming  the  Formulation-Development  Program,  and  Genta  shall  also  reimburseEmisphere  for  its out of  pocket  costs  in  performing  the  Formulation-DevelopmentProgram.  Each  invoice  shall  be due and  payable  within  *  days  after  receipt  byGenta.  Interest  on  late  payments  shall be paid at an interest rate of LIBOR plus *%.

**     6.2Development and Commercialization Event Payments.**

          **(a)Notice and  Payment.**  Genta shall  provide  Emisphere  with written  notice of theoccurrence  of each of the events  set forth below  within * days after such  occurrence.Within  * days  following  the later of (i) receipt of an invoice from  Emisphere,  and(ii) the  occurrence of each of the events set  forth  below,  Genta  shall pay toEmisphere  the  applicable  payment set forth below,  whether  such  Milestone isachieved  by Genta or its  Affiliate or Domestic  Sublicensee;  it being  understoodthat that  Genta  has no  obligations  under  this  Section 6.2 with  respect toMilestones  that are achieved by  or under the  authority  of  Foreign  Sublicensees(which are  captured under Section 6.4):
**#** **Milestone** **Payment**  1  * *2 * *3 * *4 * *5 * *6 * *
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          **(b)Definitions.**  For purposes of this Section 6.2:

               **(i)** *

          **(c)Other.**  It  is  understood  and  agreed  that  the  payment  with  respect to each of theabove  Milestones  shall  be due and  payable  only one  time,  and only in the event ofthe  occurrence of the specified  event,  and that in no event  shall the sameRegulatory  Approval  trigger  payment of more  than one  Milestone.  For  clarity,  theMilestones  payments  potentially  payable  under this  Section  6.2 are  limited tooverall aggregate maximum of US $24,250,000.

**     6.3Royalties.**

          **(a)Rate.**  Subject  to  Sections 6.3(b)  through  6.3(g),  Genta  shall  pay toEmisphere  the  applicable  royalty  set  forth  below on  aggregate,  annual,  worldwideNet  Sales of  Products by Genta,  its  Affiliates  and,  with respect to Net  Sales  inthe  United  States  and  Net  Sales  of  Domestic  Sublicensees  (but  not Net  Salesof  Foreign  Sublicensees,  which are captured under Section 6.4):

               **(i)** *

               **(ii)** *

               **(iii)** *

          **(b)Know-How  Royalty**.  Notwithstanding  the  provisions  of  Section 6.3(a),  withrespect to Net Sales of Products for  which no Valid  Claim  within  the  EmispherePatents  in the  country  of sale  would be  infringed,  in the  absence of the  licensegranted herein,  by the  manufacture,  use, or sale of  such  Product  in  such  country,but  which  are  otherwise  subject to royalties  under  Section 6.3(a),  theroyalty rate  applicable  to Net  Sales  of such  Product  in  such  country  underSection 6.3(a)  shall  be  reduced  to  *;  *provided,  however,*  that the Net Salesof such  Product in such  country  shall  continue  to  be  included  in  aggregate,annual,  worldwide  Net Sales of Products  for  purposes of the royalty  tiers  specifiedin  clauses (i),  (ii)  and  (iii)  of  Section 6.3(a);  and *provided,further,* that the Net Sales of  such Product in such  country  shall be deemed to be thefirst  dollars counted in calculating  aggregate,  annual,  worldwide  Net  Sales ofProducts  for  purposes  of the  royalty  tiers  specified in  clauses (i),  (ii)and (iii) of  Section 6.3(a).  By way of example, if aggregate,  annual,  worldwideNet Sales  of  Products  in a  particular  year  are US *,  and * of such  amountrepresents  Net Sales of a Product  for which no Valid  Claim  within the  EmispherePatents  in the  country of sale  would be  infringed,  in the  absence of the  licensegranted  herein,  by the  manufacture,  use, or sale of such Product in  such country,then royalties  payable hereunder for such year  shall be calculated as follows:

               **(i)** *

               **(ii)** *

               **(iii)** *

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               **(iv)** *

          **(c)Combination  Products.**  In the  event  a  Product  is  sold combined with any otherproduct or service  (together,  a  “***Combination  Product***”),  the Net Sales fromthe Product,  for  the  purposes  of  determining  royalty  payments,  shall  bedetermined  by  multiplying  the Net Sales of the  Combination  Product during theapplicable  royalty  reporting  period,  by  the  fraction,  C/D,  where  C is theaverage  per-unit  sale  price of the  Product  when sold not  combined  with any otherproduct  or service  in the  country  in which the  Product is  sold,  and  D is  theaverage  per-unit  sale  price  of  the  Combination  Product in such country,  in eachcase during the  applicable  royalty  reporting  period  or,  if  sales  of the  Productnot  combined  with any other  product or service did  not  occur in such  period,  thenin the most  recent  royalty  reporting  period in which arms length  fair  market  salesof  such  Product  (not  combined  with  any  other  product  or  service)  occurred.  Inthe  event  that  such  average  sale  price cannot be  determined  for the Product notcombined with  any other  product or service,  Net Sales for the  purposes ofdetermining  royalty  payments  shall be mutually  agreed upon  by the parties  based onthe  relative  value  contributed  by  each  component of the  Combination  Product,such  agreement  not to be unreasonably withheld.

          **(d)Third  Party  Licenses.**  Emisphere  shall  be  solely  responsible  for  payment ofroyalties  on sales of  Products  that  may  accrue  under  any  license  agreementbetween  Emisphere  and a  Third  Party.  Except  as set  forth  in the  precedingsentence,  in  the  event  that  Genta  (or  its  Affiliate or any of their DomesticSublicensees)  is required  to take a license  to Third  Party  patent  rights in orderto  practice the Emisphere  Technology,  Genta may offset  against  its royaltyobligations  hereunder,  on a  product-by-product  and  country-by-country,  basis,  * ofthe royalties  actually  paid to  such  Third  Party  with  respect  to  sales  of suchProducts  in  such  country,  subject  to the  limitations  of  Section 6.3(e).

          **(e)Limitation  on  Royalty  Reductions.**  In  no  event  shall the royalties  that wouldotherwise be payable by Genta  to  Emisphere  in  the  absence  of  Section  6.3(d)  forany  calendar  quarter on Net Sales of Products in such  country be  reduced  by morethan * as a result of the  royalty  reduction  applied pursuant to Section 6.3(d).

          **(f)Royalty  Term.**  The  royalty  payments  specified  in  Section  6.3  shall be  payableon a  Product-by-Product  and  country-of-sale-by-country-of-sale  basis  until the laterof:  (a) * after the first commercial  launch of such Product,  and  (b) theexpiration of the  last-to-expire  Valid Claim in such  country of sale that  would beinfringed,  in the  absence of  the license granted herein,  by the manufacture,  use, orsale  of such Product in such country of sale.

          **(g)Generic  Competition.**  If in any  country  (i) one or  more  Generic  Equivalents  of aProduct  are  marketed,  and  (ii) the  market  share  of  all  such  GenericEquivalents  represents  more  than  * of  aggregate  unit  sales  of  such  Product  andsuch  Generic  Equivalents  combined  in  such  country,  then  thereafter  the aboveroyalties owed by Genta  to  Emisphere  under this Section 6.3 shall be reduced by * insuch  country.  For  purposes  of  this  Section 6.3(g),  a  “GenericEquivalent” shall mean an Oral  Formulation that is  not  marketed  by  or  onbehalf  of  Genta  or  any  of  its  Affiliates or Sublicensees.

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**     6.4Foreign Sublicensing Income.**

          **(a)Payment.**  Genta  shall pay  Emisphere  the  following  percentages of ForeignSublicensing Income:

               **(i)** with  respect to  Foreign  Sublicensing  Income  paid  before  a total of two  RegulatoryApproval  Milestones  have  occurred  under  Section  6.2(a),  Genta shall pay Emisphere*  of  the  upfront  fees  and  milestone  payments  within  such  Foreign SublicensingIncome;

               **(ii)** with  respect to  Foreign  Sublicensing  Income  paid  after a  total  of two  RegulatoryApproval  Milestones  have  occurred  under  Section  6.2(a),  Genta shall pay Emisphere*  of  the  upfront  fees  and  milestone  payments  within  such  Foreign SublicensingIncome; and

               **(iii)** * of all  royalties  within the Foreign  Sublicensing  income that Genta  receives  basedon Net Sales of Products by  the  Foreign  Sublicensee  (excluding  any  upfront  feesand  milestone  payments,  which  are  covered  under  Sections  6.4(a)(i) and6.4(a)(ii)).

         ** (b)Definition.**  For  purposes  of  this  Section  6.4,  “**Foreign  Sublicensing  Income**” shallmean  upfront  fees,  milestone  payments  and  royalties  based  on  Foreign  Sublicensee’sNet Sales  outside the United States that Genta  or its Affiliate  actually receives fromForeign  Sublicensees  of the Emisphere  Patents in  consideration of a sublicense tothe  Emisphere  Technology,  and  specifically  excludes  (i)  amounts  that Genta or itsAffiliate  receives  as  bona-fide  reimbursement  for  amounts  actually  expended  orto  be  expended  by  Genta in  connection  with  the  performance  of  research  ordevelopment  activities,  (ii)  amounts  paid to  Genta or its  Affiliate  as thebona-fide  transfer  price of  Product  supplied  under  supply  contracts  with theForeign  Sublicensees  (such  amounts  not to exceed *,  calculated  in  accordance  withU.S.  generally  accepted  accounting  principles,  consistently  applied  throughoutGenta’s or its  Affiliate’s  accounting  system),  (iii)  amounts  paid  forequity  (at a price  that is  within * or debt of Genta or its  Affiliate,  (iv) anyapplicable  withholding  taxes imposed on  Foreign  Sublicensing  Income,  (v) anyamounts  credited  or  deducted  against  the amounts  actually  received by Genta orits  Affiliate,  and (vi) any royalties  owed to third parties  in respect of Productsales by such Foreign  Sublicensee.  In  determining  the Foreign  Sublicensing  Incomewith respect to  which Genta will make payments to  Emisphere,  Genta shall notunreasonably  allocate  amounts  received  from  such  Foreign  Sublicensee  to ForeignSublicensing  Income and other  types  of income with  respect to which Genta does notowe  Emisphere  any payments pursuant to this Section 6.4.

     **6.5No Other  Payments.**  Except as expressly  provided in  this  Agreement,  each party issolely  responsible  for costs  and other expenses  required to fulfill its obligationsunder  this Agreement.

**7.  PAYMENT;RECORDS; AUDITS**

     **7.1Payment;  Reports.**  Royalty and Foreign  Sublicensing  Income  payments  shall becalculated  and  reported for each  calendar  quarter.  All  royalty  payments  due  toEmisphere  under this  Agreement  shall be paid  within * days of the end  of eachcalendar  quarter,  and all payments 

19.

due underSection  6.4  shall be paid  within * days  after  Genta  receives  the  relevantForeign  Sublicensing  Income  from  such  Foreign  Sublicensee.  Each payment  shall beaccompanied  by a report  of Net  Sales of  Products  by Genta  and its  Affiliates  andDomestic  Sublicensees  in  sufficient  detail  to  permit  confirmation  of the accuracyof the payment made,  including,  the Net Sales of such Products,  and the royaltypayable,  as  well as all  Foreign  Sublicensing  Income  received  by Genta  anddeductions  taken to calculate  amounts due to Genta with  respect  thereto  pursuant toSection  6.4.  Genta shall keep,  and shall cause its  Affiliates and DomesticSublicensees  to  keep,  complete and accurate  records  pertaining  to the sale  orother  disposition  of  Products  in  sufficient  detail to  permit  Emisphere  toconfirm the accuracy of all payments due  hereunder.

     **7.2Income  Tax  Withholding.**  The  party  entitled  to  receive  a  payment  hereunder  willpay any  and  all  taxes  levied  on  account  of  such  payment.  If  any  taxes  arerequired  to be withheld  by the party  making  such  payment,  such party will  (a) deductsuch taxes from the payment  made  to the other  party,  (b) timely  pay the taxesto the  proper  taxing  authority,  and (c) send proof of payment to the otherparty and certify its receipt by the taxing  authority  within  thirty (30) calendardays following such payment.

     **7.3Exchange  Rate;  Manner  and  Place of  Payment.**  All  payments  hereunder  shall  bepayable  in  U.S.  dollars.  Whenever  calculating  royalties  or other  paymentsrequires  conversion  from any other  currency,  Genta  shall  make such  conversionusing the average daily  conversion  rate (via the  major  reported  conversion  systemused by Genta at the time)  at the last  working  day for the  applicable  paymentperiod  (or,  for amounts due under  Section 6.4, for the last working  day upon orimmediately  following  the day upon  which  such  Foreign  Sublicensing  Income  isreceived  by  Genta  or its  Affiliate.  All payments  owed under this  Agreement  shallbe  made by wire  transfer  in  immediately  available  funds to a  bank and accountdesignated in writing by the party  entitled  to  receive  such  payment,  unlessotherwise  specified  in  writing by such party.

     **7.4Audits.**  During  the  Term  and  for  a  period  of *  thereafter,  Genta and itsAffiliates  shall keep,  and shall  use  commercially  reasonable  efforts  to  causeDomestic  Sublicensees  to  keep,  complete  and  accurate  records  pertaining to thedevelopment,  sale or other  disposition of  Products in sufficient  detail to permitEmisphere to confirm  the  accuracy  of  royalties  and  payments  on  ForeignSublicensing  Income due hereunder.  Emisphere  shall have the  right to cause anindependent,  certified  public  accountant  reasonably  acceptable  to  Genta  to auditsuch  records  to  confirm such  amounts for a period  covering not more than thepreceding  * (and in no event  shall  such  audits  extend  to  records  previouslyaudited).  Such  audits may be  exercised  during normal  business  hours uponreasonable  prior written  notice  to  Genta.  Prompt  adjustments  shall  be made by theparties  to  reflect  the  results  of such  audit.  Emisphere  shall  bear the fullcost of such  audit  unless  such  audit  discloses  a net  underpayment  by Genta ofmore than * of the  amount  of  royalties  due  under  this  Agreement  for  theentirety of the period  audited,  in which  case,  Genta shall  bear the full cost ofsuch audit and shall  promptly  remit to  Emisphere  the amount of any  underpayment.The audit  report  shall be provided to both parties.

     **7.5Late  Payments.**  In the event  that any  payment  due  hereunder  is not made  when due,the  payment  shall  accrue  interest  from the date due at the rate  corresponding  toone  month U.S. prime rate of interest plus *;  *provided,  however,*  that in no eventshall  such rate  exceed the

20.

maximum  legalannual  interest  rate.  The  payment of such  interest  shall  not limit a party  fromexercising  any  other  rights it may  have as a consequence of the lateness of anypayment.

**8.MANUFACTURE AND SUPPLY**

     **8.1Manufacture.**  Subject  to  the  provisions  of  this  Article 8,  during the Term:(a) Genta shall  manufacture  and  supply,  or have  manufactured and supplied,  * of theGallium  Salt  API  for  the  finished  Product  to  be  supplied  by  Emisphere underthis Agreement,  at its sole expense,  and (b)  Emisphere shall  manufacture and supply,or have manufactured  and  supplied,  * of the  finished  Product  that  Genta,  itsAffiliates  and  Sublicensees  require  using Gallium Salt API  supplied by Genta;provided that  following  the  achievement  of the first Regulatory  Approval from aRegulatory  Authority  to  market  and sell a  Product,  Genta,  its  Affiliates  andSublicensees  shall have the right and  option to  manufacture  or have  manufactured  upto * of  their  aggregate  needs  of  finished  Product (i.e.,  finished  Product madeusing Gallium  Salt API  supplied  by Genta and Program  Carrier  supplied byEmisphere),  and Emisphere shall  manufacture  and supply,  or  have  manufactured andsupplied,  all Program Carrier required  in  connection  with the  manufacture  offinished  Product by  Genta,  its  Affiliates,  their  manufacturers  (to the extentpermitted under this Article 8) and Sublicensees.

**     8.2Supply Agreement.**

          **(a)**Within  *  after  the  Effective  Date  of  this  Agreement,  the parties  shall  enterinto a supply  agreement  (“***Supply  Agreement***”) on reasonable  and customaryterms with  respect to the  preclinical,  clinical and  commercial  supply  arrangementscontemplated  in Section  8.1 for such  Products  and  Program  Carriers,  includingwithout  limitation  provisions for quality  assurance and quality control,  and in  anyevent  consistent  with terms  summarized  in this Section  8.2.

          **(b)** Emisphere  shall  utilize  a  qualified  Third  Party  subcontractor  to perform itsmanufacturing  obligations with  respect to Products  and the Program  Carrier;  providedthat  each  subcontractor  and  subcontract  agreement  (and  any  material  changesthereto)  that does not solely relate to or  provide  services with respect to theProgram  Carrier will be  subject  to Genta’s  prior  approval,  not to beunreasonably  withheld,  and that the  terms of each  subcontract  agreement  shall bereasonably  consistent  with all of the  requirements  and  limitations  imposed  uponEmisphere  under  the  Supply  Agreement.  To the  extent  the  Emisphere  wishes  toitself  manufacture  the  Products or Program  Carriers (as opposed to  using asubcontractor),  then the parties  will  negotiate in  good  faith  the  terms  of  sucha  proposed  arrangement,  including  without  limitation  as  to  price  and  qualityassurance.

          **(c)** Supply  prices  under  the  Supply  Agreement  for  Program  Carrier or finished  Productsupplied  by  Emisphere  will not exceed *. Genta  shall  supply  the  Gallium  Salt toEmisphere free of charge,  including  shipping costs,  for all  Products to bemanufactured by Emisphere.

          **(d)** The  Supply  Agreement  will  contain  terms  and  conditions  typically  included  insupply  agreements  for  similar  products at similar  volumes  and  similar  stages ofdevelopment. 

21.

Withoutlimiting  the  generality  of  the  foregoing,  the parties intend that the SupplyAgreement will  include the following:

               **(i)** Provisions  that require  Genta,  on a monthly basis,  to  provide  Emisphere  with awritten * rolling  forecast  of  its anticipated  Product (or, as applicable,  ProgramCarrier)  demand  (each  a  “***Forecast***”).  It  is  anticipated  that  thequantities  set forth in the first * of each  Forecast will be  treated as firm  purchaseorders,  and that  otherwise,  each  Forecast  will be  non-binding.  It is alsoanticipated  that  Emisphere  will  generally be obligated to accept all purchase  ordersfor  Products  (or,  as  applicable,  Program  Carrier)  issued by Genta,  except  thosethat  specify a delivery  date  less  than *  after  the  purchase  order  date.  Lastly,and  notwithstanding  the  foregoing,  it  is  anticipated  that  Emisphere  will  notbe  obligated,  but  will  agree  to use  commercially  reasonable  efforts,  tomanufacture and supply,  or have  manufactured  and supplied,  Genta with quantities ofProduct or Program  Carrier (as  applicable) in excess of * of  the  most  recentestimate  provided  to  Emisphere  in  a  Forecast.  The  Supply  Agreement  willcontain  similar  forecasting  mechanisms  and  delivery  obligations  of  Genta  withrespect  to  Gallium  Salt  API  required  for  the  manufacture of Product pursuant tothe Supply Agreement.

               **(ii)** Provisions  providing  Genta with the right to reject  any  delivery  of Product orProgram  Compound  that does not  conform to the applicable  specifications  (asestablished by  mutual  written  agreement of the  parties) by giving  written  notice toEmisphere of such  rejection  within  30 days  after  receipt  of such  delivery(or  for  defects  not  reasonably  discoverable  upon  delivery,  within  30  daysafter  their  initial  discovery  by  Genta),  along  with  mechanisms  for  resolvingdisputes  as  to  Product  or  Program  Compound  conformity  through  the use of amutually  acceptable  Third  Party  laboratory.  Provisions  will  also  be  includedthat  require any Gallium  Salt API  provided by Genta to conform to  applicablespecifications,  and that  provide  for testing of  such  material for  conformance  withsuch  specifications  as  well as for  mechanisms  for  acceptance and rejection of suchmaterials by Emisphere or its contract manufacturer.

               **(iii)** Provisions  permitting  Genta,  its  Affiliates  and  Sublicensees  manufacture  or  havemanufactured  finished  Product  and the  Program  Carrier  in the  event  of  certainmaterial performance failures by Emisphere.

               **(iv)** Provisions  specifying  that any  failure to perform,  or  delay  in  performance,  byEmisphere  under  the  Supply  Agreement  that arises from Genta’s  failure tosupply Gallium  Salt  API  as  required  to  make  Product  within  the  time  requiredunder the Supply  Agreement,  shall not be deemed to  be a breach by Emisphere of theSupply Agreement.

**9.INTELLECTUAL PROPERTY**

**     9.1Ownership of Inventions.**

          **(a)** Inventorship  of  inventions,  whether  or  not  patentable,  conceived  of  or  made  inthe  course  of  the  parties’ performance  under  this  Agreement  (“***Inventions***”)shall  be  determined  in  accordance  with  the  rules  of  inventorship  under patentlaws of the  applicable  country or  jurisdiction in which the patent application isfiled.

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          **(b)** As  between  the  parties:  (i)  Emisphere  shall own  solely  all  Inventions  thatconstitute  compositions  of  Carriers or Program  Carrier  Improvements  and/or  methodsof  manufacturing  Carriers  or any Program  Carrier  Improvements  (***“CarrierInventions”***),  (ii)  Genta  shall  own  solely  all  Inventions  that  constitutesolely  Gallium  Compound  compositions  and/or  methods  of  manufacturing  GalliumCompounds  (***“Gallium  Inventions”***),  and (iii) Emisphere shall  own  solelyall  Inventions  that  constitute  compositions  comprising  both  a  Carrier  and aGallium  Compound  and/or  methods of  manufacturing  or use of  compositions  comprisingboth  a  Carrier  and  a  Gallium  Compound  (***“Combination  Inventions”***).

          **(c)** Subject to Section  9.1(b),  as between the  parties:  (i) Emisphere  shall own solelyall Inventions  made solely by  its  employees  and  contractors  (such  Inventions,together  with the Carrier  Inventions  owned by Emisphere under Section  9.1(b)  andall  Combination  Inventions,  the  ***“Emisphere  Inventions”***),  and  allPatents  that  claim  Emisphere  Inventions,  (ii) Genta shall own solely all  Inventionsmade  solely by its  employees  and  contractors  (such  Inventions,  together  with theGallium  Inventions  owned by Genta  under  Section  9.1(b),  the***“Genta  Inventions”***),and all  Patents  that claim Genta  Inventions,  and (iii) Other than  EmisphereInventions and Genta  Inventions,  all Inventions made jointly  by  employees  orcontractors  of  Genta  on the one hand and  employees  or  contractors  of  Emisphereon the  other  hand  (such Inventions,  (the ***“Joint  Inventions”***),  and allPatents  that claim Joint  Inventions,  shall be owned jointly by Genta  and Emisphere,free of any  requirements of consent or duties  of  accounting  that  may  apply  in  anyjurisdiction  in  connection therewith.

**     9.2Patent Prosecution and Maintenance.**

          **(a)** It is the  intention of the parties to secure  patent  protection  for  Inventions.Genta  shall have the right (but  not the obligation) to prepare,  file,  prosecute andmaintain  all Genta  Patents at Genta’s sole  expense.  Emisphere  shall  have theright  (but not the  obligation)  to  prepare,  file,  prosecute  and maintain allEmisphere  Patents at  Emisphere’s  sole  expense.  Each party  shall  consider  ingood faith the  requests  and  suggestions  of the other party with respect tostrategies  for  filing  and  prosecuting  Patents  claiming  Products  being  developedor  commercialized  by Genta under  this  Agreement,  or the  manufacture or use of suchProducts.  The  party  responsible  for  the  filing,  prosecution,  maintenance,enforcement  and  defense  of any  such  Patents  shall keep the other party  informedof progress  with regard  thereto.

          **(b)** The parties shall  mutually  agree on a  case-by-case  basis  which  party  (the  ***“ResponsibleParty”***)  will  be  responsible  for  the  preparation,  filing,  prosecution  andmaintenance  of  Joint  Patents.  The  parties  shall  share  equally  (50%/50%)  thecost  of  preparation,  filing,  prosecution  and  maintenance  of  Joint  Patents.  TheResponsible  Party  shall  consult  with the other party as to  the preparation,  filing,prosecution and maintenance of such  Joint  Patents  reasonably  prior to any  deadlineor  action  with  the  U.S.  Patent  & Trademark  Office  or any  foreign  patentoffice,  and shall  furnish to the other party  copies  of all  relevant  documentsreasonably  in  advance  of  such  consultation.  In  the  event  that  the  ResponsibleParty  desires to abandon  any Joint  Patent,  or if the  Responsible  Party  laterdeclines  responsibility  for any Joint  Patent,  the Responsible  Party shall providereasonable prior written  notice to the other  party of such  intention  to  abandon  ordecline  responsibility,  and the other  party  shall have the  right,  at its  expense,to  prepare,  file,  prosecute,  and  maintain such Joint Patent.

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     **9.3Cooperation  of the  Parties.**  Each  party  agrees to  assign  all  rights  necessary  toeffect  the  ownership  of  inventions  and patents as set forth in Section  9.1.Without  limiting the foregoing,  each party agrees to cooperate  fully  in thepreparation,  filing,  prosecution  and maintenance of  any Patents  under thisAgreement  and in the  obtaining  and  maintenance  of  any  patent  extensions,supplementary  protection  certificates  and the  like  with  respect  to any  Patentclaiming a Product being  developed or  commercialized  by Genta in  accordance  withthis  Agreement  or the  Program  Carrier  contained  therein.  Such cooperationincludes,  but  is not limited to:

          **(a)** executing  all papers and  instruments,  or requiring  its  employees  or  contractorsto  execute  such  papers and  instruments,  so as to effectuate  the ownership ofInventions  as  set  forth  in  Section 9.1,  and  Patents  claiming  suchInventions,  and to enable  the  other  party to apply for and  to  prosecute  patentapplications  on  Inventions  it  owns  solely or jointly, and in any country; and

          **(b)** promptly  informing  the other  party of any  matters  coming  to  such  party’sattention  that  may  affect  the  preparation,  filing,  prosecution  or maintenance ofany such  patent applications.

     **9.4Infringement  by Third  Parties.**  Emisphere and Genta  shall  promptly  notify the otherin writing of any alleged or  threatened  infringement  of  any  Emisphere  Patent,Genta  Patent or Joint  Patent that could  reasonably  be expected to  have  a  materialadverse  impact  on  any  Product  being  developed  or  commercialized  by Genta ofwhich  they  become  aware.  Both parties shall use their  commercially  reasonableefforts  in  cooperating  with each  other to  terminate  such  infringement *.

          **(a)Emisphere  Patents.**  Emisphere  shall  have  the sole  right to bring  and  control  anyaction or  proceeding  with  respect to  infringement  of any  Emisphere  Patent at itsown  expense and by counsel of its own  choice,  and, to the extent  any suchinfringement  could reasonably be expected to have a  material  adverse  impact on anyProduct  being  developed  or  commercialized  by Genta,  Genta shall have the right,  atits  own expense,  to be  represented in any such action by counsel  of its own  choice.If  Emisphere  fails  to  bring  any such  action or  proceeding  with  respect  toinfringement  of any  Emisphere  Patent  within  (a) sixty  (60) days  following thenotice  of  alleged  infringement  or  (b) thirty  (30)  days  before the timelimit,  if any,  set forth in the  appropriate  laws  and  regulations  for  the  filingof  such  actions,  whichever  comes  first,  Genta  shall have the right to bring  andcontrol  any  such  action  at  its  own  expense  and by  counsel  of its own  choice tothe  extent  such  infringement  could  reasonably  be  expected  to  have a  materialadverse  impact on any Product  being  developed or  commercialized  by  Genta,  andEmisphere  shall  have  the  right,  at  its  own  expense,  to be  represented  in anysuch action by counsel of  its own choice.

          **(b)Genta  Patents.**  Genta  shall  have the sole right to  bring and control  any action orproceeding  with  respect to  infringement  of any Genta  Patent at its own  expense  andby  counsel  of its  own  choice,  and,  to the  extent  any  such  infringement  couldreasonably be expected to have a material  adverse  impact  on  any  Product  beingdeveloped  or  commercialized  by Genta,  Emisphere  shall have the right, at  its ownexpense,  to be  represented  in any such  action  by  counsel of its own choice.

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          **(c)Joint  Patents.**  The parties shall  mutually agree on  a  case-by-case  basis  whichparty will have the first right  to bring and control  any action or  proceeding  withrespect  to  infringement  of any Joint  Patent at its own  expense and  by  counsel  ofits  own  choice,  and  in  any  case  the  non-controlling  party  shall  have  theright,  at  its  own  expense,  to be  represented  in any such action by counsel of  itsown  choice.  If the  controlling  party fails to bring an  action or  proceeding  within(a) sixty  (60) days  following  the notice of alleged  infringement  or  (b) thirty(30) days  before the time limit,  if any,  set forth in the  appropriate  laws  andregulations  for  the  filing  of  such  actions,  whichever comes first,  thenon-controlling  party shall have  the  right to bring  and  control  any such  action atits own  expense  and  by  counsel  of  its  own  choice,  and  the  controlling  partyshall have the right,  at its own  expense,  to be  represented  in any such  action bycounsel of its own  choice.

          **(d)Cooperation;  Settlement.**  In  the  event  a  party  brings  an  infringement  action  inaccordance  with  this  Section 9.4,  the other  party  shall  cooperate  fully atthe  first party’s  expense,  including,  if required to bring such  action,  thefurnishing of a power of attorney or being named  as a party.  Neither  party  shallhave the  right to  settle  any patent  infringement  litigation  under  this  Section 9.4that  relates  to any Joint  Patent  hereunder,  or that could  materially  andadversely  impact the other party  hereunder,  without the prior  written  consent of theother party,  which  shall not be unreasonably withheld.

          **(e)Allocation  of  Recoveries.**  Except  as  otherwise  agreed  to  by  the  parties  aspart  of  a  cost-sharing  arrangement,  any  recovery  realized  as  a  result  of  suchlitigation,  after  reimbursement  of any litigation  expenses  of  Emisphere  and Genta,shall be retained by the party that  brought and  controlled  such  litigation forpurposes of this  Agreement,  except that (i) any recovery  realized by Genta as  aresult  of  such  litigation,  after  reimbursement  of the  parties’ litigationexpenses,  shall,  to  the  extent  attributable  to  lost  sales  or  lost  profits  orpunitive  damages  with  respect  to  Products,  be treated as Net Sales  for  purposesof  this  Agreement,  and  (ii) any  recovery  realized  by  either  party  withrespect  to a Joint  Patent  shall,  after  reimbursement  of  the  parties’ litigationexpenses, be shared equally by the parties.

     **9.5Infringement  of  Third  Party  Rights.**  Each  party  shall  promptly  notify the otherin writing of any allegation  by a Third  Party that the  activity  of either of theparties  pursuant  to this  Agreement  infringes  or may  infringe  the  intellectualproperty  rights of such Third Party.  Emisphere  shall have the sole right to controlany  defense of any such  claim  involving  alleged  infringement  of Third Party rightsby  Emisphere’s  activities  at its own expense and by counsel  of its own  choice,and Genta  shall have the  right,  at its  own expense,  to be  represented in any suchaction by counsel  of its own choice.  Subject to the following  sentence,  Genta  shallhave the sole right to control  any  defense of any such  claim  involving  allegedinfringement  of Third Party rights  by Genta’s  activities  at its own  expenseand by counsel of  its own choice,  and  Emisphere  shall have the right,  at its  ownexpense,  to be  represented in any such action by counsel  of its own  choice.  If anyThird  Party  claim  alleges  that  the  manufacture,  use, sale,  offer for sale orimport of the  Product  infringes  such Third  Party’s  patent  rights solelycovering  the  composition  of  matter  or  method of using or  manufacturing  anyProgram  Carrier(s),  then Emisphere  shall  have  the  first  right to  control  anydefense  of any such  claim at its  expense  and by counsel of its own  choice,  andGenta  shall  have  the  right to be  represented  in any such  action  by  counsel  ofits  own  choice;  provided  that  if  Emisphere  does  not  defend  against  any  suchThird  Party

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claim,  thenGenta may assume such  defense at its expense and  using  counsel of its own  choice,  inwhich case Genta  shall  keep  Emisphere  fully  informed with regard to the defense ofsuch Third Party  claim,  and Genta  shall have the right,  at  its own  expense,  to berepresented  in any such  action  by  counsel  of its own  choice.  Neither  party  shallhave  the  right to  settle  any  patent  infringement  litigation  under  this  Section 9.5in a manner that  diminishes  the rights or  interests  of the other party  without thewritten  consent of  such other party (which shall not be unreasonably withheld).

     **9.6Product  Trademarks.**  Genta  shall have sole  control  over all matters  relating  to theuse of, and shall own,  all  trademarks for Products,  including,  without limitation,the  selection,  filing and  enforcement  thereof;  provided  that,  subject  to  allregulatory  requirements,  the  Product’s  package and relevant  advertising  shallcontain  information  indicating  that  Product has been  produced  using  Emispheretechnology,  and shall  include the  Emisphere  name and logo,  the  use of  which  shallbe  subject  to  Emisphere’s  prior  written  consent  to  ensure  conformity  withits  trademark  quality  and  usage  guidelines,  such  consent  not  to  beunreasonably withheld or delayed.

**10.REPRESENTATIONS, WARRANTIES AND COVENANTS**

     **10.1Mutual  Representations  and  Warranties.**  Each party  represents,  warrants andcovenants  (as  applicable)  to the  other that:

          **(a)Corporate  Power.**  It is duly  organized  and validly  existing under the laws of itsjurisdiction of  incorporation  or  formation,  and has  full  corporate  or other  powerand  authority  to enter into this  Agreement  and to carry out the  provisions hereof.

          **(b)Due  Authorization.**  It  is  duly  authorized  to  execute  and  deliver  this  Agreementand  to  perform  its  obligations  hereunder,  and the person or  persons  executingthis  Agreement on its behalf has been duly  authorized  to do  so by all requisitecorporate or partnership action.

          **(c)Binding  Agreement.**  This  Agreement  is  legally  binding upon it,  enforceable  inaccordance  with its terms.  The execution,  delivery and  performance of this Agreementby  it  does  not  conflict  with  any  agreement,  instrument  or  understanding,  oralor written,  to which it is a party or by  which  it  may be  bound,  nor  violate  anymaterial  law or  regulation of any court,  governmental  body or administrative  orother agency having jurisdiction over it.

          **(d)Grant of Rights;  Maintenance of  Agreements.**  It has  not,  and will not  during  theTerm,  grant any right to any  Third Party which would  conflict  with the rightsgranted to  the other  party  hereunder.  It has (or will have at the time  performanceis due)  maintained and will maintain and keep in  full  force  and  effect  allagreements  (including  license  agreements)  and filings  necessary to perform itsobligations  hereunder.

     **10.2Emisphere  Representations  and  Warranties.**  Emisphere  represents,  warrants andcovenants (as applicable)  to Genta that:

          **(a)** it  has  the  necessary  expertise,  personnel,  facilities  and  equipment  to  performits  responsibilities  under the Formulation-Development Plan;

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          **(b)** it  shall  perform  its  responsibilities  under  the  Formulation-Development  Programin  a  professional  and  workmanlike  manner in  accordance  with  applicable  industrystandards and applicable laws;

          **(c)** the  rights  granted  to  Genta  and  its  Affiliates  hereunder  do not  conflict  withrights  granted by Emisphere  or its Affiliates to any Third Party;

          **(d)** its  performance  of its  responsibilities  under the  Formulation-Development  Program,and  the  manufacture,  use  and sale of products  containing  Program  Carriers underthis  Agreement,  does not and will not  infringe or  misappropriate  the  patent  rightsor other  proprietary  rights of any Third  Party;

          **(e)** to  Emisphere’s  knowledge,  no  Carrier  owned  or  Controlled  by Emisphere ismore  suitable than Carrier A with  respect  to  safety  and  delivery  for  the  Productto  be  developed  under the  Development  Program,  based solely upon  existing dataknown to Emisphere as of the Effective Date.

     **10.3Genta  Representations  and  Warranties.**  Genta  represents,  warrants  and  covenants(as  applicable)  to  Emisphere that:

          **(a)** it  has  the  necessary  expertise,  personnel,  facilities  and  equipment to supplyGallium Salt API (in the  form  of  gallium  nitrate)  to  Emisphere  under  theFormulation-Development  Plan  and  to  perform  its  responsibilities under the ClinicalPlan;

          **(b)** it  shall  supply  Gallium  Salt  API (in the form of  gallium  nitrate)  to  Emisphereunder  the  Formulation-Development  Plan  and  perform  its  clinical  developmentactivities  under  the  Clinical  Plan  in  a  professional  and  workmanlike  manner  inaccordance  with  applicable industry standards and applicable laws;

          **(c)** the rights  granted  to  Emisphere  hereunder  do not  conflict  with rights  granted byGenta or its  Affiliates  to  any Third Party; and

          **(d)** the  manufacture,  use or sale of the  composition of  products  containing  a  GalliumCompound  (in  the  form  of  gallium  nitrate or any other  form  provided  by Genta)does  not  and  will  not  infringe  or  misappropriate  the  patent  rights  or otherintellectual  property  rights  of any Third  Party.

     **10.4Disclaimer.**  Except as  expressly  set forth  herein,  THE TECHNOLOGY AND  INTELLECTUALPROPERTY  RIGHTS PROVIDED BY  EACH  PARTY  HEREUNDER  ARE  PROVIDED  “AS IS,” ANDEACH PARTY  EXPRESSLY  DISCLAIMS  ANY  AND  ALL  WARRANTIES  OF ANY  KIND,  EXPRESS  ORIMPLIED,  INCLUDING  WITHOUT  LIMITATION  THE  WARRANTIES  OF  DESIGN,  MERCHANTABILITY,FITNESS  FOR  A  PARTICULAR  PURPOSE,  FREEDOM FROM INFRINGEMENT OF THIRD PARTY  RIGHTSOR  ARISING  FROM A COURSE OF  DEALING,  USAGE OR TRADE  PRACTICES,  IN  ALL  CASES  WITHRESPECT  THERETO.  Without  limiting  the  generality  of  the  foregoing,  each  partyexpressly  does not warrant  (i) the  success the  Development  Program or (ii) thesafety or  usefulness  for any purpose of  the technology it provides hereunder.

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     **10.5Limitation  of  Liability.**  EXCEPT FOR  LIABILITY FOR  BREACH OF  ARTICLE 11,NEITHER  PARTY  SHALL BE  ENTITLED  TO  RECOVER  FROM  THE  OTHER  PARTY  ANY  SPECIAL,INCIDENTAL,  CONSEQUENTIAL  OR  PUNITIVE  DAMAGES IN  CONNECTION  WITH THIS  AGREEMENTOR  ANY  LICENSE  GRANTED  HEREUNDER;  *provided,  however,*  that this  Section 10.5shall not be  construed  to  limit  either  party’s  indemnification  obligationsunder  Article 13.

**11.CONFIDENTIALITY; PUBLICATION**

     **11.1Confidentiality.**  Except  to  the  extent  expressly  authorized  by this  Agreement orotherwise  agreed in writing  by the  parties,  the parties  agree that,  during the Termof  this  Agreement  and for * thereafter  (or, if an audit occurs  under  Section  7.4after  the  end  of  the  Term,  for  *  thereafter),  the receiving party shall keepconfidential and  shall not  publish  or  otherwise  disclose  and shall not use  for anypurpose  other than as expressly  provided for in this  Agreement any  Informationfurnished to it by the other party  pursuant  to this  Agreement  which if  disclosed  intangible  form  is  marked  "Confidential"  or  with  other  similardesignation  to  indicate  its  confidential  or  proprietary  nature  or if  disclosedorally  is  indicated  orally  to be  confidential  or  proprietary  by the  partydisclosing  such  Information  at the time of such  disclosure  and is confirmed  inwriting as  confidential  or  proprietary by the disclosing  party  within  a  reasonabletime  after  such  disclosure  (collectively,  ***“Confidential  Information”***).Each  party may  use such  Confidential  Information of the other party only inconnection  with the exercise of its license  rights or to the  extent  required toperform its  obligations to accomplish the  purposes  of this  Agreement.  Each  partywill  use at least  the same  standard  of care as it uses to protect  proprietary  orconfidential  information of its own (but in no event less  than  reasonable  care) toensure that its employees,  agents,  consultants  and  other  representatives  do notdisclose  or  make any unauthorized  use of the Confidential  Information of  the otherparty.  Each party will  promptly  notify the other  upon  discovery of any  unauthorizeduse or disclosure of the  Confidential  Information  of the  other  party.  The terms ofthis  Article  11  shall  not be  construed  to  limit  either  party’s right toindependently  develop or acquire  products,  processes  or  concepts  without  use of orreference  to the  other party’s Confidential Information, even if similar.

     **11.2Exceptions.**  The  restrictions  set forth in  Section  11.1 shall not apply to anyinformation  which the  receiving  party can prove by competent written evidence:

          **(a)** is  now,  or  hereafter  becomes,  through  no act or  failure  to act on the  part  ofthe  receiving  party  or its  Affiliates, generally known or available to the public;

          **(b)** is known  by the  receiving  party or its  Affiliates  at the time of  receiving  suchinformation,  as evidenced by  its or its Affiliates’ records;

          **(c)** is  hereafter  furnished  to the  receiving  party or  its Affiliates,  as a matter ofright and without  restriction  on  disclosure,  by a Third  Party who is under noobligation  of  non-disclosure  to the disclosing party or its Affiliates;  or

          **(d)** is the  subject of a written  permission  to disclose  provided by the disclosing party.

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     **11.3Authorized  Disclosure.**  Each  party  may  disclose  Confidential  Information  belongingto the other party to the  extent  such  disclosure  is  reasonably  necessary  in  thefollowing instances:

          **(a)** exercising  the rights  granted  to such party  under  this Agreement  (includingwithout  limitation  entering into  and  performing  business  or  scientificrelationships  with  respect to Products as permitted under this Agreement);

          **(b)**filing or  prosecuting  Patents as  permitted by this  Agreement;

          **(c)**regulatory  filings  for  Products  such  party has a  license or right to develop ormanufacture hereunder;

          **(d)**prosecuting  or defending  litigation as permitted by  this Agreement;

          **(e)**complying  with  applicable  court  orders  or  governmental regulations;

          **(f)** conducting  clinical  trials with respect to Products  under this Agreement; and

          **(g)** disclosure to  Affiliates,  sublicensees,  employees,  consultants,  agents or otherThird Parties in connection  the  performance  of  obligations  or exercise of rightsunder this  Agreement,  or with due  diligence  or similar  investigations  by such ThirdParties,  and disclosure to actual or potential  Third  Party  investors  underconfidentiality  obligations,  provided,  in  each  case,  that  any  such  Affiliate,sublicensee,  employee,  consultant,  agent  or  Third  Party  agrees to be bound bysimilar  terms of  confidentiality  and  non-use  at least  equivalent  in scope to thoseset forth in  this Article 11.

     **11.4Mandatory  Disclosure.**  Notwithstanding  the  foregoing,  in  the  event  a  party  isrequired  to  make a  disclosure  of  the  other  party’s  Confidential  Informationpursuant  to  Section 11.3(d)  or  11.3(e),  it  will,  except  where  impracticableor  illegal,  give  reasonable  advance  notice to the other party of such  disclosureand use efforts  to  secure  confidential  treatment  of  such  information  at  least asdiligent  as such party would use to protect its own  confidential  information,  but  inno  event  less  than  reasonable  efforts.  In any event,  the parties agree to takeall  reasonable  action to avoid  disclosure  of  Confidential  Information of the otherparty  hereunder  except as expressly  permitted.  The parties  will  consult  with eachother on the  provisions  of this  Agreement  to be  redacted in any filings  made  bythe  parties  with  the  Securities  and  Exchange  Commission or as otherwise requiredby law.

     **11.5Publications.**  Each  party  shall  have the  right to  review and comment on anymaterial  proposed  for  disclosure  or  publication  by  the  other  party  or theother  party’s  Affiliates,  consultants  and  agents,  such  as  by  oralpresentation,  manuscript  or abstract,  which  utilizes  data  generated  from  theFormulation-Development  Program,  or  relates  to  Products  (where  Emisphere  or  itsAffiliate,  consultant  or agent is the  publishing  party) or the Program  Carrier(where Genta or its  Affiliate,  consultant  or agent  is  the  publishing  party).Neither  party  shall  have  the  right to include  Confidential  Information of theother party  in any public  disclosure  or  publication  without  the other  party’sprior  written  consent.  Before any such material is  submitted for  publication  ordisclosure is made,  the party  proposing  publication  shall  deliver,  or shall  ensure 

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that  theother  party’s  Affiliate,  Sublicensee,  consultant  or  agent (as applicable)delivers,  a complete copy to the other  party at least  thirty  (30)  days  prior  tosubmitting  the  material to a publisher or  initiating  any other  disclosure.  Suchother party shall  review any such  material and give its  comments  to the partyproposing  publication  within  twenty  (20)  days of the  delivery  of such  materialto such  other  party.  With  respect  to  oral  presentation  materials  and  abstracts,such other party shall make reasonable  efforts to  expedite  review of such  materialsand  abstracts,  and shall  return  such  items  as  soon  as  practicable  to  theparty  proposing  publication with appropriate  comments, if any, but  in no event  laterthan  fifteen  (15)  days from the date of  delivery to the  non-publishing  party.  Thepublishing  party  shall  comply  with,  or  shall  ensure  that  its  Affiliate,Sublicensee,  consultant  or agent  (as  applicable)  complies  with,  the other party’srequest to delete  references to the  other party’s  Confidential  Information  inany such material  and agrees to delay any  submission  for  publication or other  publicdisclosure for a period of up to an additional  ninety  (90)  days  for  the  purpose  ofpreparing  and  filing  appropriate  patent  applications  as  requested by such otherparty.  Any  publication  of  data  from  the  Formulation-Development  Program or withrespect to  Products  (where  Emisphere  or its  Affiliate,  consultant  or agent is  thepublishing  party)  shall make  appropriate  reference to  the contribution of thenon-publishing party.

**     11.6Publicity.**

          **(a)** The  parties  may  issue  a  press  release  (either  jointly or  individually)announcing  the  execution  of this  Agreement  in the form  mutually  agreed upon by theparties.  The parties  agree to consult with each other  reasonably  and  in  good  faithwith  respect  to  the  text  and  timing  of  subsequent  press  releases  relating toProducts prior to the  issuance  thereof,  and agree  that the  consent  of the otherparty  is  required,  provided  that  a  party  may  not  unreasonably  withhold  consentto  such  releases.  Notwithstanding  the above,  the  parties  agree  that  eitherparty  may,  in the  absence  of the  other  party’s  consent,  issue such pressreleases as it  determines,  based on advice  of counsel,  are  reasonably  necessary tocomply with laws or  regulations  or rules of a securities  exchange.  In addition,following  the  initial  press  release  announcing  this  Agreement,  each  party  shallbe  free  to  disclose  and  publicize,  without the other party’s  prior writtenconsent,  the  existence  of this  Agreement,  the identity of the other  party  andthose  terms  of the  Agreement  which  have  been  previously publicly disclosed inaccordance herewith.

          **(b)** Without  limiting the  generality  of the  foregoing,  the  parties  may issueappropriate  press  releases  (either  jointly or  individually)  regarding theachievement  of each  development  or  commercialization  event  specified  in  Section 6.2(a).

**12.  TERMAND TERMINATION**

     **12.1Term.**  The  term  of  the  Development  Program  (the  ***“Development  Term”***)shall commence on the Effective Date and,  unless this Agreement is earlier  terminatedpursuant to this  Article 12,  continue  until  the  end of the  Clinical  Term,unless  the  parties  otherwise  agree  to  perform  further  research and developmentactivities hereunder,  in which case  the  Development  Term  shall  continue until thecompletion of  such  activities.  The  term of this  Agreement  (the***“Term”***)shall  commence  on  the  Effective  Date  and,  unless  this  Agreement is earlierterminated  pursuant to this Article 12,  continue  until  the  later  of  (a) terminationof  the  Development  Term 

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in accordancewith the preceding  sentence,  and  (b) the  expiration  of  all  royalty  andpayment  obligations hereunder with respect to Products.

     **12.2Termination  for  Convenience.**  From  the  Effective  Date  and  continuing  until  theend  of  the  Formulation-Development  Term,  Genta  shall have the right to  terminatethis  Agreement,  for any  reason or for no reason,  upon * days’ prior  writtennotice to  Emisphere.  After the  Formulation-Development  Term,  Genta  shall have theright to  terminate  this  Agreement  as  a  whole,  or  on  a  Product-by-Productand/or  country-by-country  basis, for any  reason  or for no  reason  at any  time,upon *  days’ prior  written  notice  to  Emisphere.  If  Genta  terminates  thisAgreement  with  respect to a  particular  Product or country,  then the license  grantedto Genta under  Section 5.1, if then  in  effect,  shall  automatically  terminate  withrespect to  such  Product  or  country  (as  applicable)  and  revert  to  Emisphere,and  Genta  shall  cease  to  have  any  right  or  license  under  the  EmisphereTechnology  to  develop,  manufacture  or  commercialize  (and,  except as  provided  inSection 12.4(f),  shall cease to have any payment  obligations  under  Articles 6and 7 with  respect  to)  such  Product  or  Products  in such  country or  countries,but this  Agreement  shall  otherwise  remain  in  full  force  and  effect  inaccordance with its terms.

     **12.3Termination  for  Cause.**  Each  party  shall have the  right to terminate  thisAgreement upon * days’ prior written  notice to the other upon or after the  breachof any  material  provision  of  this  Agreement  by  the  other  party  if  thebreaching  party has not cured  such  breach  within the * day  period  followingwritten  notice  of  termination  by  the  non-breaching  party.  However,  if the partyalleged to be in  breach of this  Agreement  disputes  such breach within such *  dayperiod,  the non-breaching  party shall not have the right  to  terminate  thisAgreement  unless it has been  determined  under  Article  14  that  this  Agreement  wasmaterially  breached,  and the  breaching  party  fails to cure the breach  within * daysafter such determination.

**       12.4  Effectof Termination; Surviving Obligations.**

          **(a)** Upon  termination  of  this  Agreement  by  Genta  pursuant to Section 12.3:

               **(i)** Genta  shall have the right (but not the  obligation)  to  assume  the  performance  ofall  activities  under  the  Development Program;

               **(ii)** the license  granted by Genta under  Section  5.1(b),  if then in effect,  shallautomatically  terminate and revert  to Genta;

               **(iii)** the  license  granted  by  Emisphere  to Genta  under  Section  5.1(a)  (if  in  effectimmediately  prior  to  such  termination)  shall,  at Genta’s  option,  remain ineffect in  accordance  with its  terms,  subject to  compliance  by Genta  with allapplicable  provisions of this Agreement  (including,  without  limitation,  the  paymentobligations  set  forth in  Articles 6 and 7); and

               **(iv)** At  Genta’s  option,  either (x)  Emisphere’s  supply  obligations  withrespect to Program  Carrier  under  Sections  8.1 and 8.2 shall  remain in effect,  or(y) Emisphere  shall  deliver  to  Genta’s  Third-Party  contract  manufacturerall  Information  that is  necessary  or  useful  for Genta to have  the  ProgramCarrier  made  for  it  (including  without  limitation  a true and  complete  copy ofthe  current DMF and  all other  regulatory  filings  for the Program  Carrier,  and  theright to use and  cross  file and  reference  such DMF and  other regulatory  filings),provided 

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that in thecase of (y),  Emisphere’s  delivery  obligation  shall  be  subject  to  itsapproval of Genta’s  Third-Party  contract  manufacturer  (the  ***“GentaManufacturer”***),  not to be  unreasonably  withheld  or  delayed.  Subject  to  theterms  and  conditions  of  this  Agreement  and any agreement  between  Emisphere andits Third  Party  contract  manufacturer  of Program  Carrier or Product,  Emispherehereby  grants  to  Genta  and  its  Affiliates  a  worldwide,  perpetual,  irrevocablelicense to have the Genta  Manufacturer  make  Program  Carriers  solely for  Genta,  itsAffiliates and its  Sublicensees  to  manufacture,  use, sale,  offer for sale or importProducts  and for no other  purpose,  provided  that  Genta  covenants  to  exercise  theforegoing  license  only if and when  this  Agreement  is  terminated  by  Genta underSection  12.3 and only if Genta does not elect to  have  Emisphere  continue  supplyingProgram  Carrier  in  accordance  with  clause (x)  of  this  Section 12.4(a)(iv)(other than for a reasonable transition period).

          **(b)** Upon  termination  of  this  Agreement  by  Genta  pursuant to Section 12.2,  ortermination  of this  Agreement  by Emisphere pursuant to Section 12.3:

               **(i)** the licenses  granted under Sections  5.1(a) and (b),  if then in effect,  shallautomatically  terminate and revert  to the granting  party;  provided  that in the caseof partial  termination  of this  Agreement by Genta under  Section  12.2,  suchlicenses  shall  survive with respect to those  Products  and  countries  for  whichthis  Agreement  has  not  been  terminated;

               **(ii)** solely  in the case of,  and for a period  of  thirty  (30) days  after the  effectivedate of, any  termination  of  the  Agreement  by  Emisphere  under  Section 12.3,Emisphere  shall  have  an  exclusive  option,  exercisable  by  written  notice to Gentaprior to the  expiration  of such thirty (30)  day  period,  to  negotiate  with  Gentafor  an  agreement  granting  Emisphere  the  right  to use  Genta  Technology  inconnection  with  Emisphere  Technology.  As  soon  as  practicable  after  Emisphere’sexercise of such option,  the  parties shall commence  negotiations  toward such anagreement  and  shall  negotiate  in  good  faith  for up to one  hundred  twenty  (120)days  regarding  the  commercially  reasonable  terms upon which Genta  would  grant suchright,  provided if  the parties,  despite their good faith  efforts,  do not agree  onthe  terms  of such  an  agreement  by the end of such  one  hundred  twenty (120) dayperiod,  Genta shall have no further  obligation to negotiate  with  Emisphere  for suchagreement;  and

               **(iii)** in the case of  partial  termination  by Genta  under  Section 12.2,  Emisphere’ssupply obligations with respect to  Program  Carriers  under  Sections 8.1 and 8.2 shallremain in  effect  with  respect  to those  countries  and  Products  for  which thisAgreement has not been terminated.

          **(c)** If  this  Agreement  is  terminated  for  any  reason  during theFormulation-Development  Term, Emisphere shall use  commercially  reasonable  efforts tomitigate costs related to  its performance of the  Formulation-Development  Program,  andGenta shall only be required to  reimburse  such actual  costs  as Emisphere  reasonablyincurs in connection its performance  of  the  Formulation-Development  Program  priorto  the  effective date of the Agreement’s  termination,  to the extent  Emisphereis unable to avoid or offset such  costs;  provided  that in any case  Genta’sreimbursement  obligation  shall be  limited as set forth in Section 6.1.

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          **(d)** Genta  shall (A) if its  rights  terminate  under the  entire  Agreement,  transfer  toEmisphere  as  soon  as  reasonably  practicable all Information relating  specificallyto the Program  Carrier (if any),  (B)  transfer and assign to  Emisphere all  regulatoryfilings (if any) that relate solely  to the Program  Carrier  (including  all  foreignequivalents  thereof) in all countries in which its rights  terminate,  and  (C)  takesuch  other  actions  and  execute  such  other  instruments,  assignments  anddocuments  as may be necessary  to effect the  transfer  of rights  provided  in thisSection  12.4 to Emisphere.

          **(e)** At  Genta’s  discretion,  and  subject  to  receiving  appropriate  compensation(as  agreed  upon by the  parties),  Genta may transfer to Emisphere  (A)  informationrelating to  Products,  (B) regulatory  filings relating to Products in all  countriesin  which  Genta’s  rights  terminate  (other  than  those transferred  underSection 12.4(d)),  and (C) Regulatory  Approvals  relating  to  Products  in allcountries  in which  Genta’s rights terminate.

          **(f)** Expiration or  termination  of this  Agreement  shall  not relieve the parties of anyobligation  accruing  prior to  such  expiration or termination.  Following  expirationor any  termination of this Agreement  following  Regulatory  Approval  of Products(other than any  termination  by Emisphere  under  Section 12.3),  Genta and itsAffiliates  shall have the right  to sell or  otherwise  dispose  of the  stock  of anyProduct  then  on  hand  during  the six  (6)  months  thereafter,  all  subject  toperformance  of  payment  obligations  under  Articles 6 and 7.

          **(g)** Expiration or  termination  of this  Agreement  shall  not prejudice or terminate therights and  obligations  of the  Parties  under  this  Agreement  that,  by their  natureor as  otherwise  provided  herein,  are  intended  to  survive  this  Agreement.

          **(h)** Within thirty (30) days  following the  expiration or  termination  of this  Agreement,except to the extent and for  so  long  as  a  party  retains  license  rights  underSections 12.4(a)  or (b),  each party shall destroy or deliver  to the  other  partyany  and  all  tangible  embodiments  of  Confidential  Information  of  the  otherparty  in  its  possession.  Notwithstanding  the  above,  each  party  may  retain onearchival  copy of the other  party’s  Confidential  Information  solely  for  thepurpose  of  ascertaining  its  compliance  with  the  confidentiality  obligations  ofthis  Agreement.

     **12.5Damages;  Relief.**  The use by either  party hereto of  a termination  right provided forunder this  Agreement  shall  not in itself give rise to any  obligation  for the paymentof  damages  or any other  form of  compensation  or relief to the  other party withrespect  thereto.  Subject to the  foregoing,  termination  of this  Agreement  shall notin itself  preclude  either  party from  claiming any other  damages,  compensation  orrelief  that it may be  entitled  to,  whether at law or in  equity.

     **12.6Rights  in  Bankruptcy.**  All  rights  and  licenses  granted  under  or  pursuant  tothis  Agreement  by  Genta or  Emisphere  are,  and  will  otherwise  be  deemed  to be,for  purposes  of  Section 365(n)  of  the  U.S.  Bankruptcy  Code,  licenses  ofright  to  “intellectual  property” as  defined  under  Section 101  ofthe U.S.  Bankruptcy  Code. The parties  agree  that  they,  as  licensees  of suchrights  under this  Agreement,  will  retain and may fully  exercise  all of theirrights  and  elections  under the U.S.  Bankruptcy  Code.  The  parties  further agreethat, in the event of the  commencement  of a bankruptcy  proceeding  by or againsteither party under  the U.S.  Bankruptcy 

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Code,  theparty  hereto  that is not a  party  to such  proceeding  will  be  entitled  to acomplete  duplicate  of (or  complete  access  to, as  appropriate)  any  suchintellectual  property  and  all  embodiments  of  such  intellectual  property,  andsame,  if not  already  in their  possession,  will be promptly  delivered to them  (i) uponany  such  commencement  of  a  bankruptcy  proceeding  upon  their  written  requesttherefor,  unless the party  subject to such  proceeding  elects  to  continue  toperform  all  of  its  obligations  under this  Agreement,  or (ii) if notdelivered  under (i) above,  following  the  rejection of this  Agreement  by or onbehalf of the party subject to such  proceeding  upon  written request therefor by thenon-subject party.

**13.INDEMNIFICATION**

**     13.1Indemnification.**

          **(a)** Genta hereby  agrees to save,  defend,  indemnify and  hold harmless  Emisphere,  itsAffiliates and their respective  officers, directors, employees,  contractors,consultants and  agents  (each,  an  ***“Emisphere  Indemnitee”***)  from and againstany  and  all  losses,  damages,  liabilities,  expenses  and  costs,  includingreasonable  legal  expense  and  attorneys’ fees  (***“Losses”***),  to  whichany  Emisphere  Indemnitee  may  become  subject  as a result of any claim,  demand,action or  other  proceeding  by  any  Third  Party  to the  extent  such  Losses arisedirectly or indirectly  out of (i) the  practice  by  Genta  or any of itsAffiliates  or  Sublicensees  of any  license  granted  hereunder,  (ii) thehandling,  storage  or  other  disposition  of  any  Product  by  Genta  or any of itsAffiliates or  Sublicensees,  or (ii) the gross  negligence or  willful  misconductof any Genta  Indemnitee or the breach by  Genta of any warranty,  representation,covenant or agreement  made by Genta in this  Agreement,  except,  in each  case,  tothe extent such Losses  result  from the gross  negligence  or  willful  misconduct ofany Emisphere  Indemnitee or the breach  by  Emisphere  of any  warranty,representation,  covenant or  agreement made by Emisphere in this Agreement.

          **(b)**Emisphere  hereby agrees to save,  defend,  indemnify  and hold harmless Genta,  itsAffiliates and their  respective  officers, directors, employees,  contractors,consultants and  agents (each, a ***“Genta  Indemnitee”***)  from and against any andall Losses to which any Genta  Indemnitee  may become  subject  as a result of any claim,demand,  action or other proceeding  by any Third Party,  to the extent such Losses arisedirectly  or indirectly  out of (i) the  practice by Emisphere or any of  itsAffiliates  or  sublicensees  of  any  license  granted  hereunder,  (ii) thedevelopment,  handling or storage of any  Product  or  Program  Carrier  by  Emisphereor  any  of  its  Affiliates or  sublicensees,  or (iii) the gross negligence or  willfulmisconduct of any Emisphere  Indemnitee or the breach  by  Emisphere  of any  warranty,representation,  covenant or  agreement  made by Emisphere  in this  Agreement,  except,in  each case,  to the extent  such  Losses  result from the gross  negligence or willfulmisconduct  of any Genta  Indemnitee or  the  breach  by  Genta  of  any  warranty,representation,  covenant or agreement made by Genta in this Agreement.

     **13.2Control  of  Defense.**  In the  event  a  party  seeks  indemnification  under  Section 13.1,it  shall  inform  the  other party (the  ***“Indemnifying  Party”***) of a claim assoon as  reasonably  practicable  after  it  receives  notice  of  the  claim,  shallpermit  the  Indemnifying  Party  to  assume  direction  and control of the defense ofthe claim  (including  the  right  to  settle  the  claim  solely  for  monetaryconsideration),  and  shall  cooperate  as  requested  (at the  expense  of theIndemnifying  Party)  in the  defense  of the  claim.

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**14.  DISPUTERESOLUTION**

     **14.1Disputes.**  The  parties  recognize  that  disputes as  to certain  matters may from timeto time arise  which  relate  to either  party’s  rights and  obligationshereunder.  It is  the  objective  of the  parties  to  establish  procedures  tofacilitate  the  resolution  of such  disputes in an expedient  manner  by  mutualcooperation  and  without  resort  to  litigation.  To accomplish this  objective,  theparties agree  to  follow  the  procedures  set forth in  Article  14, if and  when sucha dispute arises between the parties.

     **14.2Chief Executive  Offers.**  If any claim,  dispute,  or  controversy  of any naturearising out of or relating to this  Agreement,  including,  without  limitation,  anyaction  or  claim based on tort,  contract or statute,  or concerning  theinterpretation,  effect,  termination,  validity,  performance  and/or  breach of thisAgreement  (each,  a ***“Claim”***),  arises  between  the  parties  and  theparties  cannot  resolve  the  dispute  within  thirty  (30)  days of a  written  requestby  either  party to the other party,  the parties  agree to refer  the  Claim  to theChief  Executive  Officers  of  Genta  and  Emisphere  for  resolution.  If,  after anadditional  thirty  (30) days,  such officers have not succeeded in  negotiating aresolution  of the dispute,  then either party may at any time  thereafter  submit  thematter to  binding  arbitration  under  Section 14.3.

     **14.3Arbitration.**  Any  Claim  that  the  parties  cannot  resolve  under  Section  14.2shall  be  settled  by  binding  arbitration  in the  manner  described  in this  Section 14.3.The  arbitration  shall  be  conducted  pursuant  to  the  Commercial  Rules  andSupplementary  Procedures  for  Large,  Complex  Disputes  of  the  American  ArbitrationAssociation  then in effect.  Notwithstanding  those rules,  the  following  provisionsshall apply to the arbitration hereunder:

          **(a)Arbitrators.**  The  arbitration  shall be conducted by  a single  arbitrator;  providedthat at the request of either  party,  the  arbitration  shall  be  conducted  by a panelof  three  (3)  arbitrators,  with one (1)  arbitrator  chosen  by  each of Genta andEmisphere  and the third  appointed  by the  other  two (2)  arbitrators.  If theparties  are  unable  to  agree upon a single  arbitrator,  or the third  arbitrator  incase  of  a  panel  of  three  (3),  such  single  or  third  arbitrator  (as  the  casemay  be)  shall  be  appointed  in  accordance  with  the  rules  of  the  AmericanArbitration  Association.  In any  event,  the  arbitrator  or  arbitrators  selected  inaccordance  with  this  Section 14.3(a)  are  referred to herein as the  “Panel.” Withrespect to disputes  arising  under  Section 12.3,  the  arbitrators  shall  beindependent  experts in worldwide business  development in the  biopharmaceuticalindustry.

          **(b)Proceedings.**  Except as  otherwise  provided  herein,  the  parties  and  thearbitrators  shall  complete  the  arbitration  within one (1) year after theappointment of the  Panel under  Section 14.3(a),  unless a party can  demonstrateto the Panel’s  reasonable  satisfaction  that the  complexity  of the issues orother  reasons  warrant the  extension of one  or more of the time  tables,  in  whichcase  the  Panel  may  extend  such  time  table as  reasonably  required.  The Panelshall,  in rendering its decision,  apply the  substantive law  of the State of New York,without  regard to its  conflict of  laws  provisions,  except  that  the  interpretationof  and  enforcement  of this  Article 14 shall be governed by the U.S.  FederalArbitration  Act. The  proceeding  shall be conducted  in English  and shall take  placein New York,  New York.  The  fees of the  Panel  shall be paid by the  losing  partywhich  party  shall  be  designated  by the  Panel.  If the  Panel is  unable  todesignate  a losing  party,  it shall so state and  the fees shall be split  equallybetween  the  parties. 

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Each  partyshall  bear  the  costs  of  its  own  attorneys’ and  experts’ fees;  providedthat the Panel may in its discretion  award  the  prevailing  party  all or  part of thecosts  and  expenses  incurred by the prevailing  party in connection with  thearbitration  proceeding.  Neither party shall initiate an  arbitration  hereunder  unlessit has attempted to resolve the  matter  in  accordance  with  Section 14.2  above.Notwithstanding  anything  to  the  contrary  in  this  Section 14.3,  any  disputesrelating  to  the  inventorship,  scope,  validity or  enforceability  of patent rightsshall be  submitted  for  resolution  by  a  court  of  competent  jurisdiction.Additionally,  notwithstanding  the  foregoing,  either  party may  pursue  an  action ina court of  competent  jurisdiction to obtain injunctive or other equitable remedy.

**15.  GENERALPROVISIONS**

     **15.1Governing  Law.**  This  Agreement  shall  be  governed  by, and construed and enforced inaccordance  with,  the laws  of the  State of New York,  excluding  its  conflicts  oflaws  principles.  The  parties  hereby  expressly  consent  to  the  exclusive  personaljurisdiction  and  venue of the state and  federal  courts  located  within the SouthernDistrict of New  York for any lawsuit  filed by either party  against the other  arisingfrom or related to this Agreement.

     **15.2Entire  Agreement;  Modification.**  This  Agreement  (including  the Exhibit  hereto),together  with that certain  letter  agreement  between  the  parties  dated  as  of  theEffective  Date  (the  “Letter  Agreement”),  is  both a final  expression  ofthe  parties’ agreement  and a  complete  and  exclusive  statement  with  respectto all of its terms.  This  Agreement,  together  with the  Letter  Agreement,supersedes  all prior and  contemporaneous  agreements and  communications  (includingas of  the  Effective  Date,  the  Existing  MTA),  whether  oral,  written or otherwise,concerning  any and all  matters  contained  herein.  No  trade  customs,  courses  ofdealing or  courses of  performance  by the  parties  shall be  relevant to modify,supplement  or explain  any term(s)  used  in this  Agreement.  This  Agreement  may notbe  modified  or  supplemented  by  any  purchase  order,  change  order,acknowledgment,  order  acceptance,  standard  terms  of sale,  invoice or the like.This  Agreement  may only be modified or  supplemented  in a writing  expressly  statedfor such purpose  and signed by the parties to this Agreement.

     **15.3Relationship  Between  the  Parties.**  The  parties’ relationship,  as  establishedby this  Agreement,  is solely  that of  independent  contractors.  This  Agreement  doesnot  create any  partnership,  joint  venture  or similar  business  relationshipbetween the  parties.  Neither  party is a legal  representative  of the other party;neither  party can assume  or  create  any  obligation,  representation,  warranty  orguarantee,  express or  implied,  on behalf of the other party  for any purposewhatsoever.

     **15.4Non-Waiver.**  The  failure  of a party to insist  upon  strict  performance  of anyprovision of this  Agreement or to  exercise  any  right  arising  out  of  thisAgreement  shall  neither  impair  that  provision  or right  nor  constitute  a  waiverof that  provision  or right,  in whole or in part,  in  that  instance  or in any  otherinstance.  Any  waiver  by a  party  of  a  particular  provision  or  right  shall  bein  writing,  shall  be  as  to  a  particular  matter  and,  if  applicable,  for aparticular  period  of time  and  shall be  signed by such party.

     **15.5Assignment.**  Except  as  expressly  provided  hereunder,  neither  this  Agreement  norany  rights  or  obligations  hereunder  may  be  assigned  or  otherwise  transferredby  either  party 

36.

without  theprior  written  consent  of  the  other  party  (which  consent  shall  not beunreasonably withheld);  *provided,  however,* that either party  may assign  thisAgreement  and its  rights  and  obligations  hereunder without the other party’sconsent:

               **(a)** in  connection  with the  transfer  or sale of all or  substantially  all of thebusiness  of such  party  to  which  this  Agreement  relates to a Third Party,  whetherby merger,  sale of stock,  sale of assets or otherwise,  provided that in  the  eventof  a  transaction  (whether  this  Agreement  is  actually  assigned  or is  assumed bythe  acquiring  party by  operation  of  law),  intellectual  property  rights  of  theacquiring  party to such  transaction  (if  other  than one of  the  parties to thisAgreement)  shall not be included in the  technology licensed hereunder; or

               **(b)** to an Affiliate,  provided  that the assigning  party  shall  remain  liable  andresponsible  to the  non-assigning  party hereto for the  performance  and  observance ofall such  duties and obligations by such Affiliate.

The  rightsand  obligations  of  the  parties  under  this  Agreement  shall be binding  upon andinure to the  benefit of  the  successors  and  permitted  assigns of the  parties.  Anyassignment  not in  accordance  with this  Agreement  shall be  void.

     **15.6No  Third  Party  Beneficiaries.**  This  Agreement  is  neither  expressly nor  impliedlymade for the benefit of any  party other than those executing it.

     **15.7Severability.**  If, for any  reason,  any part of this  Agreement is  adjudicatedinvalid,  unenforceable  or illegal  by  a  court  of  competent  jurisdiction,  suchadjudication  shall  not  affect  or  impair,  in  whole  or  in  part,  the  validity,enforceability  or  legality  of  any  remaining  portions  of this  Agreement.  Allremaining  portions  shall  remain in full force and effect as if the  originalAgreement  had been executed  without the  invalidated,  unenforceable or  illegal part.

     **15.8Notices.**  Any  notice  to  be  given  under  this  Agreement  must be in writing anddelivered  either in person,  by any  method  of mail  (postage  prepaid)  requiringreturn  receipt,  or  by  overnight  courier  or  facsimile  confirmed  thereafter  byany  of  the  foregoing,  to  the  party  to be  notified at its  address(es)  givenbelow,  or at any address  such party has  previously  designated by prior written noticeto the other.  Notice shall be deemed  sufficiently  given for  all  purposes  upon theearlier  of:  (a) the date of  actual  receipt;  (b) if mailed,  five business days afterthe date of  postmark;  or (c) if delivered by overnight courier,  the next  businessday  the  overnight  courier  regularly  makes  deliveries.

     Ifto Genta, notices must be addressed to:
 
GentaIncorporated  2 Connell Drive  Berkeley Heights, NJ 07922  Attention:  Chief  ExecutiveOfficer