Exhibit 10.1

                              SEVERANCE AGREEMENT,
                         RELEASE AND COVENANT NOT TO SUE


     THIS SEVERANCE  AGREEMENT,  RELEASE AND COVENANT NOT TO SUE (the "Release")
is entered into by and between Thomas H. Adams, Ph.D. (the "Employee") and GENTA
INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS,  the Employee is an employee  and officer of the  Company,  and is
terminating  his employment and status as an officer and director  effective May
5, 1997; and

     WHEREAS,  the Employee desires to fully release and discharge all potential
disputes  and  claims  related  to  his  employment  with  the  Company  or  the
termination  thereof  and to dispose  of all other  claims as  provided  in this
Release, thereby finally disposing of such claims, and to give assurance that he
will not thereafter prosecute such claims or cause them to be prosecuted;

     NOW, THEREFORE, it is agreed as follows:

     1. Release. The Employee hereby releases and forever discharges the Company
and each of its past and present directors, officers,  shareholders,  employees,
agents, attorneys,  servants,  employee benefit plans, predecessors,  successors
and assigns, and each of them separately and collectively  (hereinafter referred
to  separately  and  collectively  as the  "Releases")  from any and all claims,
liens, demands,  causes of action,  obligations,  damages and liabilities of any
nature whatsoever,  known or unknown, that the Employee ever had, now has or may
hereafter  claim to have against any of the Releases  relating to his employment
or  nonemployment by the Company,  to the termination of his employment,  to any
status, term or condition to such employment,  or to any physical or mental harm
or  distress  from  such  employment  or from  termination  of such  employment,
excluding any claims  relating to the  enforcement  of the terms of this Release
but including,  without limitation, (a) any and all claims under the federal Age
Discrimination  in  Employment  Act;  (b) any and all  claims  under  California
statutory or decisional law pertaining to wrongful discharge,  discrimination or
breach of public policy; (c) any and all claims for employee benefits, including
(without limitation) severance payments, fringe benefits, vacation or disability
payments, use of maintenance of an automobile,  retirement benefits, bonuses and
equity-based benefits; and (d) any and all claims relating to the tax obligation
for which the  Employee  may  become  liable as a result of this  Release or the
payment of consideration referred to above.

     2. Definition of Continuation  Period. For all purposes under this Release,
"Continuation  Period"  shall mean the  period  commencing  on May 6, 1997,  and
ending on the earlier of:

          (a) May 5, 1998;


<PAGE>

          (b) The date Employee obtains other employment or is reemployed by the
     Company; or

          (c) The date of the Employee's death.

     3. Amount of Special  Severance Pay. During the  Continuation  Period,  the
Company shall pay the Employee Special  Severance Pay at an annual rate equal to
his base salary at the rate in effect on May 5, 1997.  Such amount shall be paid
at  periodic  intervals  in  accordance  with  the  Company's  standard  payroll
procedures,  subject to applicable  payroll deductions for withholding taxes and
any  required  employee  payments for employee  benefits.  Employee  promises to
inform the Company as soon as he obtains  other  employment,  if he obtains such
employment prior to May 5, 1998.

     In the event of the  Employee's  death  prior to May 5, 1998,  the  Company
shall  continue to make the  above-described  periodic  payments  to  Employee's
beneficiary  (at the rate in effect on May 5, 1997) for the period from the date
of his death to May 5, 1998. The Employee may designate a beneficiary in writing
for this purpose.  If no beneficiary so designated  survives the Employee,  then
the payments shall be made to the  Employee's  estate.  These periodic  payments
shall be subject to applicable payroll deductions for withholding taxes.

     4. Employee Benefits and Group Insurance.  During the Continuation  Period,
the  Employee  (and,  where  applicable,  his  dependents)  shall be entitled to
continue  participation in the group insurance plains maintained by the Company,
including life,  disability,  medical and dental insurance programs, on the same
basis as Employee  participated  in these programs  prior to May 5, 1997.  Where
applicable,  the Employee's salary for purposes of such plans shall be deemed to
be equal to this base salary at the rate in effect on May 5, 1997. The foregoing
notwithstanding,  in the event that the Employee becomes eligible for comparable
group insurance coverage in connection with new employment,  the group insurance
coverage   provided  by  the  Company  under  this  Section  4  shall  terminate
immediately.

     To the extent that the Company  finds it  impossible  to cover the Employee
under a group insurance policy during the Continuation  Period,  the Company may
require  Employee to elect to  continue  his group  medical and dental  coverage
under COBRA. To the extent such election is necessary,  the Company will pay the
full cost under COBRA to continue  Employee's  group medical and dental benefits
in accordance  with the terms of this Agreement.  Thereafter,  Employee must pay
the applicable COBRA premiums for such coverage for any remaining COBRA period.

     If the Company finds it impossible to provide  Employee with group life and
disability  coverage  during  the  Continuation  Period,  it shall  use its best
efforts  to provide  Employee  with  individual  life and  disability  insurance
policies  that (a) offer  coverage  comparable  to the group  coverage  Employee
received  prior to May 5, 1997;  and (b) do not impose  costs or  administrative
burdens on the Company  substantially in excess of its costs and  administrative
burdens for the group coverage.  If the Company is able to provide Employee with
individual


                                       2

<PAGE>

coverage  consistent  with these  requirements,  it shall pay the entire premium
under such individual policy.

     5. Stock Plan.

     The  Continuation  Period  shall be treated as  employment  for purposes of
determining  the  Employee's  vesting in any  Incentive  Stock  Options  (ISO's)
granted  to him under the 1991  Stock Plan of Genta  Incorporated.  Any  "cliff"
vesting  requirement  imposed in  connection  with the  Company's  repricing  of
options  is waived in the  Employee's  case,  and the vested  percentage  of the
Employee's options shall be determined without regard to such requirement.

     The 90-day  post-termination  exercise  grace period  under the  Employee's
Incentive Stock Options shall commence at the end of the Continuation Period.

     The Employee represents that he has consulted or will consult a tax adviser
regarding the impact of this Section 5 on the tax  treatment of Incentive  Stock
Options.

     6.  Bonus.  The  Employee  shall not be  entitled  to any bonus  including,
without limitation, for the fiscal year ending December 31, 1997.

     7.  Expense   Reimbursement.   By  signing  this   Release,   the  Employee
acknowledges  that the Company has fully  discharged  all of its  obligations to
reimburse him for any business expenses.

     8. Waiver.  The Employee  expressly waives all rights under section 1542 of
the Civil Code of California, which provides:

                  "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

     Employee  acknowledges that this General Release is intended to include and
discharge  all claims  which he does not know or suspect to exist at the time of
execution and expressly assumes all risks attendant to release of claims arising
out of facts  occurring  at any time prior to the  execution  of this  Agreement
which are unknown, unforeseen or latent.

     9.  Covenant  Not To Sue. The  Employee  covenants  and agrees that he will
never,  individually or with any person or in any way, commence,  aid in any way
(except  as  required  by legal  process),  prosecute  or cause or  permit to be
commenced  or  prosecuted  against  any of the  Releases  any  action  or  other
proceeding based upon any claim which relates to the


                                       3
<PAGE>

subject  of  this  Release,  Employee's  employment  with  the  Company  or  his
separation from employment. This Release shall be deemed breached and a cause of
action  shall be deemed to have accrued  immediately  upon the  commencement  or
prosecution of any action or proceeding  contrary to this Release.  In the event
of a breach of this Release,  Employee  shall not receive any further  severance
payments or insurance  continuation,  and shall  immediately repay and reimburse
the  Company for all  separation  benefits  and  insurance  coverage  previously
received under this Agreement.

     In the event of any breach of this Section 9, the aggrieved  Releasee shall
be entitled to recover from the  Employee not only the amount of judgment  which
may be awarded against such Releasee, but also all such other damages, costs and
expenses as may be incurred by such Releasee,  including court costs, attorneys'
fees and all costs and expenses,  taxable or otherwise, in preparing the defense
of or defending  against,  or seeking or obtaining an abatement of or injunction
against,  any action or proceeding brought in violation of this Section 9 and in
prosecuting any claim, counterclaim or cross-claim based hereon.

     10. No Assignment;  Authority. The Employee represents and warrants that no
other  person had or has or claims any  interest  in the claims  referred  to in
Section 1 above;  that he has the sole right and exclusive  authority to execute
this  Release;  that he has the sole right to  receive  the  consideration  paid
therefor; and that he has not sold, assigned, transferred, conveyed or otherwise
disposed of any claim or demand relating to any matter covered by this Release.

     11.  No  Admission.   The  Employee   acknowledges   that  the  payment  of
consideration,  referred to herein, is made solely for the purpose of purchasing
peace and preventing involvement in protracted litigation based upon claims that
he could make and does not  constitute  an admission or concession by any of the
Releasees of any liability on account of any of said claims, liability for which
is expressly denied by the Releasees.

     12. Confidentiality. The Employee covenants and agrees that confidentiality
of the payments to be made  hereunder,  the existence and terms of this Release,
and the  circumstances  leading to Employee's  separation  from employment is of
essence.  The Employee agrees to maintain the  confidentiality  of the existence
and terms of this  Release and the  circumstances  leading to it, and to make no
voluntary  statement  except as may be necessary for the purposes of audit,  tax
returns  or other  disclosures  required  by law,  and to take no  other  action
whatsoever  which  might  reasonably  be  expected  to result in any  disclosure
whatever  concerning  this Release.  The only exception to the foregoing is that
Employee  may  disclose  such  information  to his spouse,  tax adviser or legal
counsel,  but if he does  so,  he  must  advice  all  such  individuals  of this
confidentiality  provision  and advise  them that they too must  comply with it.
Employee  understands and acknowledges  that any breach of this  confidentiality
provision  caused by a disclosure  made by his spouse,  legal counsel and/or tax
adviser will be considered to be a breach of this  confidentiality  provision by
him.  Employee  acknowledges that this  confidentiality  provision is a material
term of this Release


                                       4

<PAGE>

     Agreement and that damages for a breach of this  confidentiality  provision
would  be  impossible  to  ascertain.   Therefore,  if  Employee  breaches  this
confidentiality provision, he promises to return to the Company all sums paid to
him pursuant to this Release  Agreement,  within ten (10) days,  plus liquidated
damages thereon  (calculated at 20 percent interest) from the date of receipt of
such amount.

     13. Continued  Confidentiality.  The Employee acknowledges that the Company
possesses  and will  continue  to  possess  information  that has been  created,
discovered,  developed  or  otherwise  become  known to the Company  (including,
without limitation,  information created, discovered, developed or made known by
the  Employee  during  the  period of or arising  out of his  employment  by the
Company) or in which property rights have been assigned or otherwise conveyed to
the Company, which information has commercial value in the business in which the
Company is engaged.  All such  information  is hereinafter  called  "Proprietary
Information."   By  way  of  illustration,   but  not  limitation,   Proprietary
Information  includes  processes,  formulas,  codes, data,  programs,  know-how,
improvements,   discoveries,   developments,   designs  inventions,  techniques,
marketing plans,  strategies,  forecasts,  new products,  unpublished  financial
statements,  budgets,  projections,   licenses,  prices,  costs,  contracts  and
customer and supplier lists.

     In  consideration  of the  compensation  received by the Employee  from the
Company and the  covenants  contained in this  Release,  the Employee  agrees as
follows:

          A. All  Proprietary  Information  is and shall continue to be the sole
     property of the Company  and its  assigns,  and the Company and its assigns
     are and  shall  continue  to be sole  owner  of all  rights  in  connection
     therewith.  The Employee  will keep in strictest  confidence  and trust all
     Proprietary  Information  and  will  not use or  disclose  any  Proprietary
     Information without the written consent of the Company.

          B. All  documents,  records,  equipment and other  physical  property,
     whether or not  pertaining  to  Proprietary  Information,  furnished to the
     Employee by the Company or produced by the Employee or others in connection
     with his  employment  with the  Company  and shall be and  remain  the sole
     property  of the  Company.  The  Employee  has  returned to the Company all
     documents, notes, drawings, specifications,  programs, data, customer lists
     and other materials of any nature  pertaining to his work with the Company,
     including any copies of such  materials,  and the Employee will not use any
     of  the  foregoing,  any  reproduction  of any  of  the  foregoing,  or any
     Proprietary   Information   that  is  embodied  in  a  tangible  medium  of
     expression.

     This Section 13  supplements,  but does not supersede,  any prior agreement
between the  Employee  and the  Company  relating  to  proprietary  information,
confidentiality of trade secrets or inventions.


                                       5

<PAGE>

     14.  Non-disparagement.  Employee  promises not to make any written or oral
statements, whether or not true, that disparage the Company or its reputation or
work  product,  or any  of its  employees,  agents,  representatives,  officers,
directors or shareholders.

     15.  Binding  Effect.  This  Release  shall bind all of  Employee's  heirs,
executors,  administrators,  successors  and assigns;  and it shall inure to the
benefit of each Releasee and, in addition, all heirs, executors,  administrators
and assigns of each Releasee who is an individual.

     16. Older Workers' Benefit  Protection Act. The Employee  acknowledges that
he is aware  that  under the  Older  Workers'  Benefit  Protection  Act,  he has
forty-five (45) calendar days to decide whether to enter into this Release.  The
Employee  agrees that he was allowed  forty-five  (45) calendar days to consider
this Release.

     The  Employee  further  acknowledges  that he is aware that under the Older
Workers'  Benefit  Protection  Act he may revoke this  Release  within seven (7)
calendar days after it is signed.  He further agrees that this Release shall not
be effective or enforceable  until after this revocation  period has expired and
that he is aware that in the event he timely  exercises  his right or rescission
he will have no rights under this Release.

     17. Withholding Taxes. The Employee warrants that no promise, inducement or
agreement  not expressed  herein has been made in connection  with this Release;
that this Release  constitutes the entire agreement between the Employee and the
Company (except as provided in Section 13 above);  and that this Release cancels
and supersedes all prior  communications or  understandings  between the Company
and the Employee with respect to the subject  matter of this Release  (except as
provided in Section 13 above).

     18. Governing Law. This Release shall be construed and enforced pursuant to
the laws of the State of California.

     19.  Attorneys'  Fees. In the event of any dispute relating to the terms of
this  Release,  the losing party shall pay the  reasonable  attorneys'  fees and
costs of the other party.

     The Employee  acknowledges  and agrees that he has had the  opportunity  to
seek advice from an attorney  with respect to the matters  which are the subject
of  this  Release.   The  Employee  has  entered  it  this  Release  freely  and
voluntarily.  All executed copies are duplicate originals, equally admissible in
evidence.  This  Release may only be varied or  modified  by a written  document
executed by the Employee and the Company.


Dated:  ________________, 1998                   ____________________________
                                                 Thomas H. Adams, Ph.D.

                                       6

<PAGE>



                                                              GENTA INCORPORATED




Dated:  ________________, 1998              By:  ____________________________

                                            Title: __________________________

                                       7

<PAGE>



                           DESIGNATION OF BENEFICIARY


I understand that whatever  Separation  Benefits are due me shall be paid in the
Company's  sole  discretion  in the form of salary  continuation.  In case of my
death after I become entitled to such payment,  such amounts remaining due to me
will be paid to my  beneficiary  as indicated  below.  I  understand  that I may
revoke  this  Agreement  up to seven  days  after I have  signed it and that the
Release will not be effective  until the eighth day  following the date I signed
it.

Name of Beneficiary                        Relationship


___________________________________         _________________________________

Home Address of Beneficiary                 Beneficiary's Social Security Number


___________________________________         _________________________________


___________________________________   



If the employee is married and the beneficiary named above is someone other than
the  employee's  spouse,  the spouse must sign below  indicating  consent to the
designated beneficiary.



Signature of Spouse                         Date


___________________________________         _________________________________



                                       8