CONSENT
AND AMENDMENT AGREEMENT

     

    This Consent
and Amendment Agreement (this “Agreement”),
effective as of the Effective Date (as defined below), is made by and among
Genta
Incorporated, a Delaware corporation (the “Company”), and the
undersigned parties whose names are set forth on Exhibit A attached
hereto (each a “Holder” and
collectively the “Holders”).  Capitalized
terms used but not defined herein shall have the meanings given to such terms in
the Purchase Agreement.

     

    Whereas,
on July 7, 2009, the Company entered into the Purchase Agreement (as defined
below) pursuant to which the Company agreed to sell $10,000,000 of securities in
the aggregate consisting of $7,000,000 in principal amount of July 2009 Notes
and $3,000,000 of the common stock of the Company (“Common Stock”) and
the Registration Rights Agreement (as defined below) providing for the
registration of the securities to be issued by the Company pursuant to the
Purchase Agreement; and

     

    Whereas,
the Company and the Holders now desire to amend the Purchase Agreement and the
Registration Rights Agreement as set forth herein; and

     

    Whereas,
the Company desires to raise up to $3,000,000 in an additional private placement
through the sale of securities consisting of (i) Unsecured Subordinated
Convertible Promissory Notes (the “September 2009
Notes”), (ii) Common Stock and (iii) related warrants, to the entities,
in the amounts and on substantially the terms described in that certain term
sheet (the “Term
Sheet”) attached hereto as Exhibit B (the “September
Financing”); and

     

    Whereas,
the undersigned Holders represent the required threshold to amend the provisions
of each of the Purchase Agreement and the Registration Rights Agreement and to
consent to the September Financing.

     

    Now,
Therefore, in consideration of the premises and mutual covenants herein
below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    1.           Definitions.

     

    (a)           “April 2009 Consent
Agreement” means that certain Consent Agreement dated as of April 2,
2009, among the Company and the Purchasers listed on Exhibit A thereto, as
amended.

     

    (b)           “April 2009 Purchase
Agreement” means that certain Securities Purchase Agreement dated as of
April 2, 2009, among the Company and the Purchasers listed on Exhibit A thereto,
as amended.

     

    (c)           “Effective Date” means
the date and time when this Agreement has been executed and delivered by the
Company and the Holders representing (i) the Purchasers currently holding at
least 66 2/3% of the principal amount of the July 2009 Notes currently
outstanding, and (ii) the Buyers (as defined in the Registration Rights
Agreement) who currently hold at least two-thirds of the Registrable Securities
(as defined in the Registration Rights Agreement), and (iii) the Holders
constituting at least two-thirds of the currently outstanding and unexercised
Purchase Rights (as defined in the April 2009 Consent Agreement) and the
currently outstanding principal amount of New Notes (as defined in the April
2009 Consent Agreement referring to additional April 2009 Notes that may be
issued) issued upon exercise of the Purchase Rights (together, as one
class).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (d)           “July 2009 Notes”
means the Company’s Unsecured Subordinated Convertible Promissory Notes due July
2011.

     

    (e)           “July 2009 Consent and
Amendment” means that certain Consent and Amendment Agreement dated as of
July 7, 2009, among the Company and the Holders set forth in Exhibit A thereto,
as amended.

     

    (f)           “Notes” means the
Company’s Senior Secured Convertible Promissory Notes Due June 9, 2010, the
Company’s Senior Secured Convertible Promissory Notes Due April 2, 2012 and the
July 2009 Notes.

     

    (g)           “Purchase Agreement”
means that certain Securities Purchase Agreement dated as of July 7, 2009, among
the Company and the Purchasers listed on Exhibit A thereto, as
amended.

     

    (h)           “Registration Rights
Agreement” means that certain Registration Rights Agreement dated as of
July 7, 2009, by and among the Company and the Buyers listed on Schedule I
attached thereto, as amended.

     

    2.           Amendment to the Purchase
Agreement.

     

    The Company and the undersigned Holders
representing the Purchasers currently holding at least 66 2/3% of the principal
amount of the July 2009 Notes currently outstanding hereby amend the Purchase
Agreement as follows, which has the effect of reinstating the Purchase Agreement
to its original amounts:

    


    (a)           The
reference to “$9,100,000” in Section 1.1(a) is hereby replaced with
“$7,000,000”.

     

    (b)           The
reference to “$3,900,000” in Section 1.1(a) is hereby replaced with
“$3,000,000”.

     

    (c)           The
reference to “$13,000,000” in Section 1.2 is hereby replaced with
“$10,000,000”.

     

    (d)           The
reference to “August 31, 2009” in Section 1.2(b) is hereby replaced with
“September 4, 2009” (for purposes of clarity, certain amounts have already been
received by the Company and remaining amounts will be received by September 4,
2009); and

     

    (e)           Exhibit
A is hereby deleted in its entirety and replaced with Exhibit C attached to
this Agreement, which is the same as the exhibit originally attached to the
Purchase Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    3.           Amendment to the
Registration Rights Agreement.

     

    The
Company and the undersigned Holders representing the Buyers who currently hold
at least two-thirds of the Registrable Securities, hereby amend Section 1(d) of
the Registration Rights Agreement by deleting Section 1(d) in its entirety and
replacing Section 1(d) with the following:

     

    “Initial Filing
Deadline” means, with respect to the initial Registration Statement
required hereunder, the earlier of (i) September 11, 2009 and (ii) two business
days after the Expiration Date.”

     

    4.           Outstanding
Notes.  Each undersigned Holder represents and warrants that as
of the Effective Date, such Holder holds the Notes in the principal amounts set
forth on such Holder’s signature page hereto.

     

    5.           Subsequent
Financing.

     

    (a)           The
undersigned Holders, constituting at least two-thirds of the currently
outstanding and unexercised Purchase Rights and the currently outstanding
principal amount of New Notes issued upon exercise of the Purchase Rights
(together, as one class), hereby irrevocably consent, for all purposes and in
all respects, including for the purpose of Section 6(a) of the April 2009
Consent Agreement and Section 2 of the July 2009 Consent and Amendment, to the
September Financing (which is expected to close on or about September 4,
2009).

     

    (b)           The
undersigned Holders hereby acknowledge that the rights set forth in Section 6(b)
of the April 2009 Consent Agreement shall terminate upon the consummation of the
Additional Closing and that the rights set forth in Section 3.15(a) of the April
2009 Purchase Agreement applied only to the first Subsequent Financing (as
defined in the April 2009 Purchase Agreement) following the First Closing Date
(as defined in the April 2009 Purchase Agreement) and terminated following the
issuance of the July 2009 Notes on July 7, 2009.

     

    (c)           The
undersigned Holders hereby acknowledge that the September Financing will be a
Permitted Financing for purposes of the Purchase Agreement, the April 2009
Consent Agreement and the April 2009 Purchase Agreement.

     

    6.           Further
Financings.  The Company hereby agrees that prior to the
consummation of the period expiring fourteen (14) days after the date on which
the Company publicly releases detailed quantitative results regarding the
primary assessment of progression-free survival, one of the co-primary endpoints
of a Phase 3 trial of Genasense® plus chemotherapy in patients with advanced
melanoma, which the Company refers to as AGENDA, without first obtaining the
consent of at least two-thirds of the currently outstanding and unexercised
Purchase Rights and the currently outstanding principal amount of New Notes
issued upon exercise of the Purchase Rights (together, as one class), the
Company shall not close or publicly announce its entry into any debt or equity
financing or any other capital raising transaction or transactions with any
person, other than the Additional Closing and the September
Financing.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    7.           Specific Performance;
Consent to Jurisdiction; Venue.

     

    (a)           The
Company and the Holders acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof without the requirement
of posting a bond or providing any other security, this being in addition to any
other remedy to which any of them may be entitled by law or equity.

     

    (b)           The
parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in New York County, New York,
and the parties irrevocably waive any right to raise forum non conveniens or any
other argument that New York is not the proper venue. The parties irrevocably
consent to personal jurisdiction in the state and federal courts of the state of
New York. The Company and each Holder consent to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 7(b) shall affect or limit any right to
serve process in any other manner permitted by law. The Company and the Holders
hereby agree that the prevailing party in any suit, action or proceeding arising
out of or relating to the this Agreement or the other Transaction Documents,
shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by
jury.

     

    8.           Entire Agreement;
Amendment. This Agreement contains the entire understanding and agreement
of the parties with respect to the matters covered hereby and, except as
specifically set forth herein, neither the Company nor any Holder make any
representation, warranty, covenant or undertaking with respect to such matters,
and they supersede all prior understandings and agreements with respect to said
subject matter, all of which are merged herein.  No provision of this
Agreement may be waived or amended other than by a written instrument signed by
the Company and the Holders of at least two-thirds of the then outstanding July
2009 Notes.  The Holders acknowledge that any amendment or waiver
effected in accordance with this section shall be binding upon each Holder (and
their permitted assigns) and the Company, including, without limitation, an
amendment or waiver that has an adverse effect on any or all
Holders.  Except as amended herein, the Purchase Agreement and
Registration Rights Agreement shall remain in full force and
effect.

     

    9.           Notices. Any notice,
demand, request, waiver or other communication required or permitted to be given
hereunder shall be in writing and shall be effective (a) upon hand delivery by
telecopy or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      If
      to the Company or its Subsidiaries:

                    	 
      	
                      Genta
      Incorporated

                      200
      Connell Drive

                      Berkeley
      Heights, NJ 07922

                    
	 
      	 
      	
                      Attention:
      Raymond P. Warrell, Jr., M.D.

                    
	 
      	 
      	
                      Telephone
      No.: (908) 286-9800

                    
	 
      	 
      	
                      Telecopy
      No.: (908) 286-3966

                    
	 	 	 
	
                      with
      copies to:

                    	 
      	
                      Morgan,
      Lewis & Bockius LLP

                      502
      Carnegie Center

                      Princeton,
      NJ 08540

                    
	 
      	 
      	
                      Attention:
      Emilio Ragosa

                    
	 
      	 
      	
                      Telephone
      No.: (609) 919-6633

                    
	 
      	 
      	
                      Telecopy
      No.: (609) 919-6701

                    
	 	 	 
	
                      If
      to any Holder:

                    	 
      	
                      At
      the address of such Holder set forth on Exhibit A to
      this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as
      specified in writing by such Holder, with a copy to:

                    
	 	 	 
	
                       With
      a copy to:

                    	 
      	
                      Cooley
      Godward Kronish LLP

                    
	 
      	 
      	
                      4401
      Eastgate Mall

                    
	 
      	 
      	
                      San
      Diego, CA 92121

                    
	 
      	 
      	
                      Attention:
      Ethan Christensen

                    
	 
      	 
      	
                      Telephone
      No.: (858) 550-6076

                    
	 
      	 
      	
                      Telecopy
      No.: (858)
550-6420

                    


            

          

        

      

    

     

    Any party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.

     

    10.           Waivers. No waiver by
a party of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.

     

    11.           Headings. The
article, section and subsection headings in this Agreement are for convenience
only and shall not constitute a part of this Agreement for any other purpose and
shall not be deemed to limit or affect any of the provisions
hereof.

     

    12.           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and assigns. The Holders may assign the rights
under this Agreement without the consent of the Company. 


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    13.           No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

     

    14.           Governing Law. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without giving effect to any of the conflicts of
law principles which would result in the application of the substantive law of
another jurisdiction. This Agreement shall not be interpreted or construed with
any presumption against the party causing this Agreement to be
drafted.

     

    15.           Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same
counterpart.

     

    16.           Publicity. The
Company agrees that it will not disclose, and will not include in any public
announcement, the names of the Holders without the consent of the Holders, which
consent shall not be unreasonably withheld or delayed, or unless and until such
disclosure is required by law, rule or applicable regulation, and then only to
the extent of such requirement. Notwithstanding the foregoing, the Holders
consent to being identified in any filings the Company makes with the SEC to the
extent required by law or the rules and regulations of the SEC.

     

    17.           Severability. The
provisions of this Agreement are severable and, in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement and this Agreement shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of such
provision, had never been contained herein, so that such provisions would be
valid, legal and enforceable to the maximum extent possible.

     

    18.           Further Assurances.
From and after the date of this Agreement, upon the request of the Holders or
the Company, the Company and each Holder shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    In Witness
Whereof, the parties have caused this Consent
and Amendment
Agreement to be executed as of the Effective Date.

     

    
      
        
          	
                   
         

                	
                  GENTA
      INCORPORATED

                
	 	 
	
                   
           

                	
                  By: 

                	 
      
	
                   
           

                	
                  Name: 

                	
                  Raymond
      P. Warrell, Jr., M.D.

                
	
                   
           

                	
                  Title: 

                	
                  Chairman
      and Chief Executive
Officer

                


        

      

    

     

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    [HOLDER
SIGNATURE PAGES TO CONSENT AND AMENDMENT AGREEMENT]

     

    IN
WITNESS WHEREOF, the undersigned have caused this Consent and Amendment
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    Name of
Holder: ________________________________________________________

     

    Signature of Authorized Signatory of
Holder: __________________________________

     

    Name of
Authorized Signatory:
____________________________________________________

     

    Title of
Authorized Signatory:
_____________________________________________________

     

    Email
Address of Holder:________________________________________________

     

    Fax
Number of Holder: ________________________________________________

     

    Principal
Amount of Purchase Rights Currently Held:                                                                                                      

     

    Principal
Amount of 2008 Notes Currently Held:                                                                                                               

     

    Principal
Amount of April 2009 Notes Currently Held:                                                                                                     

     

    Principal
amount of July 2009 Notes Currently Held:                                                                                                        

     

    Address
for Notice of Holder:

     

    Address
for Delivery of Securities for Holder (if not same as address for
notice):

     

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    Holders

    


    


    Tang
Capital Partners, LP

    667-2
(Baker)

    667-1
(Baker)

    14159,
L.P. (Baker)

    Baker
Brothers Life Sciences, L.P.

    Cat Trail
Private Equity Fund LLC

    Boxer
Capital LLC (Tavistock)

    Arcus
Ventures Fund

    Rodman
and Renshaw LLC

    Rockmore
Investment Master Fund Ltd.

    BAM
Opportunity Fund LP

    Cranshire
Capital LP

    RRC
Biofund LP

    Raymond
P. Warrell, Jr.

    Loretta
M. Itri


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    
      Term
Sheet

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C

    


    Exhibit
A to July 2009 Purchase Agreement