Exhibit
10.2B
  AMENDMENT
NO. 5 TO LEASE


This
Amendment No. 5 to Lease (this “Amendment No. 5 to Lease”), dated as of
September 23, 2009, is made between THE CONNELL COMPANY, a New Jersey
corporation (“Landlord”), and GENTA INCORPORATED, a Delaware corporation
(“Tenant”).


WHEREAS,
Landlord and Tenant entered into the Lease dated as of June 28, 2000, which was
amended by Amendment No. 1 to Lease dated as of June 19, 2002, Amendment No. 2
to Lease dated as of February 25, 2003, the letter agreement dated April 15,
2008, Amendment No. 3 to Lease and Partial Termination Agreement dated as of May
27, 2008, and Amendment No. 4 to Lease dated as of January 22, 2009 (as amended,
the “Lease”; capitalized terms used herein and not otherwise defined having the
meaning assigned thereto in the Lease) pursuant to which Tenant is leasing the
Demised Premises in the Building from Landlord;


WHEREAS,
Tenant has not exercised its Renewal Option under Section 4.01 of the
Lease;


WHEREAS,
Landlord and Tenant desire to extend the Term of the Lease for an additional six
(6) months until August 31, 2010, subject to the terms hereof;
and


WHEREAS,
Landlord and Tenant desire to amend the Lease to reflect the
foregoing;


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


SECTION
1. Amendments to
Lease.


1.1.
Section 1.03 of the Lease is amended by deleting the following words appearing
in the last paragraph of such Section 1.03:


Notwithstanding
any of the foregoing provisions of this Section 1.03, for the period from (and
including) June 1, 2008 up to (and including) February 28, 2010, “Base Rent”
shall equal $56,063.33 per month, which equals the sum of the following
amounts:


and
inserting their place the following:


Notwithstanding
any of the foregoing provisions of this Section 1.03, for the period from (and
including) June 1, 2008 up to (and including) August 31, 2010, “Base Rent” shall
equal $56,063.33 per month, which equals the sum of the following
amounts:


1.2 Section
1.04(b) of the Lease is amended by (i) deleting the words “$29,678.91 on October
1, 2009” on the first line (carrying over to the second line) of such Section
1.04(b), and inserting in their place the words “$12,859.91 on October 1, 2009”
and (ii) deleting the words “at the time Tenant makes the applicable $29,678.91
payment” on the ninth line (carrying over to the tenth line) of such Section
1.04(b), and inserting in their place the words “at the time Tenant makes the
applicable $12,859.91 or $29,678.91 payment”.


1.3
Section 2.01(k) of the Lease is amended by deleting the words “February 28,
2010” each time such words appear in such Section 2.01 (k), and inserting in
their place each time the words “August 31, 2010”.


SECTION
2. BROKER


Landlord
and Tenant each represents that there was no broker other than Studley Inc. (the
“Expansion Broker”) responsible for bringing about or negotiating this Amendment
(including the extension of the Term of Lease as described herein). Each of
Landlord and Tenant agrees to defend, indemnify, and hold the other harmless
against any claims for brokerage commission or compensation with regard to the
extension of the Term of Lease as described herein by any other broker claiming
or alleging to have acted on behalf of or to have dealt with such party. The
parties acknowledge that the Expansion Broker has waived its brokerage
commission with respect to the extension of the Term of Lease described herein,
and Landlord shall not have any responsibility to pay the Expansion Broker any
brokerage commission or other compensation with respect to the extension of the
Term of Lease as described herein.


SECTION
3. MISCELLANEOUS.


This
Amendment No. 5 to Lease shall be governed by and construed in accordance with
the laws of the State of New Jersey (without regard to the conflict of rules
thereof). Any and all notices, requests, certificates and other documents
executed and delivered concurrently with or after the delivery of this Amendment
No. 5 to Lease may refer to the Lease without making specific reference to this
Amendment No. 5 to Lease, but nevertheless all such references shall be deemed
to include this Amendment No. 5 to Lease unless the context shall otherwise
require. The Lease shall remain in full force and effect in accordance with its
terms as modified and amended by this Amendment No. 5 to Lease, and is in all
respects ratified, confirmed and approved by the parties
hereto.


IN
WITNESS WHEREOF, the parties have caused this Amendment No. 5 to Lease to be
duly executed as of the day and year first above written.





THE
      CONNELL COMPANY
            
            WITNESS:By: 
      /s/ Duane Connell
              
              Name:
      Duane Connell
            
            /s/
      Richard
      Bartok
              Richard
      BartokTitle:
      Executive Vice PresidentGENTA
      INCORPORATED
            
            WITNESS:By: 
      /s/ W. Lloyd Sanders
              
              Name:
      W. Lloyd Sanders
            
            /s/
      Gary
      Siegel

              Gary
      SiegelTitle:
      SVP & Chief Operating Officer




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STATE
      OF NEW JERSEY
                )
                  ) SS.:
                  )COUNTY
      OF UNION
 On this
28 day of September, 2009, before me personally appeared W. Lloyd Sanders to me
known, who, being by me duly sworn, did depose and say that (s)he is the Chief
Operating Officer of GENTA INCORPORATED., the corporation described in and which
executed the foregoing Amendment No. 5 to Lease; that (s)he knows the seal of
said corporation, that the seal affixed to said instrument is such corporate
seal, that it was so affixed by authorization of the board of directors of said
corporation, and that (s)he signed his name thereto by like
authorization.


IN
WITNESS WHEREOF, 1 hereunto set my hand and official seal.


/s/ Janet
      PignioNotary
      PublicCOMMISSION
      EXPIRES: 11/3/2012
 (Notarial
Seal)
 STATE
      OF NEW JERSEY
                )
                  ) SS.:
                  )COUNTY
      OF UNION


On this
1st
day of October, 2009, before me personally appeared  Duane Connell to
me known, who, being by me duly sworn, did depose and say that (s)he is the
EXEC. VP of THE CONNELL COMPANY, the corporation described in and which executed
the foregoing Amendment No. 5 to Lease; that (s)he knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authorization of the board of directors of said
corporation, and that (s)he signed his name thereto by like
authorization.


IN
WITNESS WHEREOF, I hereunto set my hand and official seal.
  /s/ Christopher
      O. JegedeNotary
      Public(Notarial
      Seal)
                CHRISTOPHER
      O. JEGEDE
                  NOTARY
      PUBLIC OF NEW JERSEY
                  REGISTERED
      IN UNION COUNTY
                  MY
      COMMISSION EXPIRES JUNE 19, 2013
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