##### Table of Contents





UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 FORM 10-K
  x  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2008o  TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934   Commission File Number
    000-19635
 GENTA INCORPORATED
 (Exact name of registrant as
    specified in its charter)
  Delaware

33-0326866(State or other jurisdiction of incorporation or
    organization)

(I.R.S. Employer Identification No.)200 Connell Drive
    Berkeley Heights, New Jersey
    (Address of principal executive offices)

07922(Zip
    Code)   (908) 286-9800
 (Registrants telephone
    number, including area code)
 Securities registered pursuant
    to Section 12(b) of the Act:
  Title of each class:

Name of each exchange on which registered:Common Stock, $.001 par value

Over-the-Counter Bulletin BoardSeries G Participating Cumulative Preferred Stock
    Purchase Rights   Securities registered pursuant
    to Section 12(g) of the Act:
 NONE
  o x
  o x
  x o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer  o

Accelerated
    filer  oNon-accelerated filer (Do not check if a smaller reporting
    company) x

Smaller reporting
    company  o   Rule 12b-2 o x
  non-affiliates




---



##### 





Genta
    Incorporated
    Table of Contents
   
 Part IItem 1.

Business


4Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


29Item 3.

Legal Proceedings


29Item 4.

Submission of Matters to a Vote of Security
    Holders


30Part IIItem 5.

Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


31Item 6.

Selected Consolidated Financial Data


34Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


35Item 7A.

Quantitative and Qualitative Disclosure about
    Market Risk


48Item 8.

Financial Statements and Supplementary Data


49Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


76Item 9A.

Controls and Procedures


76Item 9B.

Other Information


76Part IIIItem 10.

Directors and Executive Officers of the
    Registrant and Corporate Governance


77Item 11.

Executive Compensation


77Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13.

Certain Relationships and Related Transactions
    and Director Independence


77Item 14.

Principal Accounting Fees and Services


77Part IVItem 15.

Exhibits and Financial Statement Schedules


78Signatures


84CertificationsEX-21: SUBSIDIARIESEX-23.1: CONSENT OF AMPER POLITZINER & MATTIA, LLPEX-23.2: CONSENT OF DELOITTE & TOUCHE LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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##### Table of Contents



Form 10-K
  
    the adequacy of our capital resources and cash flow projections,
    our ability to obtain sufficient financing to maintain our
    planned operations, or our risk of bankruptcy;
    our current and future license agreements, collaboration
    agreements, and other strategic alliances, if any;
    our ability to obtain necessary regulatory approval for
    Genasense®

    from the U.S. Food and Drug Administration (FDA) or
    European Medicines Agency (EMEA);
    the safety and efficacy of our products;
    the commencement and completion of clinical trials;
    our assessment of our clinical trials;
    our ability to develop, manufacture and sell our products or
    product candidates;
    the adequacy of our patents and proprietary rights;
    the impact of litigation that has been brought against us and
    our officers and directors and any proposed settlement of such
    litigation; and
    the other risks described under Certain Risks and Uncertainties
    Related to the Companys Business.    http://www.genta.com Form 10-K, Form 10-Q, Form 8-K Form 10-K.
 3




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##### Table of Contents



PART I  Item 1.
    Business  Overview
  ® ®
  ® ® ®
  ® ® ®
  ® ® (U.S.-only). ®
  ® ® ®
 4




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##### Table of Contents



® ® ®
  ® ® ® ®
  ® ® ® ® ®
  ® ® ® ®
  ® ® ®
  ® ®
 5




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##### Table of Contents



follow-up follow-up, ®
  ® follow-up ® follow-up, ® follow-up, ®
  ®
  ®
  ® ® ®
 6




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##### Table of Contents



®
    ®
  ® ®
 7




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##### Table of Contents



Summary
    of Business and Research and Development Programs
    Build on our core competitive strength of oncology
    development expertise to establish a leadership position in
    providing biopharmaceutical products for the treatment of
    cancer.
  Expand our pipeline of products in two therapeutic
    categories, DNA/RNA Medicines and Small Molecules, through
    internal development, licensing and acquisitions.
  Establish our lead antisense compound,
    Genasense®,

    as the preferred chemosensitizing drug for use in combination
    with other cancer therapies in a variety of human cancer types;
    and
  Establish a sales and marketing presence in the
    U.S. oncology market.
  Research
    and Development Programs
  DNA/RNA
    Medicines
    Antisense
    Technology
    ®
   8




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##### Table of Contents



Genasense®

    as a Regulator of Apoptosis (Programmed Cell
    Death)
    ®
  Bcl-2
    as an Inhibitor of Programmed Cell Death
      ®
  Genasense®
  ® ®
  Overview
    of Preclinical and Clinical studies of
    Genasense®
  Preclinical
    Studies
  anti-metabolites, ®
 9




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##### Table of Contents



Clinical
    Studies
  ® ® and/or
  ® ®
  ® ® ® ® ®
  ®
  ® ® ® ®
    Ganite®
  Ganite®

    as a Treatment for Cancer-Related Hypercalcemia
  ® ® ®
 10




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®
  ® ®
  ® ® ®
  Ganite®

    as a Treatment for Non-Hodgkins Lymphoma and Other Cancer
    Types
  ® ®
  Other
    Pipeline Products and Technology Platforms
  Oral
    Gallium-Containing Compounds
  ®
  Antisense
    and RNAi Research and Discovery
     11




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Patents
    and Proprietary Technology
      ® ®
  ®
    ®
     12




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##### Table of Contents



his/her
  Research
    and Development
    Sales and
    Marketing
    ®
  Manufacturing
    and Raw Materials
   13




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##### Table of Contents



® ® ®
  ®
  ® ® ®
  Human
    Resources
    Government
    Regulation
     14




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##### Table of Contents



and/or follow-up
      and/or
   15




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Competition
        Item 1A.
    Risk
    Factors  You should carefully consider the following risks and all of
    the other information set forth in this
    Form 10-K
    before deciding to invest in shares of our common stock. The
    risks described below are not the only ones facing us.
    Additional risks not presently known to us or that we currently
    deem immaterial may also impair our business operations.
  If any of the following risks actually occurs, our business,
    financial condition or results of operations would likely
    suffer. In such case, the market price of our common stock would
    likely decline due to the occurrence of any of these risks, and
    you may lose all or part of your investment.
 16




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Risks
    Related to Our Business
  Our
    business will suffer if we fail to obtain timely
    funding.
            
    delay, scale back or eliminate some or all of our research and
    product development programs;
    license third parties to develop and commercialize products or
    technologies that we would otherwise seek to develop and
    commercialize ourselves;
    attempt to sell our company;
    cease operations; or
    declare bankruptcy.   17




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We may
    be unsuccessful in our efforts to obtain approval from the FDA
    or EMEA and commercialize
    Genasense®

    or our other pharmaceutical products.
  ® ®
  
    our ability to demonstrate clinically that our products are
    useful and safe in particular indications;
    delays or refusals by regulatory authorities in granting
    marketing approvals;
    our limited financial resources and sales and marketing
    experience relative to our competitors;
    actual and perceived differences between our products and those
    of our competitors;
    the availability and level of reimbursement for our products by
    third-party payors;
    incidents of adverse reactions to our products;
    side effects or misuse of our products and the unfavorable
    publicity that could result; and
    the occurrence of manufacturing, supply or distribution
    disruptions.  ® ® ®
  ® and/or
  Recurring
    losses and negative cash flows from operations raise substantial
    doubt about our ability to continue as a going concern and we
    may not be able to continue as a going concern.
   18




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We
    have relied on and continue to rely on our contractual
    collaborative arrangements with research institutions and
    corporate partners for development and commercialization of our
    products. Our business could suffer if we are not able to enter
    into suitable arrangements, maintain existing relationships, or
    if our collaborative arrangements are not successful in
    developing and commercializing products.
           19




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We
    anticipate that we will incur additional losses and we may never
    be profitable.
  ®
  Our
    business depends heavily on a small number of
    products.
  ® ®
    We may
    be unable to obtain or enforce patents, other proprietary rights
    and licenses to protect our business; we could become involved
    in litigation relating to our patents or licenses that could
    cause us to incur additional costs and delay or prevent our
    introduction of new drugs to market.
    
    obtain U.S. and foreign patent or other proprietary
    protection for our technologies, products and processes;
    preserve trade secrets; and
    operate without infringing the patent and other proprietary
    rights of third parties.     20




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®
    ® ® ®
  Most
    of our products are in an early stage of development, and we may
    never receive regulatory approval for these
    products.
  ® ®
 21




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We
    will not be able to commercialize our product candidates if our
    preclinical studies do not produce successful results or if our
    clinical trials do not demonstrate safety and efficacy in
    humans.
      
    we may discover that a product candidate does not exhibit the
    expected therapeutic results in humans, may cause harmful side
    effects or have other unexpected characteristics that may delay
    or preclude regulatory approval or limit commercial use if
    approved;
    the results from early clinical trials may not be statistically
    significant or predictive of results that will be obtained from
    expanded, advanced clinical trials;
    institutional review boards or regulators, including the FDA,
    may hold, suspend or terminate our clinical research or the
    clinical trials of our product candidates for various reasons,
    including noncompliance with regulatory requirements or if, in
    their opinion, the participating subjects are being exposed to
    unacceptable health risks;
    subjects may drop out of our clinical trials;
    our preclinical studies or clinical trials may produce negative,
    inconsistent or inconclusive results, and we may decide, or
    regulators may require us, to conduct additional preclinical
    studies or clinical trials; and
    the cost of our clinical trials may be greater than we currently
    anticipate.  ® ®
  Clinical
    trials are costly and time consuming and are subject to delays;
    our business would suffer if the development process relating to
    our products were subject to meaningful delays.
      
    inability to obtain sufficient quantities of materials for use
    in clinical trials;
    inability to adequately monitor patient progress after treatment;
    unforeseen safety issues;
    the failure of the products to perform well during clinical
    trials; and 22




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
    government or regulatory delays.  If we
    fail to obtain the necessary regulatory approvals, we cannot
    market and sell our products in the United States.
    If the
    third party manufacturers upon which we rely fail to produce our
    products in the volumes that we require on a timely basis, or to
    comply with stringent regulations applicable to pharmaceutical
    drug manufacturers, we may face delays in the commercialization
    of, or be unable to meet demand for, our products and may lose
    potential revenues.
  ® ®
  ® and/or ® ®
     23




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Even
    if we obtain regulatory approval, we will be subject to ongoing
    regulation, and any failure by us or our manufacturers to comply
    with such regulation could suspend or eliminate our ability to
    sell our products.
  ® ®
  The
    raw materials for our products are produced by a limited number
    of suppliers, and our business could suffer if we cannot obtain
    needed quantities at acceptable prices and
    qualities.
    If
    third-party payors do not provide coverage and reimbursement for
    use of our products, we may not be able to successfully
    commercialize our products.
   24




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Our
    business exposes us to potential product liability that may have
    a negative effect on our financial performance and our business
    generally.
    We may
    incur a variety of costs to engage in future acquisitions of
    companies, products or technologies, and the anticipated
    benefits of those acquisitions may never be
    realized.
    
    difficulties in assimilating the operations and personnel of
    acquired companies;
    diversion of our managements attention from ongoing
    business concerns;
    our potential inability to maximize our financial and strategic
    position through the successful incorporation of acquired
    technology and rights into our products and services;
    additional expense associated with amortization of acquired
    assets;
    maintenance of uniform standards, controls, procedures and
    policies; and
    impairment of existing relationships with employees, suppliers
    and customers as a result of the integration of new management
    personnel.    We
    face substantial competition from other companies and research
    institutions that are developing similar products, and we may
    not be able to compete successfully.
   25




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We are
    dependent on our key executives and scientists, and the loss of
    key personnel or the failure to attract additional qualified
    personnel could harm our business.
    Risks
    Related to Outstanding Litigation
  The
    outcome of and costs relating to the pending shareholder class
    action and shareholder derivative actions are
    uncertain.
  No. L-3046-08.
    Risks
    Related to Our Common Stock
  Provisions
    in our restated certificate of incorporation and bylaws and
    Delaware law may discourage a takeover and prevent our
    stockholders from receiving a premium for their
    shares.
  2 3
 26




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We
    have not paid, and do not expect to pay in the future, cash
    dividends on our common stock.
    Our
    stock price is volatile.
    
    the results of preclinical studies and clinical trials by us or
    our competitors;
    announcements of technological innovations or new therapeutic
    products by us or our competitors;
    government regulation;
    developments in patent or other proprietary rights by us or our
    respective competitors, including litigation;
    fluctuations in our operating results; and
    market conditions for biopharmaceutical stocks in general.   27




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As our
    convertible noteholders convert their notes into shares of our
    common stock, our stockholders will be diluted.
           28




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Our
    common stock is considered a penny stock and does
    not qualify for exemption from the penny stock
    restrictions, which may make it more difficult for you to sell
    your shares.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings       29




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##### Table of Contents



No. L-3046-08.
    Item 4.
    Submission
    of Matters to a Vote of Security Holders  (a)
    We held our Annual Meeting of Stockholders, herein referred to
    as the Annual Meeting, on October 6, 2008. There were
    present at the Annual Meeting in person or by proxy,
    stockholders holding an aggregate of 25,446,310 out of a total
    number of 36,760,558 shares of common stock issued and
    outstanding and entitled to vote at the meeting.(b)
    Proxies for the meeting were solicited pursuant to
    Regulation 14A of the Exchange Act. There was no
    solicitation in opposition to the Board of Directors
    nominees for directors listed in our definitive proxy statement
    dated as of August 28, 2008. All of the nominees for the
    Board of Directors were elected.  (c)
    At the Annual Meeting, stockholders voted to approve all
    resolutions that were proposed in the proxy statement. Briefly
    described below is each resolution voted upon at the Annual
    Meeting and the corresponding results.  (i)
    Election of five directors. The result of the voting was as
    follows:  Directors

Votes For


WithheldRaymond P. Warrell, Jr., M.D.


23,768,345



1,677,965Martin J. Driscoll


23,814,486



1,631,824Christopher P. Parios


23,819,431



1,626,879Daniel D. Von Hoff, M.D.


23,800,102



1,646,208Douglas G. Watson


23,826,234



1,620,076   (ii)
    Approval of an amendment to our Restated Certificate of
    Incorporation, as amended, to increase the total number of
    authorized shares of capital stock available for issuance from
    255,000,000, consisting of 250,000,000 shares of Common
    Stock and 5,000,000 shares of Preferred Stock, to
    6,005,000,000, consisting of 6,000,000,000 shares of Common
    Stock and 5,000,000 shares of Preferred Stock. The result
    of the voting was as follows:  For:


20,900,129 votesAgainst:


4,341,140 votesAbstain:


205,041 votes  30




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##### Table of Contents



PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High*


Low*2007First Quarter

$
3.36


$
1.86Second Quarter

$
2.46


$
1.68Third Quarter

$
1.80


$
0.80Fourth Quarter

$
1.31


$
0.522008First Quarter

$
0.87


$
0.37Second Quarter (through May 7, 2008)

$
0.45


$
0.15   *
    
    all figures prior to July 2007 have been retroactively
    adjusted for
    1-for-6
    reverse stock split in July 2007.    High


Low2008Second Quarter (from May 7, 2008)

$
0.41


$
0.10Third Quarter

$
0.75


$
0.25Fourth Quarter

$
0.40


$
0.0027   Holders
    Dividends
   31




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##### Table of Contents



Equity
    Compensation Plan Information
    Number of securitiesNumber of





remaining available forsecurities to be





future issuance underissued upon


Weighted-average


equity compensationexercise of


exercise price of


plans (excluding securitiesPlan category

outstanding options


outstanding options


reflected in the first column)Equity compensation plans approved by security holders


1,979,730


$
23.77



153,541Equity compensation plans not approved by security holders


0







0Total


1,979,730


$
23.77



153,541  32




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Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities
    Exchange Act of 1934, each as amended, except to the extent that
    we specifically incorporate it by reference into such filing.
    COMPARISON OF 5
    YEAR CUMULATIVE TOTAL RETURN*
 Among
    Genta Incorporated, The NASDAQ Composite Index
 And
    The NASDAQ Biotechnology Index
  
  * $100
    invested on 12/31/03 in stock & index-including
    reinvestment of dividends.
 Fiscal
    year ending December 31.
  12/03


12/04


12/05


12/06


12/07


12/08Genta Incorporated



100.00




16.87




14.00




4.24




0.83




.0027NASDAQ Composite



100.00




110.08




112.88




126.51




138.13




80.47NASDAQ Biotechnology



100.00




112.17




130.53




130.05




132.24




122.10   Use of
    proceeds
    Purchases
    of equity securities by the issuer and affiliated
    purchasers
   33




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##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data  Years Ended December 31,(In thousands, except per share data)

2008


2007


2006


2005


2004Consolidated Statements of Operations Data:Revenues:License fees and royalties

$



$



$



$
5,241


$
3,022Development funding














20,988



12,105Product sales  net


363



580



708



356



(512
)Total revenues


363



580



708



26,585



14,615Cost of goods sold


102



90



108



52



170Provision for excess inventory


















1,350Total cost of goods sold


102



90



108



52



1,520Operating expenses:Research and development


19,991



13,491



28,064



20,902



71,494Selling, general and administrative


10,452



16,865



25,152



16,100



28,576Settlement of office lease obligation


3,307















Provision for settlement of litigation


(340
)


(4,240
)


5,280







Write-off of prepaid royalty










1,268







Total operating expenses  gross


33,410



26,116



59,764



37,002



100,070sanofi-aventis reimbursement














(6,090
)


(43,292
)Total operating expenses  net


33,410



26,116



59,764



30,912



56,778Gain on forgiveness of debt














1,297



11,495Amortization of deferred financing costs and debt discount


(11,229
)














Fair value  conversion feature liability


(460,000
)














Fair value  warrant liability


(2,000
)














Other (expense)/income  net


(1,435
)


836



1,454



502



(147
)Loss before income taxes


(507,813
)


(24,790
)


(57,710
)


(2,580
)


(32,335
)Income tax benefit


1,975



1,470



929



381



904Net loss

$
(505,838
)

$
(23,320
)

$
(56,781
)

$
(2,199
)

$
(31,431
)Net loss per basic and diluted common share

$
(9.10
)

$
(0.79
)

$
(2.52
)

$
(0.13
)

$
(2.36
)Shares used in computing net loss per basic and diluted common
    share


55,576



29,621



22,553



17,147



13,300As of December 31,2008


2007


2006


2005


2004Consolidated Balance Sheet Data:Cash, cash equivalents and marketable securities

$
4,908


$
7,813


$
29,496


$
21,282


$
42,247Working capital (deficit)


(5,220
)


877



12,682



11,703



(4,269
)Total assets


12,693



29,293



51,778



27,386



50,532Total stockholders (deficit)/equity


(4,864
)


2,931



14,642



15,697



1,752  34




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    ® ®
    ® ® ®
  ® ® (U.S.-only). ®
 35




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® ® ®
  ® ® ®
  ® ® ® ®
  ® ® ® ® ®
  ® ® ® ®
  ® ® ®
 36




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##### Table of Contents



® ®
    follow-up follow-up, ®
  ® follow-up ® follow-up, ® follow-up, ®
  ®
   37




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® ® ®
      ®
   38




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##### Table of Contents



®
  ® ®
  Results
    of Operations
  Summary Operating ResultsFor the years ended December 31,$ Change08 vs.


07 vs.($ thousands)

2008


2007


2006


07


06Product sales  net

$
363


$
580


$
708


$
(217
)

$
(128
)Cost of goods sold


102



90



108



12



(18
)Gross margin


261



490



600



(229
)


(110
)Operating expenses:Research and development


19,991



13,491



28,064



6,500



(14,573
)Selling, general and administrative


10,452



16,865



25,152



(6,423
)


(8,287
)Settlement of office lease obligation


3,307











3,307



Provision for settlement of litigation


(340
)


(4,240
)


5,280



3,900



(9,520
)Write-off of prepaid royalty










1,268







(1,268
)Total operating expenses


33,410



26,116



59,764



7,294



(33,648
)Other (expense)/income, net


(1,435
)


836



1,454



(2,271
)


(618
)Amortization of deferred financing costs and debt discount


(11,229
)










(11,229
)


Fair value  conversion feature liability


(460,000
)










(460,000
)


Fair value  warrant liability


(2,000
)










(2,000
)


Loss before income taxes


(507,813
)


(24,790
)


(57,710
)


(483,023
)


32,920Income tax benefit


1,975



1,470



929



505



541Net loss

$
(505,838
)

$
(23,320
)

$
(56,781
)

$
(482,518
)

$
33,461   Product
    sales  net
  sales-net ® ® ® ® ® ® sales-net ®
  Cost of
    goods sold
  ® ®
 39




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Research
    and development expenses
    ®
  ® ®
    Selling,
    general and administrative expenses
    ®
  Settlement
    of office lease obligation
   40




---



##### Table of Contents



Provision
    for settlement of litigation
    Write-off
    of prepaid royalty
  ®
  Gain on
    maturity of marketable securities
    Interest income and other income, net
    Interest expense
    Amortization
    of deferred financing costs and debt discount
    Fair
    value  conversion feature liability
  EITF 00-19, (EITF 00-19),
   41




---



##### Table of Contents



Fair
    value  warrant liability
    Income
    tax benefit
      Net
    loss
      ®
  Recent
    Accounting Pronouncements
  EITF 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock EITF 07-5 Accounting For Derivative Instruments
    and Hedging Activities and/or EITF 00-19, Accounting For Derivative Financial Instruments Indexed
    to, and Potentially Settled in, a Companys Own
    Stock EITF 07-05 EITF 07-05
 42




---



##### Table of Contents



14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1
  The Hierarchy of
    Generally Accepted Accounting Principles The Meaning of Present Fairly in
    Conformity with GAAP
  Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB SFAS 133
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 43




---



##### Table of Contents



No. 07-1, Accounting for Collaborative Arrangements
  No. 07-3, Accounting for Nonrefundable Advance Payments for Goods
    or Services Received for Use in Future Research and Development
    Activities
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities Fair Value Measurements
  Fair
    Value Measurements FAS 157-2 
 44




---



##### Table of Contents



Critical
    Accounting Policies
    
    Going concern.  Our recurring losses from
    operations and negative cash flows from operations raise
    substantial doubt about our ability to continue as a going
    concern and as a result, our independent registered public
    accounting firms included an explanatory paragraph in their
    reports on our consolidated financial statements for the years
    ended December 31, 2008 and December 31, 2007 with
    respect to this uncertainty. We have prepared our financial
    statements on a going concern basis, which contemplates the
    realization of assets and the satisfaction of liabilities and
    commitments in the normal course of business. The financial
    statements do not include any adjustments relating to the
    recoverability and classification of recorded asset amounts or
    amounts of liabilities that might be necessary should we be
    unable to continue in existence.
    Revenue recognition.  We recognize revenue from
    product sales when title to product and associated risk of loss
    has passed to the customer and we are reasonably assured of
    collecting payment for the sale. All revenue from product sales
    are recorded net of applicable allowances for returns, rebates
    and other applicable discounts and allowances. We allow return
    of our product for up to twelve months after product expiration.
    Research and development costs.  All such costs
    are expensed as incurred, including raw material costs required
    to manufacture drugs for clinical trials.
    Estimate of fair value of convertible notes and
    warrant.We use a Black-Scholes model to estimate
    the fair value of our convertible notes and warrant.  Liquidity
    and Capital Resources
    2-year
 45




---



##### Table of Contents



46




---



##### Table of Contents



® ®
    Contractual
    Obligations
    Less than








More thanTotal


1 year


1  3 years


3  5 years


5 yearsUncertain tax positions*

$
841


$
841


$
0


$
0


$
0Operating lease obligations


2,859



706



2,153



0



0Maturity of convertible notes


15,540



0



15,540



0



0License obligations to Daiichi Sankyo


2,125



2,125



0



0



0Total

$
21,365


$
3,672


$
17,693


$
0


$
0   *
    
    see Note 13 to the Consolidated Financial Statements       47




---



##### Table of Contents



® ® ® ®
  Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  and/or
   48




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Genta
    Incorporated
    Index to Financial Statements
   
 Reports of Independent Registered Public
    Accounting Firms


50Consolidated Balance Sheets as of
    December 31, 2008 and 2007


52Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


53Consolidated Statements of Stockholders
    (Deficit)/Equity for the years ended December 31, 2008,
    2007 and 2006


54Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


55Notes to Consolidated Financial Statements


56   49




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
          Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    No. 109
  
    51




---



##### Table of Contents



GENTA
    INCORPORATED
    CONSOLIDATED BALANCE SHEETS  December 31,


December 31,(In thousands, except par value)

2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
4,908


$
5,814Marketable securities (Note 3)






1,999Accounts receivable  net of allowances of $12 at
    December 31, 2008 and $38 at December 31, 2007


2



31Inventory (Note 4)


121



225Prepaid expenses and other current assets (Note 6)


973



19,170Total current assets


6,004



27,239Property and equipment, net (Note 7)


300



323Deferred financing costs on convertible note financing
    (Note 11)


911



Deferred financing costs  warrant (Note 11)


5,478



Other assets (Note 5)






1,731Total assets

$
12,693


$
29,293LIABILITIES AND STOCKHOLDERS (DEFICIT)/EQUITYCurrent liabilities:Accounts payable and accrued expenses (Note 6 and
    Note 9)

$
11,224


$
25,850Notes payable (Note 10)






512Total current liabilities


11,224



26,362Long-term liabilities:Office lease settlement obligation (Note 5)


1,979



Convertible notes due June 9, 2010, $15,540 outstanding,
    net of debt discount of ($11,186) (Note 11)


4,354



Total long-term liabilities


6,333



Commitments and contingencies (Note 18)Stockholders (deficit)/equity (Note 13):Preferred stock, 5,000 shares authorized:Series A convertible preferred stock, $.001 par
    value;
    8 shares issued and outstanding, liquidation value of $385
    at December 31, 2008 and December 31, 2007,
    respectively






Series G participating cumulative preferred stock,
    $.001 par value; 0 shares issued and outstanding at
    December 31, 2008 and December 31, 2007, respectively






Common stock, $.001 par value; 6,000,000 and
    250,000 shares authorized 486,724 and 30,621 shares
    issued and outstanding at December 31, 2008 and
    December 31, 2007, respectively


487



31Additional paid-in capital


938,775



441,159Accumulated deficit


(944,126
)


(438,288
)Accumulated other comprehensive income






29Total stockholders (deficit)/equity


(4,864
)


2,931Total liabilities and stockholders (deficit)/equity

$
12,693


$
29,293    52




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##### Table of Contents



GENTA
    INCORPORATED
    CONSOLIDATED STATEMENTS OF OPERATIONS  Years Ended December 31,(In thousands, except per share data)

2008


2007


2006Product sales  net

$
363


$
580


$
708Cost of goods sold


102



90



108Gross margin


261



490



600Operating expenses:Research and development


19,991



13,491



28,064Selling, general and administrative


10,452



16,865



25,152Settlement of office lease obligation (Note 5)


3,307







Provision for settlement of litigation (Note 6 and
    Note 18)


(340
)


(4,240
)


5,280Write-off of prepaid royalty (Note 8)










1,268Total operating expenses


33,410



26,116



59,764Other (expense)/income, net:Gain on maturity of marketable securities


31



159



310Interest income and other income, net


252



837



1,216Interest expense


(1,718
)


(160
)


(72
)Amortization of deferred financing costs and debt discount
    (Note 11)


(11,229
)






Fair value  conversion feature liability
    (Note 11)


(460,000
)






Fair value  warrant liability (Note 11)


(2,000
)






Total other (expense)/income, net


(474,664
)


836



1,454Loss before income taxes


(507,813
)


(24,790
)


(57,710
)Income tax benefit (Note 12)


1,975



1,470



929Net loss

$
(505,838
)

$
(23,320
)

$
(56,781
)Net loss per basic and diluted common share

$
(9.10
)

$
(0.79
)

$
(2.52
)Shares used in computing net loss per basic and diluted common
    share


55,576



29,621



22,553    53




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##### Table of Contents



GENTA
    INCORPORATED
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    (DEFICIT)/EQUITY
    For the Years Ended December 31, 2008, 2007 and 2006  AccumulatedConvertible








Additional





Other


TotalPreferred Stock


Common Stock


Paid-in


Accumulated


Comprehensive


Stockholders(In thousands)

Shares


Amount


Shares


Amount


Capital


Deficit


Income (Loss)


(Deficit)/EquityBalance at January 1, 2006


10


$




19,092


$
19


$
373,805


$
(358,187
)

$
60


$
15,697Net loss






















(56,781
)






(56,781
)Net change in value of marketable securities


























(29
)


(29
)Issuance of common stock, net of issuance costs of $3,125










3,167



3



37,722











37,725Issuance of common stock in connection with conversion of
    Series A preferred stock


(2
)






3



















Issuance of common stock, net of issuance costs of $925










3,333



4



14,871











14,875Issuance of common stock in connection with exercise of stock
    options










26







156











156Stock-based compensation expense


















2,999











2,999Balance at December 31, 2006


8


$




25,621


$
26


$
429,553


$
(414,968
)

$
31


$
14,642Net loss






















(23,320
)






(23,320
)Net change in value of marketable securities


























(2
)


(2
)Issuance of common stock, net of issuance costs of $562










5,000



5



10,233











10,238Stock-based compensation expense


















1,373











1,373Balance at December 31, 2007


8


$




30,621


$
31


$
441,159


$
(438,288
)

$
29


$
2,931Net loss






















(505,838
)






(505,838
)Net change in value of marketable securities


























(29
)


(29
)Issuance of common stock, net of issuance costs of $183










6,120



6



2,870











2,876Issuance of common stock as interest payment on Senior
    Convertible Promissory Note










4,000



4



643











647Issuance of common stock on voluntary conversions of Senior
    Convertible Promissory Note










445,963



446



4,014











4,460Transfer of warrant liability to
    paid-in-capital


















9,600











9,600Transfer conversion feature liability to
    paid-in-capital


















480,000











480,000Vesting of restricted stock










20



















Stock-based compensation expense


















489











489Balance at December 31, 2008


8


$




486,724


$
487


$
938,775


$
(944,126
)

$



$
(4,864
)  54




---



##### Table of Contents



GENTA
    INCORPORATED
    CONSOLIDATED STATEMENTS OF CASH FLOWS  Years Ended December 31,(In thousands)

2008


2007


2006Operating activities:Net loss

$
(505,838
)

$
(23,320
)

$
(56,781
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


154



170



942Loss on disposition of equipment


10







Amortization of deferred financing costs and debt discount
    (Note 11)


11,229







Share-based compensation (Note 14)


489



1,373



2,999Provision for sales returns


79



(133
)


(300
)Gain on maturity of marketable securities


(31
)


(159
)


(310
)Interest payment settled in shares of common stock (Note 19)


647







Provision for settlement of litigation, net (Note 6)


(340
)


(4,240
)


5,280Write-off of prepaid royalty (Note 8)










1,268Change in fair value  conversion feature liability
    (Note 11)


460,000







Change in fair value  warrant liability (Note 11)


2,000







Changes in operating assets and liabilities:










Accounts receivable


29



(14
)


42Inventory


104



83



88Prepaid expenses and other current assets


198



627



(142
)Accounts payable and accrued expenses


5,615



(6,071
)


2,264Other assets






(42
)


(40
)Net cash used in operating activities


(25,655
)


(31,726
)


(44,690
)Investing activities:Purchase of marketable securities






(13,900
)


(56,784
)Maturities of marketable securities


2,000



32,000



49,091Release of restricted cash deposits (Note 5)


1,731







Purchase of property and equipment


(141
)


(222
)


(136
)Net cash provided by (used in) investing activities


3,590



17,878



(7,829
)Financing activities:Net proceeds from sale of common stock, net (Note 13)


2,876



10,238



52,691Issuance of note payable (Note 10)






1,155



1,174Repayments of note payable (Note 10)


(512
)


(1,285
)


(1,261
)Issuance of convertible notes net of financing cost of $1,205
    (Note 11)


18,795







Issuance of common stock upon exercise of stock options
    (Note 15)










155Net cash provided by financing activities


21,159



10,108



52,759Increase (decrease) in cash and cash equivalents


(906
)


(3,740
)


240Cash and cash equivalents at beginning of year


5,814



9,554



9,314Cash and cash equivalents at end of year

$
4,908


$
5,814


$
9,554    55




---



##### Table of Contents



GENTA
    INCORPORATED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   For the
    years ended December 31, 2008, 2007 and 2006
  1.
    Organization
    and Business    ® ® and/or
        2-year
    ®
 56




---



##### Table of Contents




    delay, scale back or eliminate some or all of the Companys
    research and product development programs and sales and
    marketing activity;
    license third parties to develop and commercialize products or
    technologies that the Company would otherwise seek to develop
    and commercialize themselves;
    attempt to sell the Company;
    cease operations; or
    declare bankruptcy.  2.
    Summary
    of Significant Accounting Policies  Basis of
    Presentation
    Use of
    Estimates
    Cash and
    Cash Equivalents
    Revenue
    Recognition
    Research
    and Development
   57




---



##### Table of Contents



Income
    Taxes
    Accounting for Uncertainty in Income Taxes-an
    interpretation of FASB Statement No. 109
      Stock
    Options
   58




---



##### Table of Contents



Deferred
    Financing Costs and Other Debt-Related Costs
  Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants
  Net Loss
    Per Common Share
    Recent
    Accounting Pronouncements
  EITF 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock EITF 07-5 Accounting For Derivative Instruments
    and Hedging Activities and/or EITF 00-19, Accounting For Derivative Financial Instruments Indexed
    to, and Potentially Settled in, a Companys Own
    Stock EITF 07-05 EITF 07-05
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1
  The Hierarchy of
    Generally Accepted Accounting Principles The Meaning of Present Fairly in
    Conformity with GAAP
 59




---



##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB SFAS 133
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
    No. 07-1, Accounting for Collaborative Arrangements
  No. 07-3, Accounting for Nonrefundable Advance Payments for Goods
    or Services Received for Use in Future Research and Development
    Activities
 60




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities Fair Value Measurements
  Fair
    Value Measurements FAS 157-2 
  3.
    Marketable
    Securities    December 31,2007Cost

$
1,970Gross unrealized gains


29Gross unrealized losses


Fair value

$
1,999     4.
    Inventory  first-in, first-out
  December 31,2008


2007Raw materials

$
24


$
24Work in process






Finished goods


97



201$
121


$
225   ® ®
 61




---



##### Table of Contents



5.
    Settlement
    of Office Lease Obligation and Operating Leases        2009

$
7062010


1462011


2,0072012


2013


Thereafter


$
2,859     6.
    Provision
    for Settlement of Litigation, net  Accounting for Contingencies Reasonable Estimation
    of the Amount of a Loss, an interpretation of FASB Statement
    No. 5,
 62




---



##### Table of Contents



7.
    Property
    and Equipment, Net    Estimated

December 31,Useful Lives

2008


2007Computer equipment

3

$
2,298


$
2,855Software

3


3,206



3,211Furniture and fixtures

5


899



936Leasehold improvements

Life of lease


463



420Equipment

5


182



1827,048



7,604Less accumulated depreciation and amortization




(6,748
)


(7,281
)$
300


$
323   8.
    Write-off
    of Prepaid Royalty  ® ®
  9.
    Workforce
    reduction    10.
    Accounts
    Payable and Accrued Expenses    December 31,2008


2007Accounts payable

$
4,654


$
2,519Accrued compensation


574



488Reserve for settlement of litigation obligation


700



19,040License obligations to Daiichi Sankyo


2,125



State of New Jersey (AMA) tax liability


841



776Other accrued expenses


2,330



3,027$
11,224


$
25,850    63




---



##### Table of Contents



11.
    Notes
    Payable    12.
    Convertible
    Notes and Warrant  two-thirds
          Accounting for Derivative
    Instruments and Hedging Activities
    (SFAS 133) and
    EITF 00-19
    Accounting for Derivative Financial Instruments Indexed
    to, and Potentially Settled in, a Companys Own
    Stock (EITF 00-19). EITF 00-19. EITF 00-19 states
 64




---



##### Table of Contents



EITF 00-19,
      October 6, 2008


June 9, 2008Price of Genta common stock

$
0.25


$
0.20Volatility


137.4
%


125.6
%Risk-free interest rate


1.36
%


2.73
%Remaining contractual lives


1.68



2.00   EITF 00-19.
  October 6, 2008


June 9, 2008Price of Genta common stock

$
0.25


$
0.20Volatility


128.6
%


115.0
%Risk-free interest rate


2.32
%


3.41
%Remaining contractual lives


4.68



5.00  65




---



##### Table of Contents



13.
    Income
    Taxes    December 31,2008


2007Deferred tax assets:Deferred compensation

$
772


$
772Net operating loss carryforwards


135,990



130,111Research and development credit and Orphan Drug credit
    carryforwards


51,288



41,484Purchased technology and license fees


0



4,850Depreciation and amortization, net


193



261Share-based compensation expense


911



892Provision for settlement of litigation, net


308



458Write-off of prepaid royalties


558



558New Jersey Alternative Minimum Assessment (AMA) Tax


730



730New Jersey research and development credits


4,979



5,612Provision for excess inventory


714



714Reserve for product returns


0



2Accrued liabilities


1,576



355Other, net


197



323Total deferred tax assets


198,216



187,122Valuation allowance for deferred tax assets


(190,884
)


(187,122
)Net deferred tax assets

$
7,332


$
Deferred tax liabilities:Deferred financing costs

$
(4,922
)

$
Debt discount


(2,410
)


Total deferred tax liabilities

$
(7,332
)

$
Net deferred tax assets (liabilities)

$



$
     :
  ($ in thousands)

2008


2007Unrecognized tax benefits at January 1

$
1,567


$
1,388Gross increases: Tax positions taken in prior periodsGross decreases: Tax positions taken in prior periodsGross Increases-Current period tax positions

$
278


$
179Lapse of Statute of LimitationsUnrecognized tax benefits: December 31

$
1,845


$
1,567  66




---



##### Table of Contents



14.
    Stockholders
    (Deficit)/Equity  Common
    Stock
         67




---



##### Table of Contents



Preferred
    Stock Purchase Right
    Series A
    Preferred Stock
      Series G
    Preferred Stock
    Warrant
    Common
    Stock Reserved
   68




---



##### Table of Contents



15.
    Share-Based
    Compensation  Black-Scholes
  2008


2007


2006Expected volatility


115.7
%


102
%


97
%Expected dividends










Expected term (in years)


6.25



6.25



6.25Risk-free rate


2.7
%


4.8
%


4.6
%     ($ thousands, except per share data)

2008


2007


2006Research and development expenses

$
151


$
521


$
997Selling, general and administrative


338



852



2,002Total share-based compensation expense

$
489


$
1,373


$
2,999Share-based compensation expense, per basic and diluted common
    share

$
0.01


$
0.05


$
0.13   16.
    Stock
    Option Plans    1998
    Stock Incentive Plan
   69




---



##### Table of Contents



WeightedAverageWeighted


RemainingNumber of


Average


Contractual


AggregateShares (in


Exercise


Term


Intrinsic ValueStock Options

thousands)


Price


(in years)


(in thousands)Outstanding at December 31, 2005


1,570



30.24Granted


432



11.64Exercised






Forfeited or expired


(66
)


25.32Outstanding at December 31, 2006


1,936


$
26.22Granted


316



1.40Exercised






Forfeited or expired


(97
)


16.38Outstanding at December 31, 2007


2,155


$
23.05Granted






Exercised






Forfeited or expired


(278
)


17.76Outstanding at December 31, 2008


1,877


$
23.83



3.8


$
Vested and exercisable at December 31, 2008


1,299


$
22.19



1.7


$
         WeightedAverageNumber of


Grant DateShares (in


Fair ValueRestricted Stock Units

thousands)


Per ShareOutstanding nonvested RSUs at January 1, 2007


0


$
Granted


60


$
1.42Vested


0


$
Forfeited or expired


(40
)

$
1.42Outstanding nonvested RSUs at December 31, 2007


20


$
1.42Granted


488


$
0.41Vested


(20
)

$
1.42Forfeited or expired


(235
)

$
0.41Outstanding nonvested RSUs at December 31, 2008


253


$
0.41    70




---



##### Table of Contents



1998
    Non-Employee Directors Plan
        WeightedAverageWeighted


RemainingNumber of


Average


Contractual


AggregateShares


Exercise


Term (in


Intrinsic ValueStock Options

(in thousands)


Price


years)


(in thousands)Outstanding at December 31, 2005


193


$
37.56Granted


23



12.42Exercised


(26
)


6.00Forfeited or expired


(90
)


40.98Outstanding at December 31, 2006


100


$
37.02Granted


20



1.80Exercised






Forfeited or expired


(7
)


40.08Outstanding at December 31, 2007


113


$
30.61Granted


17



0.25Exercised






Forfeited or expired


(28
)


41.82Outstanding at December 31, 2008


102


$
22.61



6.2


$
Vested and exercisable at December 31, 2008


102


$
22.61



6.2


$
       Options Granted


Weighted Average Grant DateYear

(in Thousands)


Per Share Fair Value2008


17


$
0.252007


336



1.422006


455



11.70  71




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##### Table of Contents



WeightedWeighted








AverageAverage


Weighted





ExerciseRemaining


Average





Price ofOptions


Life in


Exercise


Options


OptionsRange of Prices

Outstanding


Years


Price


Exercisable


Exercisable$0.25 - $1.98


204



9.0


$
0.78



65


$
0.86$2.73 - $9.54


168



7.4



7.07



64



6.95$9.66 - $12.96


297



7.0



12.24



167



12.09$14.58 - $16.01


804



0.9



16.00



804



16.00$34.38 - $56.10


189



2.8



43.24



190



43.24$59.28 - $109.50


317



4.2



66.29



100



75.231,979



3.9


$
23.77



1,401


$
22.22   2007
    Stock Incentive Plan
    Acquisition
    Bonus Program
      17.
    Employee
    Savings Plan    18.
    Comprehensive
    Loss    Years Ended December 31,($ in thousands)

2008


2007


2006Net loss

$
(505,838
)

$
(23,320
)

$
(56,781
)Change in market value on available-for-sale marketable
    securities


(29
)


29



31Total comprehensive loss

$
(505,867
)

$
(23,291
)

$
(56,750
)  72




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##### Table of Contents



19.
    Commitments
    and Contingencies  Litigation
    and Potential Claims
      No. L-3046-08.
    20.
    Supplemental
    Disclosure of Cash Flows Information and Non-cash Investing and
    Financing Activities       73




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##### Table of Contents



21.
    Selected
    Quarterly Financial Data (Unaudited)  Quarter Ended2008

Mar. 31


Jun. 30


Sep. 30


Dec. 31($ thousands, except per share data)Revenues

$
117


$
131


$
115


$
Gross margin


92



102



89



(23
)Operating expenses


9,816



10,268



7,563



5,763Other income/(expense), net


67



(728,198
)


220,087



33,380Net (loss)/income


(9,657
)


(738,364
)


212,613



29,569Net (loss)/income per basic common share**

$
(0.29
)

$
(20.10
)

$
5.78


$
0.26Net (loss)/income per diluted common share

$
(0.29
)

$
(20.10
)

$
0.10


$
0.02Quarter Ended2007

Mar. 31


Jun. 30


Sep. 30


Dec. 31($ thousands, except per share data)Revenues

$
94


$
105


$
115


$
266Gross margin


72



79



95



244Operating
    expenses-net


5,875



8,594



8,046



3,601Net loss


(5,605
)


(8,235
)


(7,732
)


(1,748
)Net loss per common share:Basic and diluted

$
(0.21
)

$
(0.27
)

$
(0.25
)

$
(0.06
)   **
    
    Net (loss)/income per basic common share and net (loss)/income
    per diluted common share are calculated independently for each
    quarter and the full year based upon respective average shares
    outstanding. Therefore, the sum of the quarterly amounts does
    not equal the annual amounts reported.        Restatement
   74




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##### Table of Contents



Quarter EndedJune 30,


September 30,($ thousands)

2008


2008(restated)


(restated)Selected Balance Sheet Data:Current assets

$
17,230


$
9,450Total assets


26,029



17,113Current liabilities


767,403



12,827Total liabilities


767,986



546,310(as previously


(as previouslyreported)


reported)Current assets

$
35,230


$
27,450Total assets


44,029



35,113Current liabilities


785,403



30,827Total liabilities


785,986



564,310   22.
    Related
    Party Transactions      23.
    Subsequent
    Event   75




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(b), Rule 13a-15(e)).
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f).
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15
  Item 9B.
    Other
    Information    Form S-1 Form S-1
  Form S-1 Form S-1,
 76




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant and Corporate
    Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   77




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  ExhibitNumber

Description of Document1.1


Engagement Letter, dated December 6, 2004 between the
    Company and Rodman & Renshaw, LLC (incorporated by
    reference to the Companys Current Report on
    8-K filed
    December 16, 2004, Commission File
    No. 0-19635)3.1.a


Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3(i).1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1995, Commission File
    No. 0-19635)3.1.b


Certificate of Designations of Series D Convertible
    Preferred Stock of the Company (incorporated by reference to
    Exhibit 3(i) to the Companys Current Report on
    Form 8-K
    filed on February 28, 1997, Commission File
    No. 0-19635)3.1.c


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).3 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.d


Amended Certificate of Designations of Series D Convertible
    Preferred Stock of the Company (incorporated by reference to
    Exhibit 3(i).4 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.e


Certificate of Increase of Series D Convertible Preferred
    Stock of the Company (incorporated by reference to
    Exhibit 3(i).5 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.f


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).4 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, Commission File
    No. 0-19635)3.1.g


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).3 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, Commission File
    No. 0-19635)3.1.h


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).8 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.i


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.i to the Companys Registration Statement
    on
    Form S-1,
    Commission File
    No. 333-110238)3.1.j


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.j to the Companys Registration Statement
    on
    Form S-1,
    Commission File
    No. 333-110238)3.1.k


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.k to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004, Commission File
    No. 0-19635)3.1.l


Certificate of Designation of Series G Participating
    Cumulative Preferred Stock of the Company (incorporated by
    reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K
    filed on September 21, 2005, Commission File
    No. 0-19635)3.1.m


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006, Commission File
    No. 0-19635) 78




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##### Table of Contents



ExhibitNumber

Description of Document3.1.n


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K,
    filed on July 13, 2007, Commission File
    No. 0-19635)3.2


Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2004, Commission File
    No. 0-19635)4.1


Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-1,
    Commission File
    No. 333-110238)4.2


Rights Agreement, dated September 20, 2005, between the
    Company and Mellon Investor Services LLC, as Rights Agent
    (incorporated by reference to Exhibit 4.1 of the
    Companys Current Report on
    Form 8-K
    filed on September 21, 2005, Commission File
    No. 0-19635)10.1


Non-Employee Directors 1998 Stock Option Plan, as amended
    and restated (incorporated by reference to Exhibit 99.B to
    the Companys Definitive Proxy Statement on
    Schedule 14A filed on April 30, 2004, Commission File
    No. 0-19635)10.2


1998 Stock Incentive Plan, as amended and restated, effective
    March 19, 2004 (incorporated by reference to
    Exhibit 99.A to the Companys Definitive Proxy
    Statement on Schedule 14A filed on April 30, 2004,
    Commission File
    No. 0-19635)10.3


Form of Indemnification Agreement entered into between the
    Company and its directors and officers (incorporated by
    reference to Exhibit 10.7 to the Companys
    Registration Statement on
    Form S-1,
    Commission File
    No. 0-19635)10.4


Asset Purchase Agreement, dated as of March 19, 1999, among
    JBL Acquisition Corp., JBL Scientific Incorporated and the
    Company (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report filed on
    Form 10-Q
    for the quarter ended March 31, 1999, Commission File
    No. 0-19635)10.5


Stock Option Agreement, dated as of October 28, 1999,
    between the Company and Raymond P. Warrell, Jr., M.D.
    (incorporated by reference to Exhibit 10.71 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)10.6


Letter Agreement, dated March 4, 1999, from SkyePharma Plc
    to the Company (incorporated by reference to Exhibit 10.72
    to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)10.7


Subscription Agreement executed in connection with the
    November 26, 2001 sale of common stock to Franklin
    Small-Mid Cap Growth Fund, Franklin Biotechnology Discovery
    Fund, and SF Capital Partners Ltd., and the November 30,
    2001 sale of common stock to SF Capital Partners Ltd.
    (incorporated by reference to Exhibit 10.73 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2001, Commission File
    No. 0-19635)10.8


Agreement of Lease dated June 28, 2000 by and between The
    Connell Company and the Company (incorporated by reference to
    Exhibit 10.76 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2001, Commission File
    No. 0-19635)10.8A


Amendment of Lease, dated June 19, 2002 by and between The
    Connell Company and the Company (incorporated by reference to
    Exhibit 10.10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635) 79




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##### Table of Contents



ExhibitNumber

Description of Document10.9*


U.S. Commercialization Agreement dated April 26, 2002, by
    and between Genta Incorporated and Aventis Pharmaceuticals Inc.
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June, 30, 2002, Commission File
    No. 0-19635)10.9A*


Amendment No. 1 dated March 14, 2003 to the U.S.
    Commercialization Agreement by and between Genta Incorporated
    and Aventis Pharmaceuticals Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2003, Commission File
    No. 0-19635).10.10*


Ex-U.S. Commercialization Agreement, dated April 26, 2002,
    by and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June, 30, 2002, Commission File
    No. 0-19635)10.11*


Global Supply Agreement, dated April 26, 2002, by and among
    Genta Incorporated, Aventis Pharmaceuticals Inc. and Garliston
    Limited (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.12*


Securities Purchase Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.4 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.13


Standstill and Voting Agreement, dated April 26, 2002, by
    and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.14


Registration Rights Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.6 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.15


Convertible Note Purchase Agreement, dated April 26, 2002,
    by and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.7 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.16*


5.63% Convertible Promissory Note, due April 26, 2009
    (incorporated by reference to Exhibit 10.8 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.17*


Subordination Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.9 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission File
    No. 0-19635)10.18*


Manufacture and Supply Agreement,dated December 20,
    2002,between Genta Incorporated and Avecia Biotechnology
    Inc. (incorporated by reference to Exhibit 10.88 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2002, Commission File
    No. 0-19635)10.19*


License Agreement dated August 1, 1991, between Genta
    Incorporated and the Trustees of the University of Pennsylvania
    (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission File
    No. 0-19635) 80




---



##### Table of Contents



ExhibitNumber

Description of Document10.19A*


Amendment to License Agreement, dated December 19, 2000,
    between Genta Incorporated and the Trustees of the University of
    Pennsylvania (incorporated by reference to Exhibit 99.2 to
    the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission File
    No. 0-19635)10.19AA*


Second Amendment to License Agreement, dated October 22,
    2003, between Genta Incorporated and the Trustees of the
    University of Pennsylvania (incorporated by reference to
    Exhibit 99.3 to the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission File
    No. 0-19635)10.20


Settlement Agreement and Release, dated October 22, 2003,
    between Genta Incorporated and the Trustees of the University of
    Pennsylvania (incorporated by reference to Exhibit 99.4 to
    the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission File
    No. 0-19635)10.21


Securities Purchase Agreement, dated December 14, 2004,
    among the Company, Riverview Group, LLC and Smithfield Fiduciary
    LLC (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on December 16, 2004, Commission File
    No. 0-19635)10.22


Form of Subscription Agreement, dated August 5, 2005 among
    the Company and the purchasers of the Shares (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on August 8, 2005, Commission File
    No. 0-19635)10.23


Placement Agency Agreement, dated August 5, 2005 between
    the Company and Piper Jaffray & Co. (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed on August 8, 2005, Commission File
    No. 0-19635)10.24


Form of Subscription Agreement, dated March 6, 2006 by and
    among the Company and the Purchasers (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 7, 2006, Commission File
    No. 0-19635)10.25


Form of Placement Agent Agreement, dated March 6, 2006 by
    and among the Company, Cowen & Co., LLC and
    Rodman & Renshaw, LLC (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on March 7, 2006, Commission File
    No. 0-19635)10.26


Form of Confirmation of Purchase, dated March 10, 2006 by
    and between the Company and certain Investors (incorporated by
    reference to Exhibit 10.34 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, Commission File
    No. 0-19635)10.27


Form of Amendment No. 1 to Placement Agent Agreement, dated
    as of March 10, 2006 by and among the Company,
    Cowen & Co., LLC and Rodman & Renshaw, LLC
    (incorporated by reference to Exhibit 10.35 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, Commission File
    No. 0-19635)10.28


Development and License Agreement, dated March 22, 2006 by
    and between the Company and Emisphere Technologies, Inc.*
    (incorporated by reference to Exhibit 10.5 to the
    companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006, Commission File
    No. 0-19635)10.29


1998 Stock Incentive Plan, as amended and restated, effective
    April 5, 2006 (incorporated by reference to the
    companys Definitive Proxy statement on Schedule 14A
    filed on April 28, 2006, Commission File
    No. 0-19635)10.30


Employment Agreement, dated as of March 28, 2006, between
    the Company and Loretta M. Itri, M.D. (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2006, Commission File
    No. 0-19635) 81




---



##### Table of Contents



ExhibitNumber

Description of Document10.31


Form of Securities Purchase Agreement, dated September 19,
    2006, between the Company and each Purchaser (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on September 20, 2006, Commission File
    No. 0-19635)10.32


Form of Placement Agent Agreement, dated September 19,
    2006, by and between the Company and Rodman & Renshaw
    LLC (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on September 20, 2006, Commission File
    No. 0-19635)10.33


Supply and Distribution Agreement between the Company and IDIS
    Limited, dated March 6, 2007 (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q,
    filed on May 8, 2007, Commission File
    No. 0-19635)10.34


Form of Purchase Agreement by and among the Company and the
    Purchasers, dated March 13, 2007 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed on March 14, 2007, Commission File
    No. 0-19635)10.35


Placement Agent Agreement, by and between the Company and
    Rodman & Renshaw, LLC, dated February 23, 2007
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on March 14, 2007, Commission File
    No. 0-19635)10.36


Form of Acquisition Bonus Program Agreement (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on September 21, 2007, Commission File
    No. 0-19635)10.37*


Project Contract with ICON Clinical Research, L.P., dated
    November 19, 2007 (incorporated by reference to
    Exhibit 10.37 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2007,
    Commission File No. 0-19635)10.38


Amended and Restated Employment Agreement, dated as of
    November 30, 2007, between the Company and Raymond P.
    Warrell, Jr. M.D. (incorporated by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2007,
    Commission File No. 0-19635)10.39


Form of Securities Purchase Agreement, dated February 8,
    2008, by and between the Company each Purchaser (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on February 11, 2008, Commission File
    No. 0-19635)10.40


Placement Agent Agreement, dated February 8, 2008, by and
    between the Company and Rodman & Renshaw, LLC
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on February 11, 2008, Commission File
    No. 0-19635)10.41


License Agreement, dated March 7, 2008, between the Company
    and Daiichi Sankyo (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, Commission File
    No. 0-19635)10.42


Securities Purchase Agreement, dated June 5, 2008, by and
    among the Company and certain accredited investors set forth
    therein (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed on June 10, 2008, Commission File
    No. 0-19635)10.43


General Security Agreement, dated June 9, 2008, by and
    among the Company, certain additional grantors as set forth
    therein and Tang Capital Partners, L.P. as agent (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed on June 10, 2008, Commission File
    No. 0-19635) 82




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##### Table of Contents



ExhibitNumber

Description of Document10.44


Amendment to the Lease Agreement, dated May 27, 2008,
    between the Company and The Connell Company (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2008, Commission File
    No. 0-19635)10.45*


Supply Agreement, dated May 1, 2008, between the Company
    and Avecia Biotechnology (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008, Commission File
    No. 0-19635)16.1


Letter from Deloitte & Touche LLP, dated
    July 16, 2008, regarding change in certifying accountant
    (incorporated by reference to Exhibit 16.1 to the
    Companys Current Report on
    Form 8-K,
    filed on July 22, 2008, Commission File
    No. 0-19365)21


Subsidiaries of the Registrant23.1


Consent of Amper Politziner & Mattia, LLP23.2


Consent of Deloitte & Touche LLP31.1


Certification by Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)31.2


Certification by Vice President, Finance pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)32.1


Certification by Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith)32.2


Certification by Vice President, Finance pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith)     *
    
    The Company has been granted confidential treatment of certain
    portions of this exhibit. 83




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##### Table of Contents



SIGNATURES      
        Signature

Capacity

Date/s/  RAYMOND
    P. WARRELL, JR., M.D.Raymond
    P. Warrell, Jr., M.D.

Chairman and Chief Executive Officer and Director
    (principal executive officer)

February 13, 2009/s/  GARY
    SIEGELGary
    Siegel

Vice President, Finance (principal
    financial and accounting officer)

February 13, 2009/s/  MARTIN
    J. DRISCOLLMartin
    J. Driscoll

Director

February 13, 2009/s/  CHRISTOPHER
    P. PARIOSChristopher
    P. Parios

Director

February 13, 2009/s/  DANIEL
    D. VON HOFF, M.D.Daniel
    D. Von Hoff, M.D.

Director

February 13, 2009/s/  DOUGLAS
    G. WATSONDouglas
    G. Watson

Director

February 13, 2009  84




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages1.1


Engagement Letter, dated December 6, 2004 between the
    Company and Rodman & Renshaw, LLC (incorporated by
    reference to the Companys Current Report on
    8-K filed
    December 16, 2004, Commission
    File No. 0-19635)3.1.a


Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3(i).1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1995, Commission
    File No. 0-19635)3.1.b


Certificate of Designations of Series D Convertible
    Preferred Stock of the Company (incorporated by reference to
    Exhibit 3(i) to the Companys Current Report on
    Form 8-K
    filed on February 28, 1997, Commission File
    No. 0-19635)3.1.c


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).3 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.d


Amended Certificate of Designations of Series D Convertible
    Preferred Stock of the Company (incorporated by reference to
    Exhibit 3(i).4 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission
    File No. 0-19635)3.1.e


Certificate of Increase of Series D Convertible Preferred
    Stock of the Company (incorporated by reference to
    Exhibit 3(i).5 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.f


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).4 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, Commission File
    No. 0-19635)3.1.g


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).3 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, Commission File
    No. 0-19635)3.1.h


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3(i).8 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19635)3.1.i


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.i to the Companys Registration Statement
    on
    Form S-1,
    Commission
    File No. 333-110238)3.1.j


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.j to the Companys Registration Statement
    on
    Form S-1,
    Commission
    File No. 333-110238)3.1.k


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1.k to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004, Commission
    File No. 0-19635) 85




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages3.1.l


Certificate of Designation of Series G Participating
    Cumulative Preferred Stock of the Company (incorporated by
    reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K
    filed on September 21, 2005, Commission
    File No. 0-19635)3.1.m


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006, Commission
    File No. 0-19635)3.1.n


Certificate of Amendment of Restated Certificate of
    Incorporation of the Company (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K,
    filed on July 13, 2007, Commission
    File No. 0-19635)3.2


Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2004, Commission
    File No. 0-19635)4.1


Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-1,
    Commission
    File No. 333-110238)4.2


Rights Agreement, dated September 20, 2005, between the
    Company and Mellon Investor Services LLC, as Rights Agent
    (incorporated by reference to Exhibit 4.1 of the
    Companys Current Report on
    Form 8-K
    filed on September 21, 2005, Commission
    File No. 0-19635)10.1


Non-Employee Directors 1998 Stock Option Plan, as amended
    and restated (incorporated by reference to Exhibit 99.B to
    the Companys Definitive Proxy Statement on
    Schedule 14A filed on April 30, 2004, Commission
    File No. 0-19635)10.2


1998 Stock Incentive Plan, as amended and restated, effective
    March 19, 2004 (incorporated by reference to
    Exhibit 99.A to the Companys Definitive Proxy
    Statement on Schedule 14A filed on April 30, 2004,
    Commission
    File No. 0-19635)10.3


Form of Indemnification Agreement entered into between the
    Company and its directors and officers (incorporated by
    reference to Exhibit 10.7 to the Companys
    Registration Statement on
    Form S-1,
    Commission
    File No. 0-19635)10.4


Asset Purchase Agreement, dated as of March 19, 1999, among
    JBL Acquisition Corp., JBL Scientific Incorporated and the
    Company (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report filed on
    Form 10-Q
    for the quarter ended March 31, 1999, Commission
    File No. 0-19635)10.5


Stock Option Agreement, dated as of October 28, 1999,
    between the Company and Raymond P. Warrell, Jr., M.D.
    (incorporated by reference to Exhibit 10.71 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission
    File No. 0-19635)10.6


Letter Agreement, dated March 4, 1999, from SkyePharma Plc
    to the Company (incorporated by reference to Exhibit 10.72
    to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, Commission
    File No. 0-19635) 86




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages10.7


Subscription Agreement executed in connection with the
    November 26, 2001 sale of common stock to Franklin
    Small-Mid Cap Growth Fund, Franklin Biotechnology Discovery
    Fund, and SF Capital Partners Ltd., and the November 30,
    2001 sale of common stock to SF Capital Partners Ltd.
    (incorporated by reference to Exhibit 10.73 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2001, Commission
    File No. 0-19635)10.8


Agreement of Lease dated June 28, 2000 by and between The
    Connell Company and the Company (incorporated by reference to
    Exhibit 10.76 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2001, Commission
    File No. 0-19635)10.8A


Amendment of Lease, dated June 19, 2002 by and between The
    Connell Company and the Company (incorporated by reference to
    Exhibit 10.10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.9*


U.S. Commercialization Agreement dated April 26, 2002, by
    and between Genta Incorporated and Aventis Pharmaceuticals Inc.
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June, 30, 2002, Commission
    File No. 0-19635)10.9A*


Amendment No. 1 dated March 14, 2003 to the U.S.
    Commercialization Agreement by and between Genta Incorporated
    and Aventis Pharmaceuticals Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2003, Commission
    File No. 0-19635).10.10*


Ex-U.S. Commercialization Agreement, dated April 26, 2002,
    by and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.11*


Global Supply Agreement, dated April 26, 2002, by and among
    Genta Incorporated, Aventis Pharmaceuticals Inc. and Garliston
    Limited (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.12*


Securities Purchase Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.4 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.13


Standstill and Voting Agreement, dated April 26, 2002, by
    and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.14


Registration Rights Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.6 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635) 87




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages10.15


Convertible Note Purchase Agreement, dated April 26, 2002,
    by and between Genta Incorporated and Garliston Limited
    (incorporated by reference to Exhibit 10.7 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.16*


5.63% Convertible Promissory Note, due April 26, 2009
    (incorporated by reference to Exhibit 10.8 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.17*


Subordination Agreement, dated April 26, 2002, by and
    between Genta Incorporated and Garliston Limited (incorporated
    by reference to Exhibit 10.9 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, Commission
    File No. 0-19635)10.18*


Manufacture and Supply Agreement,dated December 20,
    2002,between Genta Incorporated and Avecia Biotechnology
    Inc. (incorporated by reference to Exhibit 10.88 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2002, Commission
    File No. 0-19635)10.19*


License Agreement dated August 1, 1991, between Genta
    Incorporated and the Trustees of the University of Pennsylvania
    (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission
    File No. 0-19635)10.19A*


Amendment to License Agreement, dated December 19, 2000,
    between Genta Incorporated and the Trustees of the University of
    Pennsylvania (incorporated by reference to Exhibit 99.2 to
    the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission
    File No. 0-19635)10.19AA*


Second Amendment to License Agreement, dated October 22,
    2003, between Genta Incorporated and the Trustees of the
    University of Pennsylvania (incorporated by reference to
    Exhibit 99.3 to the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission
    File No. 0-19635)10.20


Settlement Agreement and Release, dated October 22, 2003,
    between Genta Incorporated and the Trustees of the University of
    Pennsylvania (incorporated by reference to Exhibit 99.4 to
    the Companys Current Report on
    Form 8-K
    filed on October 28, 2003, Commission
    File No. 0-19635)10.21


Securities Purchase Agreement, dated December 14, 2004,
    among the Company, Riverview Group, LLC and Smithfield Fiduciary
    LLC (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on December 16, 2004, Commission
    File No. 0-19635)10.22


Form of Subscription Agreement, dated August 5, 2005 among
    the Company and the purchasers of the Shares (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on August 8, 2005, Commission
    File No. 0-19635) 88




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages10.23


Placement Agency Agreement, dated August 5, 2005 between
    the Company and Piper Jaffray & Co. (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed on August 8, 2005, Commission
    File No. 0-19635)10.24


Form of Subscription Agreement, dated March 6, 2006 by and
    among the Company and the Purchasers (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 7, 2006, Commission
    File No. 0-19635)10.25


Form of Placement Agent Agreement, dated March 6, 2006 by
    and among the Company, Cowen & Co., LLC and
    Rodman & Renshaw, LLC (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on March 7, 2006, Commission
    File No. 0-19635)10.26


Form of Confirmation of Purchase, dated March 10, 2006 by
    and between the Company and certain Investors (incorporated by
    reference to Exhibit 10.34 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, Commission
    File No. 0-19635)10.27


Form of Amendment No. 1 to Placement Agent Agreement, dated
    as of March 10, 2006 by and among the Company,
    Cowen & Co., LLC and Rodman & Renshaw, LLC
    (incorporated by reference to Exhibit 10.35 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, Commission
    File No. 0-19635)10.28


Development and License Agreement, dated March 22, 2006 by
    and between the Company and Emisphere Technologies, Inc.*
    (incorporated by reference to Exhibit 10.5 to the
    companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006, Commission
    File No. 0-19635)10.29


1998 Stock Incentive Plan, as amended and restated, effective
    April 5, 2006 (incorporated by reference to the
    companys Definitive Proxy statement on Schedule 14A
    filed on April 28, 2006, Commission
    File No. 0-19635)10.30


Employment Agreement, dated as of March 28, 2006, between
    the Company and Loretta M. Itri, M.D. (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2006, Commission
    File No. 0-19635)10.31


Form of Securities Purchase Agreement, dated September 19,
    2006, between the Company and each Purchaser (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on September 20, 2006, Commission
    File No. 0-19635)10.32


Form of Placement Agent Agreement, dated September 19,
    2006, by and between the Company and Rodman & Renshaw
    LLC (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on September 20, 2006, Commission
    File No. 0-19635)10.33


Supply and Distribution Agreement between the Company and IDIS
    Limited, dated March 6, 2007 (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q,
    filed on May 8, 2007, Commission
    File No. 0-19635) 89




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages10.34


Form of Purchase Agreement by and among the Company and the
    Purchasers, dated March 13, 2007 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed on March 14, 2007, Commission
    File No. 0-19635)10.35


Placement Agent Agreement, by and between the Company and
    Rodman & Renshaw, LLC, dated February 23, 2007
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on March 14, 2007, Commission
    File No. 0-19635)10.36


Form of Acquisition Bonus Program Agreement (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on September 21, 2007, Commission
    File No. 0-19635)10.37*


Project Contract with ICON Clinical Research, L.P., dated
    November 19, 2007 (incorporated by reference to
    Exhibit 10.37 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2007,
    Commission File No. 0-19635)10.38


Amended and Restated Employment Agreement, dated as of
    November 30, 2007, between the Company and Raymond P.
    Warrell, Jr. M.D. (incorporated by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2007,
    Commission File No. 0-19635)10.39


Form of Securities Purchase Agreement, dated February 8,
    2008, by and between the Company each Purchaser (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on February 11, 2008, Commission
    File No. 0-19635)10.40


Placement Agent Agreement, dated February 8, 2008, by and
    between the Company and Rodman & Renshaw, LLC
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on February 11, 2008, Commission
    File No. 0-19635)10.41


License Agreement, dated March 7, 2008, between the Company
    and Daiichi Sankyo (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, Commission File
    No. 0-19635)10.42


Securities Purchase Agreement, dated June 5, 2008, by and
    among the Company and certain accredited investors set forth
    therein (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed on June 10, 2008, Commission File
    No. 0-19635)10.43


General Security Agreement, dated June 9, 2008, by and
    among the Company, certain additional grantors as set forth
    therein and Tang Capital Partners, L.P. as agent (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed on June 10, 2008, Commission File
    No. 0-19635)10.44


Amendment to the Lease Agreement, dated May 27, 2008,
    between the Company and The Connell Company (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2008, Commission File
    No. 0-19635) 90




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##### Table of Contents



Exhibit



SequentiallyNumber

Description of Document

Numbered Pages10.45*


Supply Agreement, dated May 1, 2008, between the Company
    and Avecia Biotechnology (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008, Commission File
    No. 0-19635)16.1


Letter from Deloitte & Touche LLP, dated July 16,
    2008, regarding change in certifying accountant (incorporated by
    reference to Exhibit 16.1 to the Companys Current
    Report on
    Form 8-K,
    filed on July 22, 2008, Commission File
    No. 0-19365)21


Subsidiaries of the Registrant23.1


Consent of Amper Politziner & Mattia, LLP23.2


Consent of Deloitte & Touche LLP31.1


Certification by Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)31.2


Certification by Vice President, Finance pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)32.1


Certification by Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith)32.2


Certification by Vice President, Finance pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith)     *
    
    The Company has been granted confidential treatment of certain
    portions of this exhibit. 91