EX-10.2






Exhibit 10.2




GENTA INCORPORATED



NOTE AMENDMENT



     This Note Amendment (the “Amendment”) is made and entered into as of March 9, 2009 by and
among Genta Incorporated, a Delaware corporation (the “Company”), and the
Purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (each, a “Purchaser”
and collectively, the “Purchasers”). This Amendment amends each of the Senior Secured
Convertible Promissory Notes due June 9, 2010 (the “Notes”) issued pursuant to that certain
Securities Purchase Agreement, dated as of June 5, 2008, by and among the Company and the
purchasers named therein (the “Purchase Agreement”). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement.



     Whereas, pursuant to Section 1.2 of the Notes, the Company desires to pay the Purchasers
interest in shares of the Company’s Common Stock;



     Whereas, the Notes state that, if the Company decides to pay the Purchasers interest
in shares of the Company’s Common Stock, such shares must be Tradable shares (as defined in the
Notes);



     Whereas, on January 26, 2009, the Securities and Exchange Commission (“SEC”) updated
it’s Compliance and Disclosure Interpretations (“CD&Is”) such that the holding period of the Notes
may not be tacked to the holding period of the shares received as interest prior to the conversion
of the Notes, in determining whether the Rule 144(d)(l) holding period requirement has been
satisfied in regard to such shares;



     Whereas, as a result of the update by the SEC to it’s CD&Is, the shares of the
Company’s Common Stock to be issued as payment of interest on March 9, 2009 will not be Tradable;
and



     Whereas, the Purchasers and the Company desire to amend the Notes for the Interest Payment
Date on March 9, 2009 to permit the Company to pay the Purchasers interest in the form of a new
note with the same terms and conditions as the Notes.



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


1. Amendment of the Notes.




     1.1 The parties hereby amend Section 1.2 to add the following sentence to the end of Section
1.2 of each Note as follows:




     “Notwithstanding the foregoing, for the Interest Payment Date on March 9,
2009, the Maker may pay interest on this Note in the form of a new note with the
same terms and conditions as provided herein with an aggregate principal amount
equal to the accrued and unpaid interest for such Interest Payment Date.”


2. Miscellaneous.




     2.1 Governing Law. This Amendment shall be governed by and construed in accordance



 









 







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



     2.2 Full Force and Effect. Except as expressly amended by this Amendment, the terms
and conditions of the Purchase Agreement and the Notes remain in full force and effect.



     2.3 Conflict of Terms. In the event of a conflict between this Amendment and any provision
of any of the Purchase Agreement or the Notes, the terms of this Amendment shall control.



     2.4 Counterparts; Effectiveness. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument. The
provisions of
Section I hereof shall become effective immediately when counterpart signature pages to
this
Amendment have been executed and delivered to the Company by (y) the Company and (z) holders
of all
outstanding Notes. All parties need not sign the same counterpart signature page.
Execution by
facsimile shall have the same effect as an original signature.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




 









 








     In Witness Whereof, the parties hereto have executed this Note Amendment as of the
date set forth in the first paragraph hereof.



	 	 	 	 	 
	 	GENTA INCORPORATED

 	 
	 	By:  	/s/ Raymond P. Warrell
 	 
	 	 	Name:  	Raymond P. Warrell, Jr., M.D. 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 



[SIGNATURE PAGES CONTINUE]




[Signature Page to Note Amendment]




 









 





Exhibit A




Schedule of Purchasers




	 	 	 	 	 
	Name	 	Note #
	 
	 	 	 	 
	Arcus Ventures Fund
	 	 	1	 
	667-2 (Baker)
	 	 	2	 
	667-1 (Baker)
	 	 	3	 
	14159, L.P. (Baker)
	 	 	4	 
	Baker Brothers Life Sciences, L.P.
	 	 	5	 
	Boxer Capital, LLC
	 	 	6	 
	Cat Trail Private Equity Fund, LLC
	 	 	9	 
	Loretta Itri
	 	 	16	 
	Radcliffe SPC, Ltd
	 	 	20	 
	Raymond P. Warrell, Jr.
	 	 	21	 
	Raymond P. Warrell, Jr.
	 	 	26	 
	Rockmore Investment Master Fund Ltd.
	 	 	22	 
	Rodman & Renshaw LLC
	 	 	23	 
	Tang Capital Partners, LP
	 	 	25