AMENDMENT NO. 3 TO LEASE AND PARTIAL TERMINATION AGREEMENT

Exhibit 10.2

AMENDMENT NO. 3 TO
LEASE AND PARTIAL TERMINATION AGREEMENT

     This Amendment No. 3 to Lease and Partial Termination Agreement (this “Amendment No. 3 to Lease”), dated as of May 27, 2008, is made between THE CONNELL COMPANY, a New Jersey corporation (“Landlord”), and GENTA INCORPORATED, a Delaware corporation (“Tenant”).

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

     WHEREAS, Landlord and Tenant desire to terminate the lease of a portion of the Demised Premises (consisting of 69,201 rentable square feet located on the fifth floor of the Building), prior to its scheduled expiration date;

     WHEREAS, in connection with the early termination of the lease of such fifth floor space, Tenant will pay Landlord certain amounts as a termination fee; and

     WHEREAS, Landlord and Tenant desire to reflect such termination and amend certain portions of the Lease to, among other things, reflect the same;

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

     SECTION 1. Termination .

     On May 31, 2008 (the “Fifth Floor Termination Date”) the Lease shall automatically terminate with respect to the Fifth Floor Terminated Space (as defined below) only, with such termination having the same force and effect as if the Fifth Floor Termination Date were the originally scheduled expiration date of the Lease with respect to the Fifth Floor Terminated Space; provided, however it is understood and agreed that the Fifth Floor Terminated Space shall be deemed surrendered and vacated by Tenant in its “as-is” condition (but in broom clean condition and with all furniture and personal property removed; it being agreed that Tenant shall only be required to remove the furniture from the Fifth Floor Terminated Space on the earlier of (i) August 31, 2008 or (ii) fifteen (15) days following Tenant’s receipt of notice from Landlord to have the furniture removed) rather than in any other condition required in the Lease on the expiration or earlier termination thereof. Upon Tenant’s compliance with the requirement set forth above to surrender and vacate the Fifth Floor Terminated Space in broom clean condition and with all furniture and personal property removed, the parties agree that Tenant’s obligations under the Lease regarding the surrender of the Fifth Floor Terminated Space shall be deemed satisfied; it being understood that the foregoing shall not in any way affect any of Tenant’s indemnification obligations under the Lease. For purposes of clarification, it is understood and agreed that the termination described herein on the Fifth Floor Termination Date shall not in any way apply to or affect any portion of the Demised Premises other than the Fifth Floor Terminated Space, and the Lease shall continue on and after the Fifth Floor Termination Date in full force and effect with respect to all portions of the Demised Premises other than the Fifth Floor Terminated Space. For purposes of this Amendment No. 3 to Lease, the “Fifth Floor Terminated

Space” shall mean the 69,201 rentable square feet of floor area located on the fifth floor of the Building which is designated as the “Fifth Floor Terminated Space” on Schedule I attached hereto.

     SECTION 2. Amendments to Lease .

     2.1. On the Fifth Floor Termination Date the Lease shall automatically be amended as set forth in the remaining portions of Section 2 hereof.

     2.2. Section 1.02 of the Lease is amended by inserting the following immediately prior to the second to last sentence of such Section 1.02 (such second to last sentence begins with the words “The Demised Premises includes any alterations”):

Notwithstanding any of the foregoing provisions of this Section 1.02, effective as of the Fifth Floor Termination Date and for all periods of the Term thereafter, the Demised Premises shall mean (x) the Initial Demised Premises plus (y) the Additional Expanets Demised Premises (the total rentable square footage of the Demised Premises being equal to 24,464 rentable square feet). For purposes of clarification, effective as of the Fifth Floor Termination Date, the Demised Premises shall not include the Fifth Floor Terminated Space.

     2.3. Section 1,03 of the Lease is amended by inserting the following at the end of such Section 1.03:

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

In all cases Base Rent during any renewal term shall be governed by Section 4.01 hereof.

     2.4. Section 1.04 of the Lease is amended by deleting such Section 1.04 in its entirety, and inserting in its place the following:

Section 1.04 , Termination Payment for Fifth Floor Terminated Space . As part of the consideration for Landlord’s agreement to allow for the termination of the Fifth Floor Terminated Space on the Fifth Floor Termination Date, Tenant shall pay Landlord the following amounts:

Ail amounts referred to above shall be paid to Landlord by wire transfer in immediately available funds in U.S. Dollars, to the following account: Wachovia Bank, National Association, 190 River Road, Summit, NJ 07901, Attn: Ms. Kathy Murphy, Senior Vice President; ABA: 031201467; S.W.I.F.T.: PNBPUS 33; For Credit to the A/C of: The Connell Company; Account Number: 2000010817252, or to such other account as Landlord may specify in writing to Tenant.

     2.5. Section 1.05 of the Lease is amended by inserting the following at the end of such Section 1.05:

For purposes of clarification, it is understood that, with respect to the Fifth Floor Terminated Space only, the Term of this Lease shall expire on the Fifth Floor Termination Date.

     2.6. Section 1.06 of the Lease is amended by inserting the following words immediately prior to the last sentence of such Section 1.06 {such last sentence begins with