Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT dated as of April 16, 2007 is made by and between EntreMed, Inc. (the “Company”) and _____________ (the “Executive”).

     WHEREAS the Company considers it essential to its best interests and to the best interests of its stockholders to foster the continuous employment of its key management personnel; and

     WHEREAS the Company recognizes that the possibility of a Change in Control (as defined in Section 8.5 hereof) exists, as in the case of any publicly-held corporation, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

     WHEREAS the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

     1.  Defined Terms . Definitions of certain capitalized terms used in this Agreement are provided in Section 8 and elsewhere in this Agreement.

     2.  Term of Agreement . This Agreement shall become effective on the date hereof and shall remain in effect indefinitely thereafter; provided, however, that (a) except as provided in clause (b) of this sentence, either the Company or the Executive may terminate this Agreement by giving the other party at least one (1) year advance written notice of such termination, and (b) if a Change in Control shall have occurred during the term of this Agreement, this Agreement may not be terminated until all obligations of either party hereto have been performed in full and the Coverage Period has expired without the occurrence of a Triggering Event. Notwithstanding the foregoing, this Agreement shall terminate upon the Executive’s Disability or death, except as to obligations of the Company hereunder arising from a Change in Control and/or a termination of the Executive’s employment that, in either case, occurred prior to the Executive’s Disability or death.

     3.  Agreement of the Company . In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the payments and benefits described in this Section 3 (the “Severance Benefits”).

     3.1 Severance Payment . In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive a lump sum severance payment, in cash, without discount, equal to the sum of (a) the product of (x)

___ months and (y) the Executive’s Monthly Base Salary and (b) the Executive’s Average Bonus.

     3.2 Pro Rata Current Year Bonus . The Company shall pay to the Executive a pro rata portion of the Executive’s current year bonus equal to the product of (a) the Current Year Bonus and (b) a fraction, the numerator of which is the number of days in the fiscal year prior to the occurrence of both a Change in Control and a Triggering Event, and the denominator of which is the total number of days in such fiscal year. For purposes of this Agreement, “Current Year Bonus” means the. greater of (x) the current percentage of annual base salary to which the Executive would have been entitled for the fiscal year that includes the Date of Termination under any bonus plan or program then in effect or (y) ___ percent of the Executive’s current base salary.

     3.3 Reimbursement for COBRA Premiums . If the Executive elects to receive continued coverage under the Company’s group health plans(s) after the Date of Termination pursuant Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (COBRA), the Company shall pay or promptly reimburse Executive for the cost of required premiums payable by the Executive for such Coverage during the period of such coverage, but not for a period extending beyond ___ months after the Date of Termination.

     3.4 Accrued Compensation and Other Benefits . To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive his or her Accrued Compensation and any other benefits to which the Executive is entitled.

     4.  Limitations on Payments and Benefits . Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however that the reduction provided for the by the foregoing provisions of this Section 4 shall apply and be made only if (a) the net amount of such Total Benefits, as so reduced (and after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such reduced Total Benefits), is greater than (b) the excess of (i) the net amount of such Total Benefits, without reduction (but after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such Total Benefits), over (ii) the amount of Excise Tax to which the Executive would be subject in respect of such Total Benefits. All determinations required to be made under this Section 4 shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior to any reduction in the Executive’s Total Benefits pursuant to this Section 4, (a) Tax Counsel shall provide the Executive and the Company with a report setting forth its calculations and containing related supporting information, and (b) the Executive shall be entitled to specify which component(s) of the Total Benefits shall be reduced in order to comply with the terms of this Section 4.

     5.  Timing of Payments . The payments provided for in Sections 3.1 and 3.2 shall be made on the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the payment of such remainder) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the repayment of such excess).

     6.  Termination Procedures .

     6.1 Notice of Termination . After a Change in Control, any termination of the Executive’s employment (other than by reason of death) must be preceded by a written Notice of Termination from the terminating party to the other party hereto in accordance with Section 7.6 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall (a) specify the date of termination (the “Date of Termination”) which shall not be more than sixty (60) days from the date such Notice of Termination is given, (b) indicate the notifying party’s opinion regarding the specific provisions of this Agreement that will apply upon such termination and (c) set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of the provisions indicated. Termination of the Executive’s employment shall occur on the specified Date of Termination even if there is a dispute between the parties relating to the provisions of this Agreement applicable to such termination.

     6.2 Dispute Concerning Applicable Termination Provisions . If within thirty (30) days of receiving the Notice of Termination the party receiving such notice notifies the other party that a dispute exists concerning the provisions of this Agreement that apply to such termination, the dispute shall be resolved either by mutual written agreement of the parties or by expedited commercial arbitration under the rules of the American Arbitration Association. The parties shall pursue the resolution of such dispute with reasonable diligence. Within five (5) days of such a resolution, any party owing any payments pursuant to the provisions of this Agreement shall make all such payments together with interest accrued thereon at the rate provided in Section 1274(b)(2)(B) of the Code.

     7.  Miscellaneous .

     7.1 Section 409A . Notwithstanding anything in this Agreement to the contrary, to the extent required to comply with Section 409A of the Code, any payment of deferred compensation (within the meaning of Section 409A of the Code) hereunder on account of the Executive’s separation from service (within the meaning of Section 409A of the Code) shall not be paid before the date that is six months after the date of the separation from service (or, if earlier, the Executive’s death). Any payment(s), benefits and streams of payments and benefits to the Executive which would have commenced during such six-month period shall commence on the first day following the end of such period and the term over which any stream of

payments or benefits shall be made shall run from the delayed commencement date for its full term such that the delayed commencement shall not shorten the term over which any payments or benefits hereunder are provided. The Executive and the Company will cooperate in good faith in making such amendments to this Agreement, if any, as may be necessary or appropriate in order for the payments and benefits to which the Executive is entitled hereunder to comply with Section 409A of the Code.

     7.2 No Mitigation . The Company agrees that, if the Executive’s employment by the Company is terminated in a manner that results in the payment of Severance Benefits hereunder, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     7.3 Successors . In addition to any obligations imposed by law upon any successor to the Company, the Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation, operation of law, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; in the event of such a succession, references to the “Company” herein shall thereafter be deemed to include such successor. Failure of the Company to obtain such assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment and thereafter to receive Severance Benefits, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

     7.4 Incompetency . Any benefit payable to or for the benefit of the Executive, if legally incompetent, or incapable of giving a receipt therefor, shall be deemed paid when paid to the Executive’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company.

     7.5 Death . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7.6 Notices . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either

party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

EntreMed, Inc.
9640 Medical Center Drive,
Rockville, Maryland 20850
Attention: Director of Human Resources

To the Executive:

__________________
c/o EntreMed, Inc.
9640 Medical Center Drive,
Rockville, Maryland 20850

     7.7 Modification, Waiver . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board or its delegee. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

     7.8 Entire Agreement . No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

     7.9 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Maryland without regard to principles of conflicts of laws thereof.

     7.10 Statutory Changes . All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections.

     7.11 Withholding . Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.

     7.12 Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

     7.13 No Right to Continued Employment . Nothing in this Agreement shall be deemed to give any Executive the right to be retained in the employ of the Company, or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.

     7.14 No Assignment of Benefits . Except as otherwise provided herein or by law, no right or interest of any Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Executive under this Agreement shall be liable for, or subject to, any obligation or liability of such Executive.

     7.15 No Duplication of Benefits . Notwithstanding any other provision of this Agreement to the contrary, if the Company is obligated by law or by contract (other than under this Agreement), to pay severance pay, a termination indemnity, notice pay, or the like, or if the Company is obligated by law or by contract to provide advance notice of separation (“Notice Period”), then any Severance Benefits hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any pay received with respect to any Notice Period. To the extent that the Executive is entitled to a severance payment, pro rata current year bonus, and/or reimbursement for COBRA premiums under Section 3 of this Agreement, the Executive shall not receive payment of such amounts pursuant to Section 8(d) of the Executive’s Employment Agreement, as it may be amended from time to time or any other employment or severance agreement entered into between the Executive and the Company.

     7.16 Nondisclosure . During the Executive’s employment with the Company and thereafter, the Executive shall not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, other than (i) information that is generally known in the Company’s industry or acquired from public sources, (ii) as required in the course of such employment, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of the Company.

     7.17 Headings . The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Agreement, and shall not be employed in the construction of this Agreement.

     8.  Definitions .

     8.1 “ Accrued Compensation ” means all amounts of compensation for services rendered by the Executive to the Company or any affiliate that have been earned or accrued through the Date of Termination but that have not been paid as of the Date of Termination, including (i) base salary, (ii) reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by the Executive on behalf of the Company during the period ending on the Date of Termination, and (iii) vacation pay.

     8.2 “ Average Bonus ” means the average of the two most recent annual bonuses paid to the Executive by the Company.

     8.3 “ Board ” means the Board of Directors of the Company.

     8.4 “ Cause ” shall mean the Executive’s:

          (a) refusal to perform any material duties reasonably required of the Executive by the Board (other than by reason of Disability), after reasonable demand for substantial performance is delivered by or on behalf of the Board specifically identifying the manner in which the Board believes the Executive has not performed his or her duties;

          (b) conviction involving personal dishonesty or moral turpitude;

          (c) perpetration of a dishonest act against or breach of fiduciary duty toward the Company;

          (d) willful act or omission that is injurious in any material respect to the financial condition or business reputation of the Company; or

          (e) habitual drunkenness or drug addiction.

     8.5 A “ Change in Control ” shall mean:

          (a) any Person or Persons acting together, excluding the employee benefit plans of the Company, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Company representing fifty one percent (51%) or more of the combined voting power of the Company’s then outstanding securities;

          (b) the Company consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Company ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Company’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

          (c) the shareholders of the Company approve a plan of complete liquidation or winding-up of the Company or the Company consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets; or

          (d) during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

     8.6 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     8.7 “ Coverage Period ” means the period commencing on the date on which a Change in Control occurs and ending on the second anniversary date thereof.

     8.8 “ Date of Termination ” has the meaning assigned to such term in Section 6.1 hereof.

     8.9 “ Disability ” means the Executive’s total and permanent disability under the Company’s long-term disability plan or policy applicable to the Executive such that the Executive becomes eligible to receive long-term disability benefits thereunder.

     8.10 “ Employment Agreement ” means that certain Employment Agreement entered into by and between the Company and the Executive, dated June 15, 2004.

     8.11 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

     8.12 “ Excise Tax ” has the meaning assigned to such term in Section 4 hereof.

     8.13 “ Good Reason ” means the occurrence during the Coverage Period of any of the following events:

          (a) the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities immediately prior to the Change in Control or any other action by the Company which results in a diminution in any material respect in such position, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith that is remedied by the Company promptly after receipt of written notice thereof given by the Executive;

          (b) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof, unless such change was applicable to all senior executives of the Company;

          (c) the Company’s requiring the Executive to be based at any office or location that is more than fifty (50) miles from the Executive’s office or location as of immediately prior to the Change in Control;

          (d) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, disability or other welfare plans in which the Executive was participating as of immediately prior to the Change in Control, unless such change was applicable to all senior executives of the Company;

          (e) the failure by the Company to pay to the Executive any deferred compensation when due under any deferred compensation plan or agreement applicable to the Executive; or

          (f) the failure by the Company to honor in any material respect the terms and provisions of this Agreement.

     8.14 “ Monthly Base Salary ” means the greater of one twelfth of (a) the Executive’s highest annual base salary in effect during the one (1) year period preceding a Change in Control or (b) the Executive’s highest annual base salary in effect during the one (1) year period preceding the Executive’s Date of Termination.

     8.15 “ Notice of Termination ” shall have the meaning assigned to such term in Section 6.1 hereof.

     8.16 “ Notice Period ” has the meaning assigned to such term in Section 7.15 hereof.

     8.17 “ Person ” shall have the meaning given in Section 3(a)(9) of the Exchange Act and shall also include any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

     8.18 “ Severance Benefits ” has the meaning assigned to such term in Section 3 hereof.

     8.19 “ Tax Counsel ” has the meaning assigned to such term in Section 4 hereof.

     8.20 “ Total Benefits ” has the meaning assigned to such term in Section 4 hereof.

     8.21 “ Triggering Event ” means (a) the termination of the Executive’s employment by the Company at any time during the Coverage Period, other than a termination for Cause or a termination due to the Executive’s Disability or death or (b) a termination of the Executive’s employment by the Executive at any time during the Coverage Period for Good Reason upon thirty (30) days prior written notice to the Company setting forth such Good Reason.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer, thereunto duly authorized, and the Executive has executed this Agreement, all as of the day and year first above written.

Exhibit 10.2

[ENTREMED LETTERHEAD]

March 29, 2007

James S. Burns
President and Chief Executive Officer
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850

     Re: Amendment to Employment Agreement Effective as of June 15, 2004

Dear Jim:

     This letter is to confirm the proposed amendment to the terms of your employment agreement, effective as of June 15, 2004 (the “Agreement”). The Compensation Committee approved this amendment on March 9, 2007. Capitalized terms used in this letter without definition have the meanings set forth in the Agreement.

     Section 9 of your Agreement provides that you may resign during the Term for “Good Reason.”

     We propose to amend and restate the first sentence of Section 9 as follows:

     “If Executive has Good Reason during the Term, Executive may resign at any time during the Term by providing at least thirty (30) days prior written notice to the Company that specifies the reason for, and the effective date of, his termination.”

     If you resign for Good Reason, the resignation is treated as a termination without Cause, and you are entitled to the compensation and other benefits specified in the Agreement. Good Reason is currently defined in Section 10(e) of the Agreement to mean the occurrence of specified events after a “Change in Control.”

     We propose to amend and restate Section 10(e) of the Agreement as follows:

(e) “ Good Reason” shall mean the occurrence of any of the following events: (A) the assignment to Executive of any duties inconsistent in any material respect with Executive’s position, authority, duties or responsibilities or any other action by the Company which results in a diminution in any material respect in such position, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith that is remedied by the Company promptly after receipt of written notice thereof given by Executive; (B) a reduction by the Company in Executive’s annual Base Salary as in effect on the date hereof, or subsequently in effect hereunder, except as agreed to by Executive, unless such change was applicable to all senior executives of the

Company; (C) the Company’s requiring Executive to be based at any office or location that is more than fifty (50) miles from Executive’s office or location as of the date hereof; (D) the failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by him under any of the Company’s pension, life insurance, medical, health and accident, disability or other welfare plans in which he was participating, unless such change was applicable to all senior executives of the Company; (E) the failure by the Company to pay to Executive any deferred compensation when due under any deferred compensation plan or agreement applicable to him; or (F) the failure by the Company to honor in any material respect the terms and provisions of this Agreement.

     If the amendment to Section 10(e) is acceptable to you, please countersign this letter in the space indicated below. This amendment to the Agreement will be effective on the date of your signature. All other terms and conditions of the Agreement will remain in full force and effect.

Exhibit 10.3

April 9, 2007

Mr. Dane Saglio
Chief Financial Officer
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850

Dear Dane,

The Compensation Committee has approved a one-year extension of your Employment Agreement (the “Agreement”) for the period commencing July 1, 2007 through June 30, 2008.

All other terms of your Agreement remain in effect.

Please acknowledge your acceptance of the one-year extension by countersigning in the space below. This amendment to the Agreement will be effective on the date of your signature.

I look forward to continuing working with you.

Agreed to and Accepted as of the 16 ^th day of April, 2007:

Exhibit 10.4

[ENTREMED LETTERHEAD]

March 29, 2007

Carolyn F. Sidor, M.D.
Vice-President and Chief Medical Officer
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850

     Re: Amendment to Employment Agreement Effective as of December 1, 2004

Dear Carolyn:

     This letter is to confirm the proposed amendment to the terms of your employment agreement, effective as of December 1, 2004 (the “Agreement”). The Compensation Committee approved this amendment on March 9, 2007. Capitalized terms used in this letter without definition have the meanings set forth in the Agreement.

     We propose to amend and restate Section 10(c)(B) of the Agreement as follows:

“(B) a reduction by the Company in Executive’s annual Base Salary as in effect on the date hereof or subsequently in effect hereunder, except as agreed to by Executive, unless such change was applicable to all senior executives of the Company;”

     If the amendment to Section 10(c)(B) is acceptable to you, please countersign this letter in the space indicated below. This amendment to the Agreement will be effective on the date of your signature. All other terms and conditions of the Agreement will remain in full force and effect.

Accepted and Agreed as of April 16, 2007

Exhibit 10.5

[ENTREMED LETTERHEAD]

March 29, 2007

Cynthia Wong Hu
Vice-President, General Counsel and Secretary
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850

     Re: Amendment to Employment Agreement Effective as of June 1, 2006

Dear Cynthia:

     This letter is to confirm the proposed amendment to the terms of your employment agreement, effective as of June 1, 2006 (the “Agreement”). The Compensation Committee approved this amendment on March 9, 2007. Capitalized terms used in this letter without definition have the meanings set forth in the Agreement.

     We propose to amend and restate Section 10(c)(ii) of the Agreement as follows:

“(ii) a reduction by the Company in Executive’s annual Base Salary as in effect on the date hereof or subsequently in effect hereunder, except as agreed to by Executive, unless such change was applicable to all senior executives of the Company;”

     If the amendment to Section 10(c)(ii) is acceptable to you, please countersign this letter in the space indicated below. This amendment to the Agreement will be effective on the date of your signature. All other terms and conditions of the Agreement will remain in full force and effect.

Accepted and Agreed as of April 16, 2007

Exhibit 10.6

[ENTREMED LETTERHEAD]

March 29, 2007

Marc Corrado
Vice-President, Corporate Development
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850

     Re: Amendment to Employment Agreement Effective as of May 20, 2005

Dear Marc:

     This letter is to confirm the proposed amendment to the terms of your employment agreement, effective as of May 20, 2005 (the “Agreement”). The Compensation Committee approved this amendment on March 9, 2007. Capitalized terms used in this letter without definition have the meanings set forth in the Agreement.

     We propose to amend and restate Section 10(c)(B) of the Agreement as follows:

“(B) a reduction by the Company in Executive’s annual Base Salary as in effect on the date hereof or subsequently in effect hereunder, except as agreed to by Executive, unless such change was applicable to all senior executives of the Company;”

     If the amendment to Section 10(c)(B) is acceptable to you, please countersign this letter in the space indicated below. This amendment to the Agreement will be effective on the date of your signature. All other terms and conditions of the Agreement will remain in full force and effect.

Accepted and Agreed as of April 16, 2007

Exhibit 10.7

OPTION NUMBER:
OPTIONEE:
DATE OF GRANT:
EXERCISE PRICE:
COVERED SHARES:
EXPIRATION DATE:

EntreMed, Inc. 2001 Long-Term Incentive Plan
Non-Qualified Stock Option Grant Agreement

     1.  Definitions . Capitalized terms not otherwise defined in this Agreement have the meanings set forth in the 2001 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

     2.  Grant of Option . Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares of Common Stock identified as the “Covered Shares” set forth above, exercisable at the “Exercise Price” set forth above (as it may be adjusted from time to time pursuant to Section 4 hereof).

     3.  Terms of the Option .

          3.1 Type of Option . The Option is intended to be a nonstatutory stock option under Section 422 of the Code.

          3.2 Option Period; Exercisability . The Option may be exercised in whole shares during the period commencing on the Date of Grant and terminating on the Expiration Date set forth above.

          3.3 Nontransferability . The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

          3.4 Payment of the Exercise Price . The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price by any or all of the following means, either alone or in combination:

               (a) cash or check payable to the order of the Corporation;

               (b) if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivery (either actual or constructive) of shares of unencumbered Common Stock (provided that such shares, if acquired under the Option or under any other option or award granted under the Plan or any other plan

sponsored or maintained by the Corporation, have been held by the Optionee for at least six months or such other period as determined by the Administrator) that have an aggregate Fair Market Value on the date of exercise (“Date of Exercise”) equal to that portion of the Exercise Price being paid by delivery of such shares; or

               (c) if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to deliver to the Corporation cash equal to the Exercise Price for that portion of the Option being exercised.

     4.  Capital Adjustments . The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation. Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

     5.  Exercise .

          5.1 Notice . The Option shall be exercised, in whole or in part by the delivery to the Corporation of written notice of such exercise, in such form as the Adminstrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised. Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

          5.2 Withholding . The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements. The Optionee may satisfy any such withholding obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, authorizing the Corporation to withhold shares of Common Stock from the shares otherwise issuable to the Optionee upon exercise of the Option; or (c) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivering to the Corporation already-owned and unencumbered shares of Common Stock. For purposes of this Section 5.2, shares of Common Stock that are withheld or delivered to satisfy applicable withholding taxes shall be valued at their Fair Market Value on the date the withholding tax obligation arises, and in no event shall the aggregate Fair Market Value of the shares of Common Stock withheld and/or delivered pursuant to this Section 5.2 exceed the minimum amount of taxes required to be withheld in connection with exercise of the Option.

          5.3 Effect . The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

          5.4 Restrictions on Exercise . Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

     6.  Legends . The Optionee agrees that the certificates evidencing the shares of Common Stock issued upon exercise of the Option may include any legend which the Adminstrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws.

     7.  Rights as Stockholder . The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless a certificate or certificates representing such shares are issued to the Optionee pursuant to this Agreement.

     8.  Service . Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation to employ or retain the Optionee for any period.

     9.  Subject to the Plan . The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement. In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

     10.  Governing Law . The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the State of Maryland without giving effect to the principles of conflicts of laws.

     11.  Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

“EXHIBIT A”
EXERCISE OF OPTION

Board of Directors
EntreMed, Inc.

Gentlemen:

          The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) identified as Option No. ___—___ granted pursuant to the EntreMed, Inc. 2001 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of EntreMed, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $______ in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

		o    Cash or Check:
		o    Common Stock:
		o    Brokerage Transaction:

          The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

		o    Cash or Check:
		o    Withholding of Common Stock:
		o    Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Plan and the Agreement:

Date:
				(Signature of Optionee)

Date received by EntreMed, Inc.:                     

Received by:                                    

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.

Exhibit 10.8

OPTION NUMBER:
OPTIONEE:
DATE OF GRANT:
EXERCISE PRICE:
COVERED SHARES:

EntreMed, Inc. 2001 Long-Term Incentive Plan
Non-Qualified Stock Option Grant Agreement

     1.  Definitions . Except as otherwise defined in the Plan, in this Agreement, capitalized terms used herein shall have the following meanings:

          1.1 “Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an employment or confidentiality or nondisclosure agreement, (d) breach of fiduciary duty to the Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation, or (g) conviction of a felony or crime involving moral turpitude. All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

          1.2 “Change of Control” means, and shall be deemed to have occurred, if:

               (a) any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation’s then outstanding securities;

               (b) the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

               (c) the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets; or

               (d) during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

          1.3 “Covered Shares” means the shares of Common Stock subject to the Option.

          1.4 “Date of Exercise” means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

          1.5 “Date of Expiration” means the date on which the Option shall expire, which shall be the earliest of the following times:

               (a) the date of the first notification to the Optionee that the Optionee’s Service is terminated by the Corporation or an Affiliate for Cause;

               (b) ninety (90) days after termination of the Optionee’s Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability;

               (c) one (1) year after termination of the Optionee’s Service with the Corporation or an Affiliate by reason of death or Disability or

               (d) ten years after the Date of Grant.

          1.6 “Date of Grant” means the date set forth at the beginning of this Agreement.

          1.7 “Disability” means total and permanent disability under Section 22(e)(3) of the Code or the Optionee’s becoming entitled to long-term disability benefits under the long-term disability plan or policy of the Corporation and/or its Affiliates that covers the Optionee.

          1.8 “Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.

          1.9 “Option” means the stock option granted to the Optionee in Section 2 of this Agreement.

          1.10 “Optionee” means the person identified on page 1 of this Agreement.

          1.11 “Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

          1.12 “Plan” means the EntreMed, Inc. 2001 Long-Term Incentive Plan, as amended from time to time.

          1.13 “Service” means, if the Optionee is (a) an employee of the Corporation and/or any of its Affiliates (as determined by the Administrator in its discretion), the Optionee’s service as an employee of the Corporation and/or any of its Affiliates or (b) a consultant or independent contractor to the Corporation or any of its Affililiates (as determined by the Administrator in its discretion), the Optionee’s service as a consultant or independent contractor to the Corporation and/or any of its Affiliates. The Optionee’s Service shall not be treated as having terminated if the capacity in which the Optionee provides Service, as described in the preceding sentence, changes, provided that the Optionee’s Service is continuous notwithstanding such change.

     2.  Grant of Option . Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares identified as the “Covered Shares” on page 1 of this Agreement, exercisable at the Exercise Price.

     3.  Terms of the Option .

          3.1 Type of Option . The Option is intended to be a nonstatutory stock option under Section 422 of the Code.

          3.2 Option Period; Exercisability . The Option may be exercised in whole shares during the period commencing on the Date of Grant and terminating on the Date of Expiration, as follows:

               (a) beginning on the Date of Grant, the Option may be exercised as to a maximum of twenty-five percent (25%) of the Covered Shares;

               (b) beginning on each anniversary of the Date of Grant, the Option may be exercised as to an additional twenty-five percent (25%) of the Covered Shares until the Option is exercisable as to all of the Covered Shares.

     Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon become exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares. In no event shall the number of Covered Shares as to which the Option is exercisable increase after termination of the Optionee’s Service.

          3.3 Nontransferability . The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

          3.4 Payment of the Exercise Price . The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price by any or all of the following means, either alone or in combination:

               (a) cash or check payable to the order of the Corporation;

               (b) if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivery (either actual or constructive) of shares of unencumbered Common Stock (provided that such shares, if acquired under the Option or under any other option or award granted under the Plan or any other plan sponsored or mentioned by the Corporation, have been held by the Optionee for at least six months or such other period as determined by the Administrator) that have an aggregate Fair Market Value on the Date of Exercise equal to that portion of the Exercise Price being paid by delivery of such shares; or

               (c) if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to deliver to the Corporation cash equal to the Exercise Price for that portion of the Option being exercised.

     4.  Capital Adjustments . The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation. Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

     5.  Exercise .

          5.1 Notice . The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised. Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

          5.2 Withholding . The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements. The Optionee may satisfy any such withholding obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, authorizing the Corporation to withhold shares of Common Stock (other than Unvested Shares) from the shares otherwise issuable to the Optionee upon exercise of the Option; or (c) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivering to the Corporation already-owned and unencumbered shares of Common Stock. For purposes of this Section 5.2, shares of Common Stock that are withheld or delivered to satisfy applicable withholding taxes shall be valued at their Fair Market Value on the date the withholding tax obligation arises, and

4

in no event shall the aggregate Fair Market Value of the shares of Common Stock withheld and/or delivered pursuant to this Section 5.2 exceed the minimum amount of taxes required to be withheld in connection with exercise of the Option.

          5.3 Effect . The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

          5.4 Restrictions on Exercise . Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

     6.  Legends . The Optionee agrees that the certificates evidencing the shares of Common Stock issued upon exercise of the Option may include any legend which the Administrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws.

     7.  Rights as Stockholder . The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless a certificate or certificates representing such shares are issued to the Optionee pursuant to this Agreement.

     8.  Service . Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation to employ or retain the Optionee for any period.

     9.  Subject to the Plan . The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement. In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

     10.  Governing Law . The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the State of Maryland without giving effect to the principles of conflicts of laws.

     11.  Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

“EXHIBIT A”
EXERCISE OF OPTION

Board of Directors
EntreMed, Inc.

Ladies and Gentlemen:

          The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) identified as Option No. ___—___ granted pursuant to the EntreMed, Inc. 2001 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of EntreMed, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $ ______ in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

		o		Cash or Check:
		o		Common Stock:
		o		Brokerage Transaction:

          The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

		o		Cash or Check:
		o		Withholding of Common Stock:
		o		Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Date received by EntreMed, Inc.:                                           

Received by:                                           

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.