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|   | Selected      Value Therapeutics I, LLC                          |                             |
|--------|------------------------------------------------------------------|----------------------------------|
|   |                                                             |                             |
|   | By:      Selected Value Therapeutics GP, LLC, its managingmember |
|   |                                                             |                             |
|   | By:                                                         | /s/ ******                       |   |
|   |                                                             | Name: ******                |   |
|   |                                                             | Title: Managing      Member |   |

|   | EntreMed      Inc. |                              |
|--------|--------------------|-----------------------------------|
|   |               |                              |
|   | By:           | /s/ Michael Tarnow                |   |
|   |               | Name: Michael      M. Tarnow |   |
|   |               | Title:      Executive Chairman    |   |

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| I.      Product          |   | ENMD’s      proprietary drug product, ENMD-2076 (the “Product”)      ***********.                                                                                                                                                                                                                                                     |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
| II.      Licensed Rights |   | ENMD      will grant SVT an exclusive license (to the exclusion of all third      parties, including ENMD and its affiliates) to use, develop, import, offer      for sale, market, commercialize, distribute and sell Product for use in      the Field throughout the Territory under the following Licensed      Rights:                             |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
|                     |   | (I)                                                                                                                                                                                                                                                                                                                                                     | Patents:      Existing Chinese Patent Application No. 200680044656.7, filed September      29, 2006, and Hong Kong Patent Application No. 081129878.4 filed November      17, 2008; together with all other ENMD patent applications (divisionals,      continuations-in-part, reissues, renewals, etc.) pending in respect of the      Product for use in the Field in any jurisdiction in the Territory;      and |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (II)                                                                                                                                                                                                                                                                                                                                                    | Know-How:      All information and data provided by ENMD to SVT and related to ENMD-2076      in the Territory under the License Agreement. |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
|                     |   | The      License Agreement shall provide that the Patents and Know-How shall be and      remain the property of ENMD, subject to the exclusive Licensed Rights      granted to SVT thereunder.                                                                                                                                                          |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
| III.      Improvements   |   | Any      Improvements to the Patents and Know-How shall be and remain the property      of ENMD.                                                                                                                                                                                                                                                        |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
| IV.      Field           |   | ENMD-2076      as a single ingredient Product for treatment of cancer in humans (the      “Field”). Combination of the Product with other active drug ingredients      will result in a new product from a regulatory point of view and will be      made part of the license to SVT on terms to be included in the License      Agreement. |
|                     |   |                                                                                                                                                                                                                                                                                                                                                    |
| V.      Territory        |   | People’s      Republic of China, including Hong Kong and Macau; and    Taiwan.                                                                                                                                                                                                                                                                    |

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| VI.      Sublicensing, Subcontracting and Distribution |   | SVT      may not sublicense or subcontract to any third party, or appoint any      distributor, except with the prior written consent of ENMD, which may not      be unreasonably withheld or delayed. For any sublicense granted, SVT will      pay to ENMD ********.                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| VII.      Agreement Payments                           |   | SVT      will make the following payments to ENMD under the License      Agreement:******************************************************************                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| VIII.      Reports                                     |   | The      License Agreement will contain reporting requirements for SVT,      including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                   |   | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Quarterly      clinical trial and other development cost reports; |
|                                                   |   | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Quarterly      clinical trial progress reports; |
|                                                   |   | (III)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Monthly      sales reports vs. forecast and budget; |
|                                                   |   | (IV)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Quarterly      royalty reports including payments; and |
|                                                   |   | (V)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Periodic      progress reports in respect of applications for marketing approvals      throughout the Territory; |
|                                                   |   | in      each case, broken down on a jurisdiction-by-jurisdiction basis. All      reports will be subject to audit or review by ENMD or an      appointee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| IX.      Clinical development                     |   | SVT      will be responsible for all clinical development and regulatory costs      related to obtaining regulatory approval in the Territory, pursuant to a      Development Plan to be agreed upon by the parties and attached to the      License Agreement, with such changes as the parties agree to make from      time to time. It is understood that SVT will have control of the necessary      regulatory submissions to the SFDA. Any clinical trial will be carried out      by a CRO mutually acceptable to SVT and ENMD, each acting reasonably, and      selection of sites for clinical trials will be mutually agreed upon by SVT      and ENMD, each acting reasonably. |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| X.      Product registrations                     |   | SVT      will be responsible for obtaining and maintaining product registrations in      the Territory and will carry the administrative costs and SVT personnel      costs associated with this responsibility. SVT will own the product      registrations in the Territory subject to reversion to ENMD upon      termination of the license.                                                                                                                                                                                                                                                                                                                                          |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| XI.      Sales and Marketing                           |   | SVT      will be responsible for all selling costs associated with the Product      under the License Agreement (sales, marketing, advertising, promotion,      etc). SVT will ensure that in each jurisdiction of the Territory at the      time of Product launch sales representatives will be trained and ready.      Sales and marketing plans will be presented once yearly to joint marketing      committee meetings.The      License Agreement will provide for standard diligence requirements      including but not limited to objectively measurable performance criteria      for SVT.                                                                                      |
|                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| XII.      Supply of Product                            |   | ENMD      will be the exclusive manufacturer and supplier (either directly or      through an Affiliate or contract manufacturer of its choice) of the      Product under the License Agreement. Backup manufacturing capability to be      discussed in the event ENMD cannotsupply.                                                                                                                                                                                                                                                                                                                                                                                                     |

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| XIII.      Supply Price                     |   | The      supply price for ENMD-2076 will be finalized as a part of the License      Agreement, and be based on      ********************************************************.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XIV.      Committee(s)                      |   | The      parties will form a Joint Steering Committee to govern the activities of      the parties as they relate to the Product. Specifically, the Joint      Steering Committee will have oversight of development of the Product in      the Territory. The Joint Steering Committee will oversee the development      and obtaining regulatory approval of the Product in the Territory pursuant      to a Development Plan approved by the Joint Steering Committee and      EntreMed. Any amendments to the Development Plan would require approval of      the Joint Steering Committee and EntreMed. The Joint Steering Committee      and EntreMed will oversee the supply and manufacture of API and Licensed      Product formulations for the Territory as part of the Development Plan.      The Joint Steering Committee will meet on a regular basis, but at least      every 6 months until the last marketing approval of the Product in the      Territory. In the event of a dispute which cannot be resolved by the      senior executives of both parties acting in good faith, ENMD will make the      final decision. |
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XV.      Rights of First Refusal            |   | *************************                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XVI.      Non-competition                   |   | Throughout      the term of the License Agreement, subject to applicable law in the      Territory, SVT will not commercialize any competing cancer products for      use in humans in the Territory; it being understood that, in consideration      for the exclusive rights to be granted under the License Agreement, ENMD      will be entitled to the broadest non-competition protection legally      available in specific jurisdictions throughout the Territory. SVT and its      sublicensees shall use a level of effort in developing and commercializing      the Product that is equal to or greater than that of any other product      that it is then developing or commercializing, and SVT and its      sublicensees may not reduce its level of such effort as a result of any      other cancer product that it is then developing or      commercializing.                                                                                                                                                                                                                                                            |
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XVII.      Standstill Agreement             |   | A      standstill agreement, pursuant to which SVT undertakes not to attempt,      directly or indirectly, to obtain control of ENMD during the term of the      License Agreement, will be negotiated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XVIII.      Term; Termination               |   | The      Licenses granted under the License Agreement will remain in force for as      long as SVT or its affiliates, distributors and/or sublicensees sell      Product subject always to normal course termination rights of the Parties      in respect of breach, insolvency, etc. ENMD will have the right to      terminate the License Agreement if SVT has not commenced clinical      development of the Product within six months of the submission by ENMD of      an NDA filing in the US.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| XIX.      Governing Law; Dispute Resolution |   | These      Material Terms and the License Agreement will be governed by and      interpreted in accordance with the laws of the State of New York. The      License Agreement will also contain an alternative dispute resolution      clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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| XX.      Miscellaneous          |   | The      License Agreement will contain normal course provisions relating to, among      other things, diligence requirements with respect to Product development      and marketing activities, amendment of royalty rate due to post grant      events such as loss of patent protection or other competition,      representations and warranties, early termination, indemnification,      assignment, change of control and confidentiality.                                                                                                                                                           |
|---------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| XXI.Confidentiality             |   | No      disclosure or announcement, public or otherwise, in respect of the matters      contained in these Material Terms, will be made by any other party hereto      without the prior agreement of the other party as to timing, content, and      methods, provided that the obligations herein will not prevent any party      from making, after consultation with the other party, such disclosure as      its counsel advises is required by any applicable laws or      regulations.                                                                                                               |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| XXII.      Assignment           |   | The      License Agreement will not be assignable by SVT without the prior written      consent of ENMD, which consent will not be unreasonably withheld or      delayed. Notwithstanding the foregoing, SVT may make such an assignment      without ENMD consent to its affiliates or to a successor to substantially      all of the business of SVT to which the License Agreement relates, whether      pursuant to a merger, sale of stock, sale of assets or other      transaction.                                                                                                                 |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| XXIII.      Currency; Inflation |   | All      references to Dollars and to $ herein shall be to the currency of the      United States Dollar. Milestone payments referred to herein shall be      indexed to an inflationary measure to be agreed between the      parties.                                                                                                                                                                                                                                                                                                                                                                     |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| XXIV.      Expenses             |   | Each      party will be responsible for its and its financial and legal advisors’      expenses associated with the transactions referred to    herein.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| XXV.      Binding Terms         |   | The      provisions entitled “Confidentiality” and “Expenses” in these Material      Terms shall be binding on the parties hereto. No other portion of these      Material Terms are intended at the date hereof to represent enforceable      provisions, unless and until the parties negotiate a License Agreement if      and when SVT exercises its Right as set forth in the China Rights      Agreement. The terms of this Material Terms document will be binding at      such time to the extent that the parties agree to such terms as part of a      License Agreement. |

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