<PAGE>   1
                                ANALOG AGREEMENT

         This Analog Agreement (the "Agreement") dated as of August 6, 2001 (the
"Effective Date"), is entered into by and between CHILDREN'S MEDICAL CENTER
CORPORATION, a corporation duly organized and existing under the laws of the
Commonwealth of Massachusetts and having its principal office at 300 Longwood
Avenue, Boston, Massachusetts 02115, U.S.A. (hereinafter referred to as "CMCC"),
and ENTREMED, INC., a corporation duly organized under the laws of Delaware and
having its principal office at 9640 Medical Center Drive, Rockville, MD 20850
(hereinafter referred to as "ENTREMED").

                                   WITNESSETH

         WHEREAS, CMCC is the owner of certain "Patent Rights" (as later defined
herein), and has the right to grant licenses under said Patent Rights;

         WHEREAS, the Patent Rights were originally licensed by CMCC to ENTREMED
pursuant to that certain License Agreement made and entered into May 26, 1994,
by and between CMCC and ENTREMED, as amended on August 23, 1995, December 2,
1997, December 3, 1998 and September 24, 1999 (as so amended, the "Original
License Agreement");

         WHEREAS, ENTREMED sublicensed the Patent Rights relating to Thalidomide
to Celgene Corporation, a corporation duly organized under the laws of Delaware
and having its principal office at 6 Powder Horn Drive, Warren, New Jersey 07059
("CELGENE"), pursuant to that certain Agreement dated as of December 9, 1998 by
and between ENTREMED and CELGENE (the "Celgene Agreement");

         WHEREAS, pursuant to that certain Purchase Agreement dated as of June
15, 2001 (the "Purchase Agreement") by and between ENTREMED and Bioventure
Investments kft, a company organized under the laws of Hungary ("BIOVENTURE"),
ENTREMED has agreed to sell, transfer and assign to BIOVENTURE all of its right,
title and interest relating to the Net Celgene Payments, as defined in the
Purchase Agreement, under the Celgene Agreement;

         WHEREAS, the Original License Agreement will be terminated, and CMCC
and ENTREMED will enter into this Agreement, pursuant to which CMCC will grant a
license to ENTREMED to the Patent Rights for use in the Non-Thalidomide Field
(as defined below).

[*] = CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A "*".



                                      -1-
<PAGE>   2


         WHEREAS, CMCC desires to have the Patent Rights utilized in the public
interest and is willing to grant a license thereunder;

         WHEREAS, CMCC has consented to the Purchase Agreement pursuant to the
CMCC Acknowledgment and Consent (the "CMCC Consent");

         WHEREAS, ENTREMED desires to obtain a license under the Patent Rights
upon the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, the parties hereto agree as follows:

                            ARTICLE I - DEFINITIONS

         For the purpose of this Agreement, the following words and phrases
shall have the following meanings:

1.1      "LICENSEE" shall mean ENTREMED and any Subsidiary or joint venture of
         ENTREMED.

1.2      "Sublicensee" shall mean any corporation, partnership or business
         organization which is not controlled directly or indirectly by LICENSEE
         but to whom LICENSEE transfers know-how, rights or products to enable
         said party to sell Licensed Products and/or Licensed Processes.

1.3      "Subsidiary" shall mean any corporation, company or other entity more
         than fifty percent (50%) of whose voting stock is owned or controlled
         directly or indirectly by ENTREMED.

1.4      "Patent Rights" shall mean all of the following CMCC intellectual
         property:


         1.4.1    United States and foreign patents and/or patent applications
                  listed in Appendix A;

         1.4.2    United States and foreign patents issued from the applications
                  listed in Appendix A and from divisionals and continuations of
                  these applications;

         1.4.3    Claims of U.S. and foreign continuation-in-part applications,
                  and of the resulting patents, which are directed to subject
                  matter that is described in the U.S. and foreign applications
                  listed in Appendix A in a manner that meets the requirements
                  of 35 U.S.C. Section 112;

         1.4.4    Claims of all later filed foreign patent applications, and of
                  the resulting patents, which are directed to subject matter
                  that is described in the United States patent and/or patent
                  applications listed in Appendix A in a manner that meets the
                  requirements of 35 U.S.C. Section 112; and


                                      -2-
<PAGE>   3

         1.4.5    Any reissues of United States patents described in Sections
                  1.4.1, 1.4.2 and 1.4.3 above.

1.5      A "Licensed Product" shall mean any product or part thereof which does
         not contain Thalidomide, alone or in combination, and which:

         1.5.1    Is covered in whole or in part by an issued, unexpired claim
                  or a pending claim contained in the Patent Rights in the
                  country in which any Licensed Product is made, used, or sold;

         1.5.2    Is manufactured by using a process which is covered in whole
                  or in part by an issued, unexpired claim or a pending claim
                  contained in the Patent Rights in the country in which any
                  Licensed Process is used or in which the Licensed Product is
                  used or sold.

1.6      A "Licensed Process" shall mean any process with application solely in
         the Non-Thalidomide Field and which is covered in whole or in part by
         an issued, unexpired claim or a pending claim contained in the Patent
         Rights.

1.7      "Net Sales" shall mean the gross amount invoiced for all sales of
         Licensed Products by LICENSEE or its Sublicensees or for any practice
         of the Licensed Processes by LICENSEE or its Sublicensees less:

         1.7.1    trade, quantity and cash discounts, allowed, incurred or
                  actually taken;

         1.7.2    sales taxes directly related to the sale to the extent
                  included in the gross invoice price;

         1.7.3    the portion of freight, postage and shipping insurance
                  expenses paid by LICENSEE;

         1.7.4    value added tax, sales or turnover tax, or excise taxes or
                  duties which are included in said invoiced amount;

         1.7.5    rebates accrued, incurred or paid to Federal Medicaid or State
                  Medicare and amounts exactly repaid or credited by reason of
                  rejections or the return of Licensed Products (due to recalls,
                  dating or other reasons) and retroactive deductions; and

         1.7.6    cost of export licenses and any taxes, fees or other charges
                  associated with the exportation or importation of Licensed
                  Products.

         1.7.7    No deductions shall be made for commissions paid to
                  individuals whether they be with independent sales agencies or
                  regularly employed by LICENSEE and on its payroll, or for the
                  cost of collections.

         1.7.8    Licensed Products shall be considered "sold" when billed out
                  or invoiced.


                                      -3-
<PAGE>   4


1.8      "New Thalidomide Agreement" shall mean that certain Agreement of even
         date herewith by and among CMCC, BIOVENTURE, CELGENE, and, for limited
         purposes thereof, LICENSEE.

1.9      "Non-Thalidomide Field" shall mean the use of any compound other than
         Thalidomide, alone or in combination, in humans or animals, including
         without limitation any and all diagnostic, prophylactic, therapeutic,
         and research and development uses.

1.10     "Thalidomide" shall mean a compound with the chemical structure
         described as 2-(2,6-Dioxo-3-piperidinyl)-1H-isoindole-1,3(2H)-dione, or
         as otherwise defined in the Merck Index, entry 9390, 12th ed., and
         pharmaceutically acceptable salts thereof.

                         ARTICLE II - GRANT OF LICENSE

2.1      CMCC hereby grants to LICENSEE an exclusive worldwide right and license
         in the Non-Thalidomide Field, subject to the provisions of Articles 2.3
         and 2.9 herein, to make, have made, use, lease, and sell the Licensed
         Products and to practice the Licensed Processes under the Patent
         Rights. CMCC shall retain a royalty-free, nonexclusive, irrevocable
         license to practice the Patent Rights for research purposes only.

2.2      LICENSEE agrees that it will use its best efforts to manufacture
         substantially in the United States the Licensed Products leased or sold
         in the United States.

2.3      The license granted in Article 2.1 is subject to a reserved
         nonexclusive right in CMCC to license the Patent Rights, including
         Licensed Products and Licensed Processes, to non-profit, non-commercial
         institutions for research purposes only. CMCC agrees to notify ENTREMED
         in writing of any such license grant. Subject only to this Article 2.3
         and Article 2.9 herein, CMCC hereby agrees that it shall not grant any
         other licenses, to make, have made, use, lease and/or sell Licensed
         Products or to utilize Licensed Processes during the period of time in
         which this Agreement is in effect.

2.4      LICENSEE shall have the right to enter into sublicensing agreements for
         the rights, privileges, and licenses granted hereunder. Such
         sublicenses will expire upon the expiration of LICENSEE's rights
         granted herein except as provided in Section 13.7.

2.5      LICENSEE agrees that any sublicense granted by it shall provide that
         the obligations to CMCC of Articles II, V, VII, VIII, IX, X, XII, XIII,
         and XV of this Agreement shall be binding upon the Sublicensee as if it
         were a party to this Agreement. LICENSEE further agrees to attach
         copies of such Articles to sublicense agreements. Further, LICENSEE
         hereby agrees that every



                                      -4-
<PAGE>   5


         sublicensing agreement to which it shall be a party and which shall
         relate to the rights, privileges and license granted hereunder shall
         contain a statement setting forth the event or date upon which
         LICENSEE'S exclusive rights, privileges and license hereunder shall
         terminate.

2.6      LICENSEE agrees to forward to CMCC a copy of any and all fully executed
         sublicense agreements, and further agrees to forward to CMCC annually a
         copy of such reports received by LICENSEE from its Sublicensees during
         the preceding twelve (12) month period under the sublicenses as shall
         be pertinent to a royalty accounting under said sublicense agreements.

2.7      LICENSEE shall not receive from Sublicensees anything of value in lieu
         of cash payments based upon payment obligations of any sublicense under
         this Agreement, without the express prior written permission of CMCC.

2.8      The license granted hereunder shall not be construed to confer any
         rights upon LICENSEE by implication, estoppel or otherwise as to any
         technology not specifically set forth in Appendix A hereof. Without
         limiting the generality of the foregoing, LICENSEE may not use the
         Patent Rights outside the Non-Thalidomide Field. Any use by LICENSEE of
         the Patent Rights outside the Non-Thalidomide Field shall constitute a
         breach of this Agreement and grounds for termination of this Agreement.

2.9      The license granted in Article 2.1 is subject to, and expressly limited
         by, any rights the United States government may have pursuant to Public
         Laws 96-517 and 98-620.

                          ARTICLE III - DUE DILIGENCE

3.1      LICENSEE shall use its best efforts to bring one or more Licensed
         Products or Licensed Processes to market through a thorough, vigorous
         and diligent program for exploitation of the Patent Rights. CMCC agrees
         that LICENSEE shall have complete control over all regulatory
         submissions of Licensed Products to the appropriate regulatory agencies
         worldwide. For each Licensed Product which LICENSEE intends to
         commercialize, LICENSEE shall provide CMCC with written notice of
         LICENSEE's interest in such commercialization (each such notice, a
         "Notice of Intent to Commercialize" and the date of each such notice, a
         "Product Notice Date"). LICENSEE shall provide CMCC with a Notice of
         Intent to Commercialize the first Licensed Product ("First Licensed
         Product") upon the Effective Date. Due diligence shall be demonstrated
         by LICENSEE or its Sublicensee attaining the following milestones for
         each Licensed Product:

         3.1.1    within * of the applicable Product Notice Date, the filing of
                  an IND (Investigational New Drug application) in the U.S. for
                  such Licensed Product;


                                      -5-
<PAGE>   6

         3.1.2    within * of the applicable Product Notice Date, the initiation
                  of Phase II trials of such Licensed Product;

         3.1.3    within * of the applicable Product Notice Date, the initiation
                  of Phase III trials of such Licensed Product; and

         3.1.4    within * of the applicable Product Notice Date, the submission
                  of an NDA (New Drug Application) or similar application to
                  gain regulatory approval for the marketing of such Licensed
                  Product.

3.2      LICENSEE acknowledges that the primary objective of CMCC with respect
         to the Licenses granted hereby is to promote the development and
         marketing of Licensed Products and Licensed Processes for the public
         good. To this end, CMCC shall have the right to terminate this
         Agreement pursuant to Section 13.4 if LICENSEE fails to attain any of
         the above milestones with respect to the First Licensed Product or if
         it suspends diligence in meeting any of the above milestones for more
         than three (3) months with respect to the First Licensed Product
         because of business circumstances such as lack of funds, merger
         acquisition, or the like ("Business Circumstances"). CMCC shall have
         the right to terminate this Agreement pursuant to Section 13.4 with
         respect to one or more Licensed Products except the First Licensed
         Product ("Other Licensed Product(s)"), if LICENSEE fails to attain any
         of the above milestones with respect to such Other Licensed Product(s)
         or if it suspends its diligence in meeting of any of the above
         milestones for more than three (3) months with respect to such Other
         Licensed Product(s) because of Business Circumstances. In the event of
         any such termination, LICENSEE shall grant to CMCC, to the extent not
         prohibited by the United States government or by prior contractual
         obligations to any third party, solely to the extent necessary to
         permit CMCC to exercise its rights under such terminated Patent Rights,
         immunity from suit for any causes of action LICENSEE may have arising
         out of or in connection with any intellectual property controlled by
         LICENSEE. However, if LICENSEE can demonstrate to the satisfaction of
         CMCC, at CMCC's sole discretion, that circumstances beyond LICENSEE's
         control precluded LICENSEE from fulfilling its diligence obligations
         with respect to the First Licensed Product or an Other Licensed
         Product, and that it is unlikely that any third party could overcome
         these circumstances better than LICENSEE, then CMCC shall not exercise
         its termination rights under this Section for one (1) year from the
         date on which CMCC gives notice of termination and, if LICENSEE
         reestablishes diligence towards it objectives during such one year
         period, any prior lack of diligence will be deemed cured with respect
         to the First Licensed Product or such Other Licensed Product(s), as
         applicable.

3.3      If (a) CMCC provides LICENSEE with written notice of research results
         that CMCC believes reasonably indicate that a compound covered under
         the Patent Rights has commercial potential but for which compound
         LICENSEE has not yet submitted to CMCC a Notice of Intent to
         Commercialize ("Compound Notice");



                                      -6-
<PAGE>   7


         or (b) CMCC provides written notice to LICENSEE of a third party having
         approached CMCC seeking a right to commercialize any compound covered
         under the Patent Rights for which LICENSEE has not yet submitted to
         CMCC a Notice of Intent to Commercialize ("Sublicensee Notice"), then
         LICENSEE must within ninety (90) days after receipt of such notice
         either submit to CMCC a Notice of Intent to Commercialize with respect
         to such compound and comply with the obligations of Sections 3.1 and
         3.2, or identify and enter into a sublicensing arrangement with a
         sublicensee to commercialize such compound. If LICENSEE does not submit
         a Notice of Intent to Commercialize to CMCC or fails to identify and
         enter into a sublicensing arrangement with such a sublicensee candidate
         as required above, CMCC shall have the right to terminate this
         Agreement pursuant to Section 13.4 with respect to such compound. In
         the event of such termination, LICENSEE shall grant to CMCC, to the
         extent not prohibited by the United States government or by prior
         contractual obligations to any third party, solely to the extent
         necessary to permit CMCC to exercise its rights under such terminated
         Patent Rights, immunity from suit for any causes of action LICENSEE may
         have arising out of or in connection with any intellectual property
         controlled by LICENSEE.

                      ARTICLE IV - PAYMENTS AND ROYALTIES

4.1      For the rights, privileges and license granted hereunder, LICENSEE
         shall pay to CMCC in the manner hereinafter provided to the end of the
         term of the Patent Rights or until this Agreement shall be terminated
         as hereinafter provided, whether the milestones are achieved under the
         sponsorship of CMCC, LICENSEE or a Sublicensee, the following milestone
         payments totaling $* (* dollars) for each Licensed Product:

         4.1.1    $* (* dollars) due * the applicable Product Notice Date for
                  such Licensed Product;

         4.1.2    $* (* dollars) due *submission of the first Phase I/II IND
                  (Investigational New Drug application) for any indication for
                  such Licensed Product;

         4.1.3    $* (* dollars) due * completion of a Phase II clinical trials
                  for any indication for such Licensed Product; and

         4.1.4    $* (* dollars) due * submission of a PLA (Product License
                  Application) or an NDA (New Drug Application) for any
                  indication for such Licensed Product.

4.2      LICENSEE shall pay to CMCC a royalty based on the Net Sales with
         respect to the Licensed Products or Licensed Processes used, leased or
         sold by LICENSEE, which said royalty shall be *% (* percent), or such
         lower rate as may be agreed upon in writing by the parties, of such Net
         Sales.

                                      -7-
<PAGE>   8

4.3      Where sublicenses have been granted, or strategic partnerships entered
         into, LICENSEE shall pay to CMCC *% (* percent) of any and all
         sublicensing payments, or such lower percentage as may be agreed upon
         in writing by the parties. Sublicensing payments are defined as any and
         all payments made to LICENSEE by the Sublicensee or strategic partner
         except for payments to support research and development conducted by
         LICENSEE, for purchases of equity, for payments for goods and services
         or for royalties based on the Net Sales with respect to the Licensed
         Product or Licensed Process. LICENSEE shall pay to CMCC *% of the
         royalty income paid to LICENSEE up to $* of cumulative Net Sales with
         respect to the Licensed Product or Licensed Process. After $* of
         cumulative Net Sales, LICENSEE shall pay to CMCC *% of royalty income
         to LICENSEE from the Sublicensee with a minimum payment of *% of Net
         Sales for sales of the Licensed Product made or the practice of the
         Licensed Process by the Sublicensee. If the royalty rate paid by the
         Sublicensee is reduced because of third party, non-infringing sales of
         a Thalidomide analog, the minimum payment of at least *% of Net Sales
         of the Licensed Product will be reduced proportional to the reduction
         of the royalty rate paid to LICENSEE by the Sublicensee. Milestone
         payments from LICENSEE to CMCC shall be credited against CMCC's share
         of milestone payments made to LICENSEE by Sublicensee.

4.4      [Intentionally Omitted.]

4.5      No multiple royalties shall be payable because any Licensed Product,
         its manufacture, use, lease or sale, are or shall be covered by more
         than one of the Patent Rights licensed under this Agreement.

4.6      Royalty payments shall be paid in United States dollars in Boston,
         Massachusetts, or at such other place as CMCC may reasonably designate
         consistent with the laws and regulations controlling in any foreign
         country. If any currency conversion shall be required in connection
         with the payment of royalties hereunder, such conversion shall be made
         by using the exchange rate prevailing at the Fleet Bank of Boston on
         the last business day of the calendar quarterly reporting period to
         which such royalty payments relate.

                        ARTICLE V - REPORTS AND RECORDS

5.1      LICENSEE shall keep full, true and accurate books of account containing
         all particulars that may be necessary for the purpose of showing the
         amounts payable to CMCC hereunder. Said books of account shall be kept
         at LICENSEE's principal place of business or the principal place of
         business of the appropriate division of LICENSEE to which this
         Agreement relates. Said books and the supporting data shall be open at
         all reasonable times for five (5) years following the end of the
         calendar year to which they pertain, to the inspection of CMCC or its
         agents for the purpose of verifying LICENSEE's royalty statement or


                                      -8-
<PAGE>   9


         compliance in other respects with this Agreement. CMCC can request
         auditing of said books and supporting data no more than once each
         calendar year.

5.2      LICENSEE, within thirty (30) days after March 31, June 30, September 30
         and December 31, of each year, shall deliver to CMCC true and accurate
         reports, giving such particulars of the business conducted by LICENSEE
         and its Sublicensees during the preceding three-month period under this
         Agreement as shall be pertinent to a royalty accounting hereunder.
         These shall include at least the following:

         5.2.1    Number of Licensed Products manufactured and sold.

         5.2.2    Total billings for Licensed Products sold and Licensed
                  Processes practiced.

         5.2.3    Accounting for all Licensed Products used or sold and Licensed
                  Processes practiced.

         5.2.4    Deductions applicable as provided in Section 1.7.

         5.2.5    Total royalties due.

         5.2.6    Names and addresses of all Sublicensees of LICENSEE.

5.3      With each such report submitted, LICENSEE shall pay to CMCC the
         royalties due and payable under this Agreement. If no royalties shall
         be due, LICENSEE shall so report. On or before the ninetieth (90th) day
         following the close of LICENSEE's fiscal year, LICENSEE shall provide
         CMCC with LICENSEE's certified financial statements for the preceding
         fiscal-year including at a minimum, a Balance Sheet and an Operating
         Statement.

5.4      The royalty payments set forth in this Agreement shall, if overdue,
         bear interest until payment at a per annum rate of two percent (2%)
         above the prime rate in effect at the Fleet Bank of Boston on the due
         date. The payment of such interest shall not foreclose CMCC from
         exercising any other rights it may have as a consequence of the
         lateness of any payment.

                        ARTICLE VI - PATENT PROSECUTION

         The rights and obligations of the parties with respect to the
         prosecution of the Patent Rights during the term of this Agreement
         shall be governed by the applicable provisions of Section 7 of the New
         Thalidomide Agreement, and such provisions of Section 7 shall survive
         and remain in effect during the term of this Agreement with respect to
         the parties' rights to the Patent Rights after a termination of the New
         Thalidomide Agreement prior to termination or expiration of this
         Agreement.


                                      -9-
<PAGE>   10


                           ARTICLE VII - INFRINGEMENT

         The rights and obligations of the parties with respect to infringement
         of the Patent Rights during the term of this Agreement shall be
         governed by the applicable provisions of Section 7 of the New
         Thalidomide Agreement, and such provisions of Section 7 shall survive
         and remain in effect during the term of this Agreement with respect to
         the parties' rights to the Patent Rights after a termination of the New
         Thalidomide Agreement prior to termination or expiration of this
         Agreement.

        ARTICLE VIII - INDEMNIFICATION, PRODUCT LIABILITY AND INSURANCE

8.1      Indemnification

         8.1.1    LICENSEE shall indemnify, defend and hold harmless CMCC and
                  its trustees, officers, medical and professional staff,
                  employees, and agents and their respective successors, heirs
                  and assigns (the "Indemnitees"), against any liability,
                  damage, loss or expense (including reasonable attorney's fees
                  and expenses of litigation) incurred by or imposed upon the
                  Indemnitees or any one of them in connection with any claims,
                  suits, actions, demands or judgments arising out of any theory
                  of product liability (including, but not limited to, actions
                  in the form of tort, warranty, or strict liability) concerning
                  any product, process or service made, used or sold pursuant to
                  any right or license granted under this Agreement.

         8.1.2    LICENSEE's indemnification under Section 8.1.1 shall not apply
                  to any liability, damage, loss or expense to the extent that
                  it is directly attributable to the negligent activities,
                  reckless misconduct or intentional misconduct of the
                  Indemnitees.

         8.1.3    LICENSEE agrees, at its own expense, to provide attorneys
                  reasonably acceptable to CMCC to defend against any actions
                  brought or filed against any party indemnified hereunder with
                  respect to the subject of indemnity contained herein, whether
                  or not such actions are rightfully brought.

         8.1.4    This Section 8.1 shall survive expiration or termination of
                  this Agreement.

8.2      Insurance

         8.2.1    Beginning at the time as any such product, process or service
                  is being commercially distributed or sold (other than for the
                  purpose of obtaining regulatory approvals) by LICENSEE or by a
                  Sublicensee or agent of LICENSEE, LICENSEE shall, at its sole
                  cost and expense, procure and maintain comprehensive general
                  liability insurance in amounts not less than $2,000,000 per
                  incident and $2,000,000 annual aggregate and naming


                                      -10-
<PAGE>   11


                  the Indemnitees as additional insureds. Such comprehensive
                  general liability insurance shall provide (i) product
                  liability coverage and (ii) broad form contractual liability
                  coverage for LICENSEE's indemnification under Section 8.1. If
                  LICENSEE elects to self-insure all or part of the limits
                  described above (including deductibles or retentions which are
                  in excess of $250,000 annual aggregate) such self-insurance
                  program must be acceptable to the CMCC and the Risk Management
                  Foundation of the Harvard Medical Institutions, Inc. The
                  minimum amount of insurance coverage required under this
                  Section 8.2 shall not be construed to create a limit of
                  LICENSEE's liability with respect to its indemnification under
                  Section 8.1.

         8.2.2    LICENSEE shall provide CMCC with written evidence of such
                  insurance upon request of CMCC. LICENSEE shall provide CMCC
                  with written notice at lease fifteen (15) days prior to the
                  cancellation, non-renewal or material change in such
                  insurance; if LICENSEE does not obtain replacement insurance
                  providing comparable coverage within such fifteen (15) day
                  period, CMCC shall have the right to terminate this Agreement
                  effective at the end of such fifteen (15) day period without
                  notice of any additional waiting periods.

         8.2.3    LICENSEE shall maintain such comprehensive general liability
                  insurance during (i) the period that any such product, process
                  or service is being commercially distributed or sold (other
                  than for the purpose of obtaining regulatory approvals) by
                  LICENSEE or by a Sublicensee or agent of LICENSEE and (ii) a
                  reasonable period after the period referred to above, which in
                  no event shall be less than fifteen (15) years.

         8.2.4    This Section 8.2 shall survive expiration or termination of
                  this Agreement.

                          ARTICLE IX - EXPORT CONTROLS

It is understood that CMCC is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory
prototypes and other commodities (including the Arms Export Control Act, as
amended and the Export Administration Act of 1979) and that its obligations
hereunder are contingent on compliance with applicable United States export laws
and regulations. The transfer of certain technical data and commodities may
require a license from the cognizant agency of the United States Government
and/or written assurances by LICENSEE that LICENSEE shall not export data or
commodities to certain foreign countries without prior approval of such agency.
CMCC neither represents that a license shall not be required nor that, if
required, it shall be issued.

                                      -11-
<PAGE>   12

                          ARTICLE X - NON-USE OF NAMES

LICENSEE shall not use the names of the Children's Medical Center Corporation
nor of any of its employees, nor any adaptation thereof, in any advertising,
promotional or sales literature without prior written consent obtained from CMCC
in each case except that LICENSEE may state that it is licensed by CMCC under
one or more of the patents and/or applications comprising the Patent Rights, and
LICENSEE may comply with disclosure requirements of all applicable laws relating
to its business, including United States and state security laws.

                            ARTICLE XI - ASSIGNMENT

Subject to the restrictions set forth herein, this Agreement, and each and every
provision hereof, shall be binding upon and shall inure to the benefit of the
parties, their respective successors, successors-in-title, heirs and assigns,
and each and every successor-in-interest to any party, whether such successor
acquires such interest by way of gift, inheritance, purchase, foreclosure, or by
any other method, shall hold such interest subject to all the terms and
provisions of this Agreement; provided however that LICENSEE shall not assign or
transfer the whole or any part of this Agreement or its rights hereunder without
the express written agreement of CMCC which agreement shall not be unreasonably
withheld except that LICENSEE may assign this Agreement in connection with the
transfer or sale of all or substantially all of its assets or business or its
merger or consolidation with another organization.

                           ARTICLE XII - ARBITRATION

12.1     Any and all claims, disputes or controversies arising under, out of, or
         in connection with this Agreement, which have not been resolved by good
         faith negotiations between the parties, shall be resolved by final and
         binding arbitration in Boston, Massachusetts, under patent arbitration
         rules of the American Arbitration Association then obtaining. The
         arbitrators shall have no power to add to, subtract from or modify any
         of the terms or conditions of this Agreement. Any award rendered in
         such arbitration may be enforced by either party in either the courts
         of the Commonwealth of Massachusetts or in the United States District
         Court for the District of Massachusetts, to whose jurisdiction for such
         purposes CMCC and LICENSEE each hereby irrevocably consents and
         submits.

12.2     Notwithstanding the foregoing, nothing in this Article shall be
         construed (i) to waive any rights or timely performance of any
         obligations existing under this Agreement or (ii) to apply to the
         provisions of Section 7.3 (Infringement Actions) (other than the fourth
         sentence of Section 7.3(a)) or Section 7.4 (Declaratory Judgment
         Actions) of the New Thalidomide Agreement.



                                      -12-
<PAGE>   13

                      ARTICLE XIII - TERM AND TERMINATION

13.1     Unless earlier terminated as hereinafter provided, this Agreement shall
         remain in full force and effect for the life of the last to expire
         patent issued under the Patent Rights.

13.2     Pursuant to Section 8.2.2, or if LICENSEE shall cease to carry on its
         business, this Agreement shall terminate upon notice by CMCC.

13.3     Should LICENSEE fail to pay CMCC royalties due and payable hereunder,
         CMCC shall have the right to terminate this Agreement on sixty (60)
         days' notice, unless LICENSEE shall pay CMCC within the sixty (60) day
         period, all such royalties and interest due and payable. Upon the
         expiration of the sixty (60) day period, if LICENSEE shall not have
         paid all such royalties and interest due and payable, the rights,
         privileges and license granted hereunder shall terminate.

13.4     Upon any material breach or default of this Agreement by LICENSEE,
         other than those occurrences set out in Sections 13.2 and 13.3, which
         shall always take precedence in that order over any material breach or
         default referred to in this Section 13.4, CMCC shall have the right to
         terminate this Agreement (or, in the case of a breach with respect to
         Other Licensed Products and/or compounds as set forth in Sections 3.2
         and 3.3, respectively, terminate the Agreement with respect to such
         Other Licensed Products and/or compounds) and the rights, privileges
         and license granted hereunder by ninety (90) days' notice to LICENSEE.
         Such termination shall become effective unless LICENSEE shall have
         cured any such breach or default prior to the expiration of the ninety
         (90) day period.

13.5     LICENSEE shall have the right to terminate this Agreement at any time
         on six (6) months' notice to CMCC, and upon payment of all amounts due
         CMCC through the effective date of termination.

13.6     Upon termination of this Agreement for any reason, nothing herein shall
         be construed to release either party from any obligation that matured
         prior to the effective date of such termination. LICENSEE and any
         Sublicensee thereof may, however, after the effective date of such
         termination, sell all Licensed Products, and complete Licensed Products
         in the process of manufacture at the time of such termination and sell
         the same, provided that LICENSEE shall pay to CMCC the royalties
         thereon as required by Article IV of this Agreement and shall submit
         the reports required by Article V hereof on the sales of Licensed
         Products.

13.7     CMCC agrees that if LICENSEE has provided to CMCC notice that LICENSEE
         has granted a sublicense to a Sublicensee under this Agreement, then in
         the event CMCC terminates this Agreement for any reason, CMCC shall
         provide to such Sublicensee no less than thirty (30) days prior to the
         effective date of said termination, written notice of said termination
         at the address specified by LICENSEE to CMCC in LICENSEE's notice to
         CMCC under Article XIV.



                                      -13-
<PAGE>   14


         CMCC agrees that upon the Sublicensee's notice as described below and
         provided the Sublicensee is not in breach of its sublicense, CMCC shall
         grant to such Sublicensee license rights and terms equivalent to the
         sublicense rights and terms which the sublicense shall have granted to
         said Sublicensee; provided that the Sublicensee shall remain a
         Sublicensee under this Agreement for a period of at least sixty (60)
         days following receipt of notice from CMCC. Sublicensees shall during
         said sixty (60) day period provide to CMCC notice wherein the
         Sublicensee: (i) reaffirms the terms and conditions of this Agreement
         as it relates to the rights the Sublicensee has been granted under the
         sublicense; (ii) agrees to abide by all of the terms and conditions of
         this Agreement applicable to Sublicensees and to discharge directly all
         pertinent obligations of LICENSEE which LICENSEE is obligated hereunder
         to discharge, excluding any financial obligations; and (iii)
         acknowledges that CMCC shall have no obligations to the Sublicensee
         other than its obligations set forth in this Agreement with regard to
         LICENSEE.

13.8     The following provisions shall survive the expiration or termination of
         this Agreement: Article I, Sections 5.1 and 5.4, Articles VIII, X and
         XII, Sections 13.6, 13.7, 13.8 and 13.9, and Articles XIV and XV.

13.9     Termination shall be in addition to, and shall not prejudice, any of
         the parties' remedies at law or in equity.

           ARTICLE XIV - PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS

Any payment, notice or other communication pursuant to this Agreement shall be
sufficiently made or given on the date of the mailing if sent to a party by
certified first class mail, postage prepaid, addressed to it at its address
below or as it shall designate by written notice given to the other party:



In the case of CMCC:
Chief Intellectual Property Officer
Intellectual Property Office
CHILDREN'S HOSPITAL BOSTON
300 Longwood Avenue
Boston, MA 02115
Fax: (617) 232-7485

With a copy to:
Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Steven D. Singer, Esq.
Fax: (617) 526-5000



                                      -14-
<PAGE>   15

In the case of LICENSEE:
Chief Executive Officer
ENTREMED, INC.
9640 Medical Center Drive, Suite 200
Rockville, MD 20850
Fax: (302) 217-9594

With a copy to:
Kilpatrick Stockton LLP
37th Floor
191 Peachtree Street
Atlanta, GA 30303
Attn: James Dean Johnson, Ph.D.
Fax: 404-949-2499



                     ARTICLE XV - MISCELLANEOUS PROVISIONS

15.1     This Agreement shall be construed, governed, interpreted and applied in
         accordance with the laws of the Commonwealth of Massachusetts, U.S.A.
         excluding its conflicts of laws provisions, except that questions
         affecting the construction and effect of any patent shall be determined
         by the law of the country in which the patent was granted.

15.2     The parties hereto acknowledge that this Agreement, the CMCC Consent
         and the applicable provisions of Section 7 of the New Thalidomide
         Agreement set forth the entire Agreement and understanding of the
         parties hereto as to the subject matter hereof, and shall not be
         subject to any change or modification except by the execution of a
         written instrument subscribed to by the parties hereto.

15.3     The provisions of this Agreement are severable, and in the event that
         any provisions of this Agreement shall be determined to be invalid or
         unenforceable under any controlling body of law, such invalidity or
         unenforceability shall not in any way affect the validity or
         enforceability of the remaining provisions hereof.

15.4     LICENSEE agrees to mark the Licensed Products sold in the United States
         with all applicable United States patent numbers. All Licensed Products
         shipped to or sold in other countries shall be marked in such a manner
         as to conform with the patent laws and practice of the country of
         manufacture or sale.

15.5     The failure of either party to assert a right hereunder or to insist
         upon compliance with any term or condition of this Agreement shall not
         constitute a waiver of that


                                      -15-
<PAGE>   16

         right or excuse a similar subsequent failure to perform any such term
         or condition by the other party.



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]






                                      -16-
<PAGE>   17



IN WITNESS WHEREOF, the parties have hereunto set their hands and seals and duly
executed this Agreement the day and year set forth below.



CHILDREN'S MEDICAL CENTER CORPORATION



By       /s/ Stuart J. Novick
         --------------------------------------------
Name         Stuart J. Novick
         --------------------------------------------
Title        S.R. V.P. / General Counsel
         --------------------------------------------
Date
         --------------------------------------------



ENTREMED, INC.



By       /s/ John W. Holaday
         --------------------------------------------
Name         John W. Holaday
         --------------------------------------------
Title        CHM & CEO
         --------------------------------------------
Date         July 28, 2001
         --------------------------------------------












                                      -17-