exv4w2



 





Exhibit 4.2



NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION
MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.




WARRANT TO PURCHASE 62,500 SHARES OF COMMON STOCK




September 12, 2007



THIS CERTIFIES THAT, for value received, Merrill Lynch Capital (“Holder”) is entitled to subscribe
for and purchase Sixty-Two Thousand Five Hundred (62,500) shares of fully paid and nonassessable
Common Stock of EntreMed, Inc., a Delaware corporation (“Company”), at the Warrant Price (as
hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set
forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common
stock, $0.01 par value per share, and any stock into which such common stock may hereafter be
converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which
Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of
Common Stock may hereafter be converted or exchanged.



1. Warrant Price. The “Warrant Price” shall initially be Two and 00/100 dollars ($2.00)
per share, subject to adjustment as provided in Section 7 below.



2. Conditions to Exercise. The purchase right represented by this Warrant may be exercised
at any time, or from time to time, in whole or in part during the term commencing on the date
hereof and ending at 5:00 P.M. Pacific time on the fifth anniversary of the date of this Warrant
(the “Expiration Date”).



3. Method of Exercise or Conversion; Payment; Issuance of Shares; Issuance of New Warrant.




 









 









(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented by
this Warrant may be exercised by Holder hereof, in whole or in part, by the surrender of the
original of this Warrant (together with a duly executed Notice of Exercise in substantially
the form attached hereto) at the principal office of Company (as set forth in Section 19
below) and by payment to Company, by certified or bank check, or wire transfer of
immediately available funds, of an amount equal to the then applicable Warrant Price per
share multiplied by the number of Warrant Shares then being purchased. In the event of any
exercise of the rights represented by this Warrant, certificates for the shares of stock so
purchased shall be in the name of, and delivered to, Holder hereof, or as such Holder may
direct (subject to the terms of transfer contained herein and upon payment by such Holder
hereof of any applicable transfer taxes). Such delivery shall be made within 30 days after
exercise of this Warrant and at Company’s expense and, unless this Warrant has been fully
exercised or expired, a new Warrant having terms and conditions substantially identical to
this Warrant and representing the portion of the Warrant Shares, if any, with respect to
which this Warrant shall not have been exercised, shall also be issued to Holder hereof
within 30 days after exercise of this Warrant.




(b) Conversion. In lieu of exercising this Warrant as specified in Section 3(a),
Holder may from time to time convert this Warrant, in whole or in part, into Warrant Shares
by surrender of the original of this Warrant (together with a duly executed Notice of
Exercise in substantially the form attached hereto) at the principal office of Company, in
which event Company shall issue to Holder the number of Warrant Shares computed using the
following formula:



	 	 	 	 	 	 	 
	 

	 	X      =
	 	Y (A-B)
	 	 
	 

	 	 	 	A	 	 
	 
	 	 	 	 	 	 
	 	 	Where:
	 
	 	 	 	 	 	 
	 	 	X = the number of Warrant Shares to be issued to Holder.
	 
	 	 	 	 	 	 
	 	 	Y = the number of Warrant Shares purchasable under this Warrant (at the date of such
calculation).
	 
	 	 	 	 	 	 
	 	 	A = the Fair Market Value of one share of Company’s Common Stock (at the date of
such calculation).
	 
	 	 	 	 	 	 
	 	 	B = Warrant Price (as adjusted to the date of such calculation).







(c) Fair Market Value. For purposes of this Section 3, Fair Market Value of one
share of Company’s Common Stock shall mean:




(i) The average of the closing bid and asked prices of Common Stock quoted in the
Over-The-Counter Market Summary, the last reported sale price quoted on the Nasdaq
Stock Market or on any other exchange on which the Common Stock is listed, whichever
is applicable, as published in the Western Edition of the Wall Street
Journal for the three (3) trading days prior to the date of determination of
Fair Market Value; or



2









 






(ii) In the event of an exercise in connection with a merger, acquisition or other
consolidation in which Company is not the surviving entity, the per share Fair
Market Value for the Common Stock shall be the value to be received per share of
Common Stock by all holders of the Common Stock in such transaction as determined by
the Board of Directors; or




(iii) In any other instance, the per share Fair Market Value for the Common Stock
shall be as determined in the reasonable good faith judgment of Company’s Board of
Directors.




In the event of 3(c)(ii) or 3(c)(iii), above, the Company shall prepare a certificate, to be
signed by an authorized officer of Company, setting forth in reasonable detail the basis for
and method of determination of the per share Fair Market Value of the Common Stock. The
Board of Directors will also certify to Holder that this per share Fair Market Value will be
applicable to all holders of Company’s Common Stock.




(d) Automatic Exercise. To the extent this Warrant is not previously exercised, it
shall be deemed to have been automatically converted in accordance with Sections 3(b)
and 3(c) hereof (even if not surrendered) as of immediately before its expiration,
involuntary termination or cancellation if the then-Fair Market Value of a Warrant Share
exceeds the then-Warrant Price, unless Holder notifies Company in writing to the contrary
prior to such automatic exercise.



4. Representations and Warranties of Holder and Company.





(a) Representations and Warranties by Holder. Holder represents and warrants to
Company with respect to this purchase as follows:




(i) Evaluation. Holder has substantial experience in evaluating and
investing in private placement transactions of securities of companies similar to
Company so that Holder is capable of evaluating the merits and risks of its
investment in Company and has the capacity to protect its interests.




(ii) Resale. Except for transfers to an affiliate of Holder, Holder is
acquiring this Warrant and the Warrant Shares issuable upon exercise of this Warrant
(collectively the “Securities”) for investment for its own account and not with a
view to, or for resale in connection with, any distribution thereof. Holder
understands that the Securities have not been registered under the Securities Act of
1933, as amended (the “Act”) by reason of a specific exemption from the registration
provisions of the Act which depends upon, among other things, the bona fide nature
of the investment intent as expressed herein.




(iii) Rule 144. Holder acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or an exemption from such
registration is available. Holder is aware of the provisions of Rule 144
promulgated under the Act.




(iv) Accredited Investor. Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act.



3









 






(v) Opportunity To Discuss. Holder has had an opportunity to discuss
Company’s business, management and financial affairs with its management and an
opportunity to review Company’s facilities. Holder understands that such
discussions, as well as the written information issued by Company, were intended to
describe the aspects of Company’s business and prospects which Company believes to
be material but were not necessarily a thorough or exhaustive description.




(b) Representations and Warranties by Company. Company hereby represents and
warrants to Holder that the statements in the following paragraphs of this Section 4(b) are
true and correct (a) as of the date hereof and (b) except where any such representation and
warranty relates specifically to an earlier date, as of the date of any exercise of this
Warrant.




(i) Corporate Organization and Authority. Company (a) is a corporation duly
organized, validly existing, and in good standing in its jurisdiction of
incorporation, (b) has the corporate power and authority to own and operate its
properties and to carry on its business as now conducted and as proposed to be
conducted; and (c) is qualified as a foreign corporation in all jurisdictions where
such qualification is required.




(ii) Corporate Power. Company has all requisite legal and corporate power
and authority to execute, issue and deliver this Warrant, to issue the Warrant
Shares issuable upon exercise or conversion of this Warrant, and to carry out and
perform its obligations under this Warrant and any related agreements.




(iii) Authorization; Enforceability. All corporate action on the part of
Company, its officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of its obligations under this Warrant and for
the authorization, issuance and delivery of this Warrant and the Warrant Shares
issuable upon exercise of this Warrant has been taken and this Warrant constitutes
the legally binding and valid obligation of Company enforceable in accordance with
its terms.




(iv) Valid Issuance of Warrant and Warrant Shares. This Warrant has been
validly issued and is free of restrictions on transfer other than restrictions on
transfer set forth herein and under applicable state and federal securities laws.
The Warrant Shares issuable upon conversion of this Warrant, when issued, sold and
delivered in accordance with the terms of this Warrant for the consideration
expressed herein, will be duly and validly issued, fully paid and nonassessable, and
will be free of restrictions on transfer other than restrictions on transfer under
this Warrant and under applicable state and federal securities laws. Subject to
applicable restrictions on transfer, the issuance and delivery of this Warrant and
the Warrant Shares issuable upon exercise or conversion of this Warrant are not
subject to any preemptive or other similar rights or any liens or encumbrances
except as specifically set forth in Company’s Certificate of Incorporation or this
Warrant. The offer, sale and issuance of the Warrant Shares, as contemplated by
this Warrant, are exempt from the prospectus and registration requirements of
applicable United States federal and state security laws, and neither Company nor
any authorized agent acting on its behalf has or will take any action hereafter that
would cause the loss of such exemption.



4









 






(v) No Conflict. The execution, delivery, and performance of this Warrant
will not result in (a) any violation of, be in conflict with, or constitute a
default under, with or without the passage of time or the giving of notice (1) any
provision of Company’s Certificate of Incorporation or by-laws; (2) any provision of
any judgment, decree, or order to which Company is a party, by which it is bound, or
to which any of its material assets are subject; (3) any contract, obligation, or
commitment to which Company is a party or by which it is bound; or (4) any statute,
rule, or governmental regulation applicable to Company, or (b) the creation of any
lien, charge or encumbrance upon any assets of Company.




(vi) Capitalization. Company has reserved a sufficient number of shares of
Common Stock to permit the full exercise of this Warrant.



5. Legends.





(a) Legend. Each certificate representing the Warrant Shares shall be endorsed with
substantially the following legend:




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
NOT BE TRANSFERRED (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF HOLDER WITHOUT
PAYMENT OR PROMISE OF CONSIDERATION, OR IF SUCH AFFILIATE IS AN “ACCREDITED
INVESTOR” AS DEFINED IN REGULATION D OF SAID ACT) UNLESS COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE
REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF
REASONABLY REQUIRED BY COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO
THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.




Company need not enter into its stock records a transfer of Warrant Shares unless the
conditions specified in the foregoing legend are satisfied. Company may also instruct its
transfer agent not to allow the transfer of any of the Warrant Shares unless the conditions
specified in the foregoing legend are satisfied.




(b) Removal of Legend and Transfer Restrictions. The legend relating to the Act
endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and
Company shall issue a certificate without such legend to Holder if (i) the Securities are
registered under the Act and a prospectus meeting the requirements of Section 10 of the Act
is available or (ii) Holder provides to Company an opinion of counsel for Holder reasonably
satisfactory to Company, a no-action letter or interpretive opinion of the staff of the
Securities and Exchange Commission (“SEC”) reasonably satisfactory to Company, or other
evidence reasonably satisfactory to Company, to the effect that public sale, transfer or
assignment of the Securities may be made without registration and without compliance with
any restriction such as Rule 144.



5









 




6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any transfer
or exercise of this Warrant that at the time of such transfer or exercise, Holder shall provide
Company with a representation in writing that Holder or transferee is acquiring this Warrant and
the shares of Common Stock to be issued upon exercise for investment purposes only and not with a
view to any sale or distribution, or will provide Company with a statement of pertinent facts
covering any proposed distribution. As a further condition to any transfer of this Warrant or any
or all of the shares of Common Stock issuable upon exercise of this Warrant, other than a transfer
registered under the Act, Company may request a legal opinion, in form and substance satisfactory
to Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer
and stating that such transfer is exempt from the registration and prospectus delivery requirements
of the Act. Company shall not require Holder to provide an opinion of counsel if the transfer is
to an affiliate of Holder, without payment or promise of consideration, or if such affiliate
transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. As
further condition to each transfer, at the request of Company, Holder shall surrender this Warrant
to Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed
by Company.



7. Adjustment for Certain Events. The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:





(a) Reclassification or Merger. In case of (i) any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par
value, or from par value to no par value, or from no par value to par value, or as a result
of a subdivision or combination), (ii) any merger of Company with or into another
corporation (other than a merger with another corporation in which Company is the acquiring
and the surviving corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or (iii) any sale of all or
substantially all of the assets of Company, Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to Holder a
new Warrant (in form and substance satisfactory to Holder of this Warrant), or Company shall
make appropriate provision without the issuance of a new Warrant, so that Holder shall have
the right to receive, at a total purchase price not to exceed that payable upon the exercise
of the unexercised portion of this Warrant, and in lieu of the Warrant Shares theretofore
issuable upon exercise or conversion of this Warrant, the kind and amount of shares of
stock, other securities, money and property receivable upon such reclassification, change,
merger or sale by a holder of the number of shares of Common Stock then purchasable under
this Warrant, or in the case of such a merger or sale in which the consideration paid
consists all or in part of assets other than securities of the successor or purchasing
corporation, at the option of Holder, the securities of the successor or purchasing
corporation having a value at the time of the transaction equivalent to the value of the
Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction.
Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 7. The provisions of this
subparagraph (a) shall similarly apply to successive reclassifications, changes, mergers and
transfers.



6









 






(b) Subdivision or Combination of Shares. If Company at any time while this Warrant
remains outstanding and unexpired shall subdivide or combine its outstanding shares of
Common Stock, the Warrant Price shall be proportionately decreased and the number of Warrant
Shares issuable hereunder shall be proportionately increased in the case of a subdivision
and the Warrant Price shall be proportionately increased and the number of Warrant Shares
issuable hereunder shall be proportionately decreased in the case of a combination.




(c) Stock Dividends and Other Distributions. If Company at any time while this
Warrant is outstanding and unexpired shall (i) pay a dividend with respect to Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and after the date
of determination of shareholders entitled to receive such dividend or distribution, to that
price determined by multiplying the Warrant Price in effect immediately prior to such date
of determination by a fraction (A) the numerator of which shall be the total number of
 shares of Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock outstanding
immediately after such dividend or distribution; or (ii) make any other distribution with
respect to Common Stock (except any distribution specifically provided for in Sections 7(a)
and 7(b)), then, in each such case, provision shall be made by Company such that Holder
shall receive upon exercise of this Warrant a proportionate share of any such dividend or
distribution as though it were Holder of the Warrant Shares as of the record date fixed for
the determination of the shareholders of Company entitled to receive such dividend or
distribution.




(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the
number of Warrant Shares purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment and
the denominator of which shall be the Warrant Price immediately thereafter.



7









 




8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of securities
issuable under this Warrant shall be adjusted pursuant to Section 7 hereof, Company shall prepare
a certificate signed by an officer of Company setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon exercise of this
Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be
mailed (by certified or registered mail, return receipt required, postage prepaid) within
thirty (30) days of such adjustment to Holder as set forth in Section 19 hereof.




9. Reserved.



10. Transferability of Warrant. This Warrant is transferable on the books of Company at
its principal office by the registered Holder hereof upon surrender of this Warrant properly
endorsed, subject to compliance with Section 6 and applicable federal and state securities laws.
Company shall issue and deliver to the transferee a new Warrant representing the Warrant so
transferred. Upon any partial transfer, Company will issue and deliver to Holder a new Warrant
with respect to the Warrant not so transferred. Holder shall not have any right to transfer any
portion of this Warrant to any direct competitor of Company.




11. Reserved.



12. No Fractional Shares. No fractional share of Common Stock will be issued in connection
with any exercise or conversion hereunder, but in lieu of such fractional share Company shall make
a cash payment therefor upon the basis of the Warrant Price then in effect.



13. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon
the exercise or conversion of this Warrant shall be made without charge to Holder for any United
States or state of the United States documentary stamp tax or other incidental expense with
respect to the issuance of such certificate, all of which taxes and expenses shall be paid by
Company, and such certificates shall be issued in the name of Holder.



14. No Shareholder Rights Until Exercise. Except as expressly provided herein, this
Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company
prior to the exercise hereof.



15. Registry of Warrant. Company shall maintain a registry showing the name and address
of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or
exercise, in accordance with its terms, at such office or agency of Company, and Company and
Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.



16. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to
it, and, if mutilated, upon surrender and cancellation of this Warrant, Company will execute and
deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in
lieu hereof.




8









 








17. Miscellaneous.





(a) Issue Date. The provisions of this Warrant shall be construed and shall be
given effect in all respect as if it had been issued and delivered by Company on the date
hereof.




(b) Successors. This Warrant shall be binding upon any successors or assigns of
Company.




(c) Headings. The headings used in this Warrant are used for convenience only and
are not to be considered in construing or interpreting this Warrant.




(d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or
a Sunday or shall be a legal holiday in the State of Connecticut, then such action may be
taken or such right may be exercised on the next succeeding day not a legal holiday.




(e) Attorney’s Fees. In the event of any dispute between the parties concerning
the terms and provisions of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorney’s fees.


18. No Impairment. Company will not, by amendment of its Certificate of Incorporation or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder hereof against impairment.



19. Addresses. Any notice required or permitted hereunder shall be in writing and shall
be mailed by overnight courier, registered or certified mail, return receipt requested, and
postage prepaid, or otherwise delivered by hand or by messenger, addressed as set forth below, or
at such other address as Company or Holder hereof shall have furnished to the other party in
accordance with the delivery instructions set forth in this Section 19.




	 	 	 	 	 
	 

	 	If to Company:
	 	EntreMed, Inc.
	 

	 	 	 	9640 Medical Center Drive
	 

	 	 	 	Rockville, MD 20850
	 

	 	 	 	Attn: Cynthia Wong Hu
	 
	 	 	 	 
	 

	 	If to Holder:
	 	Merrill Lynch Capital
	 

	 	 	 	222 N. LaSalle Street, 16th Floor

	 

	 	 	 	Chicago, Illinois 60601






9









 






	 	 	 	 	 
	 

	 	 	 	Attention: Account Manager for MLC-HCF EntreMed
	 

	 	 	 	transaction (Colleen Sullivan)
	 

	 	 	 	Phone: 312-750-6293
	 

	 	 	 	Facsimile: 1-866-231-8408
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Merrill Lynch Capital
	 

	 	 	 	222 N. LaSalle Street, 16th Floor
	 

	 	 	 	Chicago, Illinois 60601
	 

	 	 	 	Attention: Group Senior Transaction Attorney,
	 

	 	 	 	Healthcare Finance
	 

	 	 	 	Phone:  800-495-1806
	 

	 	 	 	Facsimile: (312) 499-3245
	 
	 	 	 	 
	 

	 	 	 	and

 
	 
	 	 	 	 
	 

	 	 	 	Merrill Lynch Capital
	 

	 	 	 	7700 Wisconsin Ave., Suite 400
	 

	 	 	 	Bethesda, Maryland 20814
	 

	 	 	 	Attention: Group Senior Transaction Attorney,
	 

	 	 	 	Healthcare Finance
	 

	 	 	 	Phone:  800-495-1806
	 

	 	 	 	Facsimile: (866) 341-9053







If mailed by registered or certified mail, return receipt requested, and postage prepaid,
notice shall be deemed to be given five (5) days after being sent, and if sent by overnight
courier, by hand or by messenger, notice shall be deemed to be given when delivered (if on a
business day, and if not, on the next business day).


20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR THE WARRANT
SHARES.



21. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.




10









 





     IN WITNESS WHEREOF, Company has caused this Warrant to be executed by its officer thereunto
duly authorized.



	 	 	 	 	 
	ENTREMED, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: James S. Burns
	 	 
	 

	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 
	Dated as of September 11, 2007.	 	 





MERRILL
LYNCH WARRANT
SIGNATURE
PAGE



 









 





NOTICE OF EXERCISE




To: EntreMed, Inc.



9640 Medical Center Drive

Rockville, MD 20850

Attn: Dane Saglio





	1.	 	The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the
“Common Stock”) of EntreMed, Inc. (the “Company”), pursuant to the terms of the Stock Purchase
Warrant dated September 12, 2007 (the “Warrant”).
	 
	2.	 	Holder exercises its rights under the Warrant as set forth below:






(               )
Holder elects to purchase                      shares of
Common Stock as provided in Section 3(a) and tenders herewith a
                   check in the
amount of $                     as payment of the purchase price.




(                ) Holder elects to convert the purchase rights into shares of Common
Stock as provided in Section 3(b) of the Warrant.




	3.	 	Holder surrenders the Warrant with this Notice of Exercise.




Holder represents that it is acquiring the aforesaid shares of Common Stock for investment and not
with a view to or for resale in connection with distribution and that Holder has no present
intention of distributing or reselling the shares.



Please issue a certificate representing the shares of the Common Stock in the name of Holder or in
such other name as is specified below:




	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Address:
	 	 

	 	 
	 

	 	RTaxpayer I.D.:
	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services Inc., a
Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	Date:
	 	 

                               , 200