Unassociated Document


     

    
      Exhibit
10.1

      


      


      STOCK
PURCHASE AGREEMENT

      


                 This
agreement dated effective April 16, 2010 (the “Agreement ”) is by and between
EntreMed, Inc., a Delaware corporation whose principal address is 9640 Medical
Center Drive, Rockville, MD  20850, and hereinafter referred to as the
“Seller ” and _________,
and hereinafter referred to as the “Buyer .”

      


      WITNESSETH:

      


      WHEREAS, the Seller desires to
sell five million seven hundred ninety one thousand five hundred five
(5,791,505) shares of its common stock that are fully registered for resale (the
“Shares”), and the Buyer
desires to purchase such Shares.

      


      NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein
contained, it is hereby agreed as follows:

      


                 On
or about this date, the Seller shall deliver to the Buyer all rights to the
Shares, and it shall deliver the Shares electronically to the Buyer’s brokerage
account at _________ (account number ________________), and the Buyer shall
concurrently pay to the Seller by bank wire the sum of three million dollars
($3,000,000) in lawful funds of the United States of America.

      


                 The
Seller represents and warrants that the Shares (a) have been fully registered
for resale under the Securities Act of 1933, as amended (the “Act”) and (b) have no
restrictions on transferability or resale.

      


                 The
Buyer represents and warrants that the Shares are being acquired for its own
account and for investment purposes only, and that it is an “accredited
investor” as such term is defined by Rule 501(a) of Regulation D.

      


      This Agreement may be executed in two
or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart.   In the event
that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

      


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      IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.

       

      
        	
                ENTREMED,
      INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                BUYER :

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                   

              	 
      
	
                Name:

              	 
      	 
      
	
                Title: