0000950133-06-000543 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 8th, 2006 • Entremed Inc • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2006 by and among EntreMed, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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ENTREMED, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • February 8th, 2006 • Entremed Inc • Biological products, (no disgnostic substances) • New York

THIS CERTIFIES THAT, for value received, [ ], or permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from EntreMed, Inc., a Delaware corporation (the “Company”) up to [ ] shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”).

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