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License Agreement - EntreMed Inc. and Celgene Corp.

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                                    AGREEMENT



                                 by and between



                                 ENTREMED, INC.



                                       and



                               CELGENE CORPORATION
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
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                                                                         Page
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SECTION 1 - DEFINITIONS....................................................1
         1.1      "AFFILIATE"..............................................1
         1.2      "CALENDAR QUARTER".......................................2
         1.3      "CELGENE DEVELOPED INTELLECTUAL PROPERTY"................2
         1.4      "CELGENE DEVELOPED PATENT RIGHTS"........................2
         1.5      "CELGENE DEVELOPED TECHNOLOGY RIGHTS"....................2
         1.6      "CELGENE EXISTING INTELLECTUAL PROPERTY".................3
         1.7      "CELGENE EXISTING PATENT RIGHTS".........................3
         1.8      "CELGENE EXISTING TECHNOLOGY RIGHTS".....................3
         1.9      "CMCC AGREEMENT".........................................3
         1.10     "ENTREMED DEVELOPED PATENT RIGHTS".......................3
         1.11     "ENTREMED DEVELOPED TECHNOLOGY RIGHTS"...................4
         1.12     "ENTREMED EXISTING PATENT RIGHTS"........................4
         1.13     "ENTREMED EXISTING TECHNOLOGY RIGHTS"....................4
         1.14     "ENTREMED INTELLECTUAL PROPERTY".........................4
         1.15     "FIELD"..................................................5
         1.16     "FIRST COMMERCIAL SALE"..................................5
         1.17     "NCI AGREEMENT"..........................................5
         1.18     "NDA"....................................................5
         1.19     "NET SALES"..............................................5
         1.20     "PATENT RIGHT(s)"........................................6
         1.21     "PRODUCT"................................................7
         1.22     "SUBLICENSEE"............................................7
         1.23     "TECHNOLOGY RIGHTS"......................................7
         1.24     "TERRITORY"..............................................8
         1.25     "THALIDOMIDE"............................................8
         1.26     "THIRD PARTY(IES)".......................................8
         1.27     "VALID CLAIM"............................................8


SECTION 2 - GRANT..........................................................8
         2.1      Grant of ENTREMED EXISTING PATENT RIGHTS
                  and ENTREMED EXISTING TECHNOLOGY RIGHTS..................8
         2.2      Grant of ENTREMED DEVELOPED PATENT RIGHTS and
                  ENTREMED DEVELOPED TECHNOLOGY RIGHTS.....................9
         2.3      CELGENE'S Right To Sublicense............................9
         2.4      Assignment Of Investigational New Drug and Orphan Drug
                  Status Applications.....................................10
         2.5      Assignment Of Agreements................................10
         2.6      Technology Transfer.....................................11
         2.7      Understanding Regarding CMCC AGREEMENT..................11
</TABLE>

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<TABLE>
<S>                                                                       <C>
SECTION 3 - DUE DILIGENCE.................................................13
         3.1      In the United States....................................13
         3.2      Outside the United States...............................15
         3.3      For PRODUCTS For Use In Animals.........................16
         3.4      No Other ENTREMED Rights................................17
         3.5      Co-Promotion By CELGENE And ENTREMED....................17
         3.6      Establishment Of A Scientific Committee.................19


SECTION 4 - ROYALTIES.....................................................21
         4.1      Royalty Payments........................................21
         4.2      Sublicensing Payments and Royalties.....................22
         4.3      Later-Issued VALID CLAIM................................23
         4.4      No Multiple Royalties...................................23
         4.5      THIRD PARTY Sales.......................................23
         4.6      Recordkeeping...........................................24
         4.7      Quarterly Payments and Reports..........................25
         4.8      Accounting Reports......................................25


SECTION 5 - CONFIDENTIALITY...............................................26
         5.1      Confidential Information................................26
         5.2      Non-Confidential Information............................27
         5.3      Disclosure To THIRD PARTIES.............................27
         5.4      Disclosure To Sublicensees..............................28
         5.5      Public Statements.......................................28


SECTION 6 - ADVERSE MEDICAL EXPERIENCES...................................28
         6.1      Adverse Medical Experience Reporting....................28


SECTION 7 - PATENTS.......................................................29
         7.1      Patent Prosecution......................................29
         7.2      Cooperation In Prosecution..............................29
         7.3      Infringement and Declaratory Judgment Actions...........30


SECTION 8 - REPRESENTATIONS AND WARRANTIES................................32
         8.1      By Both Parties.........................................32
         8.2      By ENTREMED.............................................32


SECTION 9 - INDEMNIFICATION AND INSURANCE.................................34
         9.1      By CELGENE..............................................34
         9.2      By ENTREMED.............................................35
         9.3      Conditions to Indemnification...........................36
</TABLE>

                                     - ii -
<PAGE>

<TABLE>
<S>                                                                       <C>
SECTION 10 - ASSIGNMENT AND SUCCESSORS....................................37
         10.1     By Either Party.........................................37
         10.2     By CELGENE..............................................37
         10.3     CELGENE As Guarantor....................................37
         10.4     Binding Effect..........................................37


SECTION 11 - FORCE MAJEURE................................................38


SECTION 12 - TERMINATION..................................................38
         12.1     Term....................................................38
         12.2     By Reason Of FDA Action.................................38
         12.3     Termination Of Royalty Obligations......................38
         12.4     Breach..................................................39
         12.5     Insolvency..............................................41
         12.6     Work-In-Progress........................................41
         12.7     Survival................................................41
         12.8     Reversion of Rights.....................................41


SECTION 13 - GENERAL PROVISIONS...........................................42
         13.1     Relationship of Parties.................................42
         13.2     Entire Understanding....................................42
         13.3     Governing Law...........................................42
         13.4     Headings................................................42
         13.5     No Waiver...............................................42
         13.6     Export Controls.........................................42
         13.7     Notices.................................................43
         13.8     Original Counterparts...................................43
</TABLE>

                                     - iii -
<PAGE>

                                    AGREEMENT

         This Agreement is effective this 9th day of December, 1998 (the
"EFFECTIVE DATE") by and between CELGENE CORPORATION, a Delaware corporation
located at 6 Powder Horn Drive, Warren, New Jersey 07059 ("CELGENE"), and
ENTREMED, INC., a Delaware Corporation located at 9610 Medical Center Drive,
Rockville, Maryland 20850 ("ENTREMED").

         WHEREAS, CELGENE is a company that develops, manufactures, markets and
sells pharmaceutical products for healthcare, and that has developed and owns
certain patents, patent applications, proprietary technology, know-how, and
United States Food and Drug Administration ("FDA") filings relating to PRODUCTS,
as hereinafter defined; and

         WHEREAS, ENTREMED is the owner or exclusive licensee of certain PATENT
RIGHTS as hereinafter defined, TECHNOLOGY RIGHTS, as hereinafter defined, and
FDA filings related to PRODUCTS, and has certain rights and obligations relating
to PRODUCTS pursuant to agreements with THIRD PARTIES, as hereinafter defined;
and

         WHEREAS, CELGENE desires to obtain assignments and/or exclusive rights
in the TERRITORY in and to all of ENTREMED's PATENT RIGHTS, TECHNOLOGY RIGHTS,
rights by agreement, and FDA filings, whether presently existing or subsequently
developed, for the commercial development, use, and sale of PRODUCTS; and

         WHEREAS, ENTREMED is willing to grant the assignments and/or exclusive
rights desired by CELGENE, as set forth herein, in order to transfer its entire
present and future right, title and interest in PRODUCTS to CELGENE.

         NOW, THEREFORE, in consideration of the mutual promises and other good
and valuable consideration, the parties agree as follows:

                            SECTION 1 - DEFINITIONS

         The terms used in this Agreement have the following meaning:
<PAGE>

1.1      The term "AFFILIATE" as applied to either party shall mean any company
         or other legal entity other than the party in question in whatever
         country organized, controlling controlled by or under common control
         with that party. The term "control" means ownership or control,
         directly or indirectly, of at least fifty percent (50%) of the
         outstanding stock or voting rights entitled to elect directors.

1.2      The term "CALENDAR QUARTER" shall mean the period of three (3)
         consecutive calendar months ending on March 31, June 30, September 30
         or December 31, as the case may be.

1.3      The term "CELGENE DEVELOPED INTELLECTUAL PROPERTY" shall mean CELGENE
         DEVELOPED PATENT RIGHTS and CELGENE DEVELOPED TECHNOLOGY RIGHTS.

1.4      The term "CELGENE DEVELOPED PATENT RIGHTS" shall mean any United States
         or foreign patents or patent applications filed by CELGENE, or an
         AFFILIATE, successor or assign thereof at any time subsequent to the
         EFFECTIVE DATE, in which CELGENE has a transferrable interest, relating
         to a modification of a PRODUCT described in any ENTREMED INTELLECTUAL
         PROPERTY or a method of using such PRODUCT, which modification is (a)
         necessary for the manufacture, use, or sale of such PRODUCT, and (b)
         then currently in use by CELGENE at the time ENTREMED exercises its
         rights under Section 12.4(b), for the manufacture, use, or sale of such
         PRODUCT.

1.5      The term "CELGENE DEVELOPED TECHNOLOGY RIGHTS" shall mean any
         TECHNOLOGY RIGHTS developed, obtained, or acquired by CELGENE or an
         AFFILIATE, successor or assign thereof at any time subsequent to the
         EFFECTIVE DATE, in which CELGENE has a transferrable interest, relating
         to a modification of a PRODUCT described in any ENTREMED INTELLECTUAL
         PROPERTY or a method of using or use of such PRODUCT, which
         modification is (a) necessary for the

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         manufacture, use, or sale of such PRODUCT, and (b) then currently in
         use by CELGENE at the time ENTREMED exercises its rights under Section
         12.4(b), for the manufacture, use, or sale of such PRODUCT.

1.6      The term "CELGENE EXISTING INTELLECTUAL PROPERTY" shall mean CELGENE
         EXISTING PATENT RIGHTS and CELGENE EXISTING TECHNOLOGY RIGHTS.

1.7      The term "CELGENE EXISTING PATENT RIGHTS" shall mean the United States
         and foreign patents and patent applications relating to PRODUCTS in
         which CELGENE has an interest, jointly or solely, as owner, assignee,
         or licensee, whether exclusive or nonexclusive, as of the EFFECTIVE
         DATE.

1.8      The term "CELGENE EXISTING TECHNOLOGY RIGHTS" shall mean any TECHNOLOGY
         RIGHTS developed, obtained, or acquired, solely or jointly, exclusively
         or non-exclusively, by CELGENE or an AFFILIATE, successor or assign
         thereof as of the EFFECTIVE DATE.

1.9      The term "CMCC AGREEMENT" shall mean that certain License Agreement
         entered into by and between ENTREMED and Children's Medical Center
         Corporation ("CMCC"), dated May 26, 1994, as amended to the date
         hereof, attached hereto as Exhibit A.

1.10     The term "ENTREMED DEVELOPED PATENT RIGHTS" shall mean any United
         States or foreign patent applications relating to PRODUCTS assigned to,
         licensed to or filed, solely or jointly, by ENTREMED, or an AFFILIATE,
         successor or assign thereof at any time subsequent to the EFFECTIVE
         DATE, including any United States or foreign patent applications filed
         pursuant to the CMCC AGREEMENT or NCI AGREEMENT, and the patents
         issuing therefrom, which patent applications and patents shall be added
         to Appendix A and shall be

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         included in this Agreement as PATENT RIGHTS and licensed to CELGENE in
         accordance with Section 2 of this Agreement.

1.11     The term "ENTREMED DEVELOPED TECHNOLOGY RIGHTS" shall mean any
         TECHNOLOGY RIGHTS developed, obtained, or acquired, solely or jointly,
         exclusively or non-exclusively, by ENTREMED, or an AFFILIATE, successor
         or assign thereof at any time subsequent to the EFFECTIVE DATE,
         including any TECHNOLOGY RIGHTS developed or obtained pursuant to the
         CMCC AGREEMENT or NCI AGREEMENT, which TECHNOLOGY RIGHTS shall be
         included in this Agreement and licensed to CELGENE in accordance with
         Section 2 of this Agreement.

1.12     The term "ENTREMED EXISTING PATENT RIGHTS" shall mean the PATENT RIGHTS
         in which ENTREMED has an interest, jointly or solely, as owner,
         assignee, or licensee, whether exclusive or nonexclusive, as of the
         EFFECTIVE DATE.

1.13     The term "ENTREMED EXISTING TECHNOLOGY RIGHTS" shall mean any
         TECHNOLOGY RIGHTS developed, obtained, or acquired, solely or jointly,
         exclusively or non-exclusively, by ENTREMED, or an AFFILIATE, successor
         or assign thereof as of the EFFECTIVE DATE, including without
         limitation any TECHNOLOGY RIGHTS developed or obtained pursuant to the
         CMCC AGREEMENT or NCI AGREEMENT. ENTREMED EXISTING TECHNOLOGY RIGHTS
         expressly includes any regulatory data and filings, including without
         limitation all FDA Investigational New Drug and Orphan Drug Status
         applications, as set forth in Appendix C.

1.14     The term "ENTREMED INTELLECTUAL PROPERTY" shall mean and include
         ENTREMED DEVELOPED PATENT RIGHTS, ENTREMED DEVELOPED TECHNOLOGY RIGHTS,
         ENTREMED EXISTING PATENT RIGHTS, and ENTREMED EXISTING TECHNOLOGY
         RIGHTS.

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<PAGE>

1.15     The term "FIELD" shall mean the use of THALIDOMIDE in humans and
         animals, including without limitation any and all diagnostic,
         prophylactic, therapeutic, and research and development uses.

1.16     The term "FIRST COMMERCIAL SALE" shall mean, in each country of the
         TERRITORY, the first sale after the EFFECTIVE DATE in such country to a
         THIRD PARTY in connection with the nationwide introduction of any
         PRODUCT by CELGENE, its AFFILIATES or SUBLICENSEES following marketing
         and/or pricing approval by the appropriate governmental agency for the
         country in which the sale is to be made and, when governmental approval
         is not required, the first sale in that country in connection with the
         nationwide introduction of a PRODUCT in that country.

1.17     The term "NCI AGREEMENT" shall mean that certain Agreement by and
         between the Division of Cancer Treatment at the National Cancer
         Institute ("NCI") and ENTREMED, dated November 16, 1994, and executed
         on behalf of ENTREMED on November 23, 1994, and on behalf of NCI on
         November 18, 1994, attached hereto as Exhibit B.

1.18     The term "NDA" shall mean a New Drug Application filed with the United
         States Food and Drug Administration.

1.19     The term "NET SALES" means the gross amount received by CELGENE or its
         AFFILIATES or SUBLICENSEES for sale of PRODUCT to THIRD PARTIES, less:
         (i) cost of freight, postage, and freight insurance, (if paid by
         seller); (ii) sales taxes, value added taxes, excise taxes, and customs
         duties; (iii) cost of export licenses and any taxes, fees or other
         charges associated with the exportation or importation of PRODUCTS;
         (iv) rebates accrued, incurred or paid to Federal Medicaid and State
         Medicare and any other price reductions required by a governmental
         agency; (v) rejected shipments, returns, and retroactive deductions;
         (vi) the amount received for sales which become the subject of a
         subsequent temporary or partial recall

                                     - 5 -
<PAGE>

         by a regulatory agency for safety or efficacy reasons outside the
         control of CELGENE; and (vii) customary cash, quantity, and trade
         discounts; provided, however, that a sale or transfer to an AFFILIATE
         or SUBLICENSEE for re-sale by such AFFILIATE or SUBLICENSEE shall not
         be considered a sale for the purpose of this provision but the resale
         by such AFFILIATE or SUBLICENSEE shall be a sale for such purposes. A
         "sale" shall also include a transfer or other disposition for
         consideration, but not such transfers or dispositions, without
         consideration, for pre-clinical, clinical, regulatory or governmental
         purposes prior to receiving marketing approval for the specific
         indication for which such transfer is made. In the event that
         consideration in addition to or in lieu of money is received for
         PRODUCT, such consideration shall be added to the NET SALES as valued
         on the day of receipt thereof by CELGENE. To the extent that a PRODUCT
         is sold in other than an arms length transaction, NET SALES shall be
         the fair market value of such PRODUCT if sold in an arms length
         transaction, less the costs identified in subsections (i)-(vi) of this
         Section 1.19. PRODUCT shall be considered "sold" at the earlier of (a)
         the transfer of title in such PRODUCT to a person other than an
         AFFILIATE or SUBLICENSEE of CELGENE or (b) the shipment of such PRODUCT
         from the manufacturing or warehouse facilities of CELGENE or its
         AFFILIATE or SUBLICENSEE to a THIRD PARTY.

1.20     The term "PATENT RIGHT(s)" shall mean:

         (a) the United States patent applications and patents listed in
             Appendix A;

         (b) the United States and foreign patents issued from applications
             listed in Appendix A and from divisionals and continuations of such
             applications;

         (c) claims of United States continuation-in-part applications and of
             equivalent foreign applications, and of the resulting patent(s),
             that

                                     - 6 -
<PAGE>

             are directed to subject matter described in the United States and
             foreign applications listed in Appendix A;

         (d) claims of all later-filed foreign patent applications, and of the
             resulting patents, that are directed to subject matter described in
             the United States patents and/or patent applications described in
             the foregoing subsections of this Section 1.20;

         (e) any reissues, re-examinations or extension of United States patents
             described in the foregoing subsections of this Section 1.20; and

         (f) ENTREMED DEVELOPED PATENT RIGHTS, when assigned to, licensed to or
             filed, solely or jointly, by ENTREMED, or an AFFILIATE, successor
             or assign thereof, pursuant to Section 1.10 of this Agreement.

1.21     The term "PRODUCT" shall mean any article of manufacture, substance,
         material, chemical, formulation or composition for use in the FIELD
         which is or includes THALIDOMIDE as an active ingredient, including,
         without limitation, a composition that comprises THALIDOMIDE and a
         non-steroidal anti-inflammatory compound(s). PRODUCT expressly excludes
         THALIDOMIDE analogs.

1.22     The term "SUBLICENSEE" shall mean any THIRD PARTY licensed by CELGENE
         to make, have made, use, offer to sell, sell or import any PRODUCT.

1.23     The term "TECHNOLOGY RIGHTS" shall mean any information relating to
         PRODUCTS that is not covered by a patent or patent application,
         including without limitation technical and non-technical information,
         know-how, methods, processes, procedures, compositions, devices,
         formulae, protocols, techniques, software, designs, drawings, plans,
         diagrams, specifications, data, the results of tests or assays, and all
         other information relating to PRODUCTS.

                                     - 7 -
<PAGE>

1.24     The term "TERRITORY" shall mean all countries of the world.

1.25     The term "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.

1.26     The term "THIRD PARTY(IES)" shall mean a person or entity who or which
         is neither a party hereto nor an AFFILIATE of a party hereto.

1.27     The term "VALID CLAIM" shall mean an issued claim of an unexpired
         patent ("ISSUED VALID CLAIM") or a claim of a pending patent
         application, which shall not have been withdrawn, canceled or
         disclaimed, or held invalid or unenforceable by a court of competent
         jurisdiction in an unappealed or unappealable decision. Notwithstanding
         the foregoing to the contrary, a claim of a pending patent application,
         divisional application or continuation-in-part shall cease to be a
         VALID CLAIM if no patent has issued on such claim on or prior to the
         fifth (5th) anniversary of the EFFECTIVE DATE of this Agreement,
         provided that such claim shall once again become a VALID CLAIM on the
         issue date of a patent that subsequently issues and covers such claim.

1.28     The use herein of the plural shall include the singular, and the use of
         the masculine shall include the feminine.

                               SECTION 2 - GRANT

2.1      Grant of ENTREMED EXISTING PATENT RIGHTS and ENTREMED EXISTING
         TECHNOLOGY RIGHTS. ENTREMED hereby grants to CELGENE and CELGENE hereby
         accepts from ENTREMED an exclusive, royalty bearing right and license
         or sublicense, as the case may be, under the ENTREMED EXISTING PATENT
         RIGHTS and the

                                     - 8 -
<PAGE>

         ENTREMED EXISTING TECHNOLOGY RIGHTS to make, have made, use, offer to
         sell, sell, and import PRODUCTS in the TERRITORY.

2.2      Grant of ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED DEVELOPED
         TECHNOLOGY RIGHTS. ENTREMED hereby grants to CELGENE, to the extent not
         prohibited by the United States Government or by prior contractual
         obligations to any THIRD PARTY, and CELGENE hereby accepts from
         ENTREMED:

         (a) an exclusive, royalty bearing right and license under the ENTREMED
             DEVELOPED PATENT RIGHTS and the ENTREMED DEVELOPED TECHNOLOGY
             RIGHTS to make, have made, use, offer to sell, sell, and import
             PRODUCTS in the TERRITORY; and

         (b) to the extent an exclusive license is not available to CELGENE in a
             country under a particular ENTREMED DEVELOPED PATENT RIGHT or
             ENTREMED DEVELOPED TECHNOLOGY RIGHT, but a non-exclusive license
             would be available, ENTREMED hereby grants CELGENE a nonexclusive,
             royalty bearing right and license under such ENTREMED DEVELOPED
             PATENT RIGHT(s) and ENTREMED DEVELOPED TECHNOLOGY RIGHT(s) to make,
             have made, use, offer to sell, sell, and import PRODUCTS in the
             TERRITORY.

2.3      CELGENE'S Right To Sublicense.

         (a) In the United States. ENTREMED hereby grants to CELGENE the right
             to sublicense ENTREMED INTELLECTUAL PROPERTY in the United States
             with the consent of ENTREMED, to be exercised in ENTREMED's sole
             discretion.

         (b) Outside the United States. ENTREMED hereby grants to CELGENE the
             right to sublicense ENTREMED INTELLECTUAL

                                     - 9 -
<PAGE>

             PROPERTY outside the United States with the written consent of
             ENTREMED, which consent shall not be unreasonably withheld. Outside
             the United States, CELGENE shall use reasonable efforts to
             negotiate sublicensing agreements that are commercially reasonable
             according to contemporaneous prevailing standards within the
             pharmaceutical industry.

2.4      Assignment Of Investigational New Drug and Orphan Drug Status
         Applications. Within ten (10) days of the EFFECTIVE DATE, ENTREMED and
         CELGENE shall notify the Food and Drug Administration ("FDA") of the
         transfer of ENTREMED's rights in PRODUCTS to CELGENE by submitting to
         the FDA letters substantially in the form attached hereto as Exhibit C,
         and ENTREMED shall notify CELGENE of its compliance with this Section
         2.4 by copies of such letters. ENTREMED shall take all further steps
         necessary or helpful to assign to CELGENE all Orphan Drug Status and
         Investigational New Drug applications filed by ENTREMED as of the
         EFFECTIVE DATE, as set forth in Appendix C. If the FDA declines to
         allow the assignment of any of ENTREMED's Investigational New Drug
         and/or Orphan Drug Status application(s) to CELGENE, for whatever
         reason, then ENTREMED's rights under such application(s) will be
         included in this Agreement as ENTREMED EXISTING TECHNOLOGY RIGHTS and
         will be licensed to CELGENE in accordance with Section 2 of this
         Agreement.

2.5      Assignment Of Agreements. Within ten (10) days of the EFFECTIVE DATE,
         ENTREMED shall notify CMCC and NCI of the sublicense and transfer,
         respectively, of its rights in PRODUCTS to CELGENE, and shall take all
         steps necessary or helpful to assign to CELGENE the NCI AGREEMENT,
         including without limitation requesting consent to assign ENTREMED's
         obligations and entire right, title, and interest, under such agreement
         to CELGENE, and upon receipt of the consent of NCI to assign the NCI
         AGREEMENT, CELGENE will expressly assume all of

                                     - 10 -
<PAGE>

         ENTREMED's duties and obligations thereunder. In the event that
         ENTREMED is not permitted to assign its rights under the NCI AGREEMENT
         to CELGENE, ENTREMED's rights in any PATENT RIGHTS or TECHNOLOGY RIGHTS
         resulting from the NCI AGREEMENT will be included in this Agreement as
         ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED DEVELOPED TECHNOLOGY
         RIGHTS, respectively, and will be licensed to CELGENE in accordance
         with Section 2.2 of this Agreement.

2.6      Technology Transfer. As soon as reasonably possible following the
         EFFECTIVE DATE, but in no event later than one (1) month after such
         date, ENTREMED shall transfer to CELGENE all ENTREMED EXISTING
         TECHNOLOGY RIGHTS and ENTREMED DEVELOPED TECHNOLOGY RIGHTS not already
         in CELGENE's possession. ENTREMED agrees to disclose and transfer all
         ENTREMED DEVELOPED TECHNOLOGY RIGHTS to CELGENE promptly, as they are
         obtained or developed. ENTREMED also agrees to provide, upon reasonable
         notice from CELGENE, any technical, scientific, statistical, and/or
         regulatory support necessary or useful to CELGENE's understanding
         and/or use of ENTREMED EXISTING TECHNOLOGY RIGHTS and ENTREMED
         DEVELOPED TECHNOLOGY RIGHTS.

2.7      Understanding Regarding CMCC AGREEMENT. To the extent TECHNOLOGY RIGHTS
         and/or PATENT RIGHTS licensed to CELGENE under this Agreement are
         rights which ENTREMED has licensed from CMCC under the CMCC AGREEMENT,
         CELGENE and ENTREMED understand and agree as follows:

         (a) The rights licensed to CELGENE by ENTREMED are subject to the
             terms, limitations, restrictions and obligations of the CMCC
             AGREEMENT.

                                     - 11 -
<PAGE>

         (b) CELGENE will comply with the terms, obligations, limitations and
             restrictions of sublicensees under Articles II, V, VII, VIII, IX,
             X, XII, XIII, and XV of the CMCC AGREEMENT.

         (c) ENTREMED will, at its own expense, timely pay the milestone payment
             of "..." due to CMCC upon completion of a Phase II clinical trial
             for any indication, pursuant to Section 4.1.3 of the CMCC
             AGREEMENT. ENTREMED shall promptly provide written notice to
             CELGENE of such payment.

         (d) CELGENE will, at its own expense, timely pay the milestone payment
             of "..." due to CMCC upon completion of a Product License
             Application for any indication, pursuant to Section 4.1.4 of the
             CMCC AGREEMENT, which payment shall be made to ENTREMED and timely
             forwarded by ENTREMED to CMCC; provided, however, that if (i) such
             payment becomes due prior to January 1, 2000, and (ii) CELGENE's
             annual sales in the year such payment becomes due are less than
             "...", CELGENE may notify ENTREMED, in writing, that it wishes
             ENTREMED to pay such amount to CMCC directly, which ENTREMED hereby
             agrees to do, and, by June 30, 2000 CELGENE shall reimburse
             ENTREMED the amount paid to CMCC, plus interest calculated at the
             annual rate of the sum of one percent (1%) plus the prime interest
             rate quoted by Citibank, N.A. on the date said payment is due.
             ENTREMED shall promptly provide written notice to CELGENE of all
             payments under this Section 2.7(d).

         (e) ENTREMED will comply with the terms, obligations, limitations and
             restrictions of the CMCC AGREEMENT, including, without limitation,
             any provisions relating to due diligence, notification with respect
             to sublicenses, and milestone payments, subject to Sections 2.7(c)
             and (d) of this Agreement.

                                     - 12 -
<PAGE>

         (f) The CMCC AGREEMENT and ENTREMED's rights thereunder shall remain in
             full force and effect for the life of the last to expire patent
             issued under the Patent Rights, as defined therein, unless earlier
             terminated pursuant to Article XIII of the CMCC AGREEMENT.

                           SECTION 3 - DUE DILIGENCE

3.1      In the United States.

         (a) CELGENE shall initiate and diligently use reasonable efforts to
             develop, or to file for regulatory approval of or register, and to
             market and sell PRODUCTS in the United States. Reasonable efforts
             with respect to the development and/or pursuit of regulatory
             approval or registration for PRODUCTS in the United States shall be
             demonstrated by CELGENE (i) developing and pursuing regulatory
             approval for PRODUCTS for those uses CELGENE, in good faith,
             determines to be commercially and scientifically reasonable,
             including but not limited to (a) one (1) "...", (b) one (1) "...",
             and (c) one (1) "..."; and (ii) funding and conducting clinical
             trials for PRODUCTS for other uses in order to enhance scientific
             knowledge with regard to such PRODUCTS, including for the
             publication of data and results in scientific journals, whether or
             not such clinical trials result in or facilitate the pursuit of
             regulatory approval.

         (b) ENTREMED agrees that, subject to Section 3.6 of this Agreement, (i)
             the decision regarding which uses to pursue regulatory approval of
             PRODUCTS for, and/or to fund and conduct clinical trials of
             PRODUCTS for, pursuant to Section 3.1(a) of this Agreement, shall
             be made by and in the sole discretion of CELGENE; and (ii) with
             respect to the manner in which regulatory approval is sought and/or
             clinical trials are funded and conducted, CELGENE shall

                                     - 13 -
<PAGE>

             have sole discretion, including, without limitation, complete
             control over all regulatory submissions of PRODUCTS to the
             appropriate regulatory agencies worldwide, including whether, when,
             and how to file, maintain, withdraw, or abandon an application for
             regulatory approval of PRODUCTS.

         (c) Within 90 days after the EFFECTIVE DATE, CELGENE shall draft a
             Development Plan outlining CELGENE'S development objectives for
             PRODUCTS, in accordance with Sections 3.1(a)(i) and (b) of this
             Agreement. CELGENE shall consult with ENTREMED concerning the
             Development Plan. The Development Plan shall include suitable
             clinical milestones which are reasonably intended to lead to
             regulatory approval of PRODUCTS, in accordance with Sections
             3.1(a)(i) and (b) of this Agreement.

         (d) CELGENE shall provide a written summary report to ENTREMED within
             thirty (30) days after June 30th and December 31st of each calendar
             year concerning the efforts being made in accordance with this
             Section 3.1 with respect to PRODUCTS. CELGENE shall provide
             ENTREMED with any additional information reasonably requested by
             ENTREMED in this respect.

         (e) At ENTREMED'S reasonable request, CELGENE shall provide ENTREMED
             access to all clinical trial data for PRODUCTS conducted by CELGENE
             in accordance with the Development Plan set forth in this Section
             3.1. In the event that rights are returned to ENTREMED under
             Section 3.1(f) of this Agreement, ENTREMED shall have the right to
             review and use the clinical trial data in its own clinical program.

         (f) In the event that CELGENE fails to meet any of its obligations
             under this Section 3.1 with respect to PRODUCTS in the United

                                     - 14 -
<PAGE>

             States, and such failure is not cured within sixty (60) days after
             written notice thereof is received by CELGENE from ENTREMED, then
             ENTREMED shall have the right and option to terminate the license
             granted in this Agreement and this Agreement by giving CELGENE
             sixty (60) days prior written notice thereof.

3.2      Outside the United States.

         (a) Diligence. CELGENE shall initiate and diligently use reasonable
             efforts to develop, or to file for regulatory approval of or
             register, and to market and sell PRODUCTS in Europe, in Canada, and
             in the Pacific Rim, Japan, and Australia (collectively, the
             "PACIFIC RIM"). Reasonable efforts with respect to the development
             and/or pursuit of regulatory approval or registration for PRODUCTS
             in Europe, Canada, and the PACIFIC RIM shall be demonstrated by
             CELGENE, or a sublicensee thereof, pursuing regulatory approval for
             PRODUCTS (i) in Italy, France, the United Kingdom, and Germany (in
             the case of Europe), and in Japan and one other country of the
             PACIFIC RIM (in the case of the PACIFIC RIM), within "..." from the
             date of the first FDA approval of a PRODUCT for an oncology
             indication or Crohn's disease, whichever occurs earlier; and (ii)
             in Canada, within one (1) year from the date of the first FDA
             approval of a PRODUCT for an oncology indication or Crohn's
             disease, whichever occurs earlier.

         (b) CELGENE's Discretion. ENTREMED agrees that, subject to Section 3.6
             of this Agreement, (i) the decision regarding which uses to pursue
             regulatory approval of PRODUCTS for, and/or to fund and conduct
             clinical trials of PRODUCTS for, pursuant to Section 3.2(a) of this
             Agreement, shall be made by and in the sole discretion of CELGENE;
             and (ii) with respect to the manner in

                                     - 15 -
<PAGE>

             which regulatory approval is sought and/or clinical trials are
             funded and conducted, CELGENE shall have sole discretion,
             including, without limitation, complete control over all regulatory
             submissions of PRODUCTS to the appropriate regulatory agencies
             worldwide, including whether, when, and how to file, maintain,
             withdraw, or abandon an application for regulatory approval of
             PRODUCTS.

         (c) Cooperation. If CELGENE fails to use reasonable efforts in Europe,
             Canada, or the PACIFIC RIM, as set forth in Section 3.2(a) of this
             Agreement, or to sublicense its rights to a THIRD PARTY, then
             ENTREMED shall have the right and option to either (i) terminate
             the licenses granted in the region where such failure has occurred,
             i.e., Europe, Canada, or the PACIFIC RIM, respectively, by giving
             CELGENE sixty (60) days prior written notice thereof, or (ii)
             cooperate with CELGENE to find an appropriate SUBLICENSEE for such
             rights.

3.3      For PRODUCTS For Use In Animals.

         (a) Diligence. CELGENE shall initiate and diligently use reasonable
             efforts to develop, or to file for regulatory approval of or
             register, and to market and sell PRODUCTS for use in animals. Such
             reasonable efforts shall be demonstrated by CELGENE obtaining
             regulatory approval for the sale of a PRODUCT for use in animals
             within four (4) years of the EFFECTIVE DATE in the United States
             and, outside the United States, in one of the following countries:
             Italy, France, the United Kingdom, or Germany.

         (b) Cooperation. If CELGENE fails to use reasonable efforts either in
             the United States or outside the United States, as set forth in
             Section 3.3(a) of this Agreement, or to sublicense its rights in
             such regions to a THIRD PARTY, then ENTREMED shall have the

                                     - 16 -
<PAGE>

             right and option to either (i) terminate CELGENE's rights in the
             region where such failure has occurred, i.e., in the United States
             or outside the United States, respectively, in and to such PRODUCTS
             for use in animals by giving CELGENE sixty (60) days prior written
             notice thereof, or (ii) cooperate with CELGENE to find an
             appropriate SUBLICENSEE for such rights.

3.4      No Other ENTREMED Rights. Except as otherwise expressly provided in
         this Agreement, ENTREMED agrees that it has not retained any rights
         under ENTREMED INTELLECTUAL PROPERTY to PRODUCTS, and that is shall not
         (i) make, use, offer to sell, sell, or import PRODUCTS in the
         TERRITORY, or (ii) collaborate, negotiate, or deal with THIRD PARTIES
         with respect to PRODUCTS.

3.5      Co-Promotion By CELGENE And ENTREMED.

         (a) With Regard To PRODUCTS. If CELGENE, in its sole discretion,
             decides to co-promote any PRODUCT or to seek sales assistance in
             promoting any PRODUCT, including, but not limited to, sales
             assistance for indications not then promoted by CELGENE sales
             personnel, CELGENE shall, in good faith, consider ENTREMED for the
             opportunity to co-promote such PRODUCT(S) for such indications in
             the United States.

             (i)   CELGENE will give ENTREMED due consideration for the
                   opportunity to co-promote such PRODUCT(S) as set forth
                   herein, provided that ENTREMED has a sales force capable of
                   providing the required details to the targeted physician
                   audience, or is capable of assembling such a sales force
                   within six (6) months, and agrees to do so. If and only if
                   ENTREMED either has a sales force capable of providing the
                   required details to the targeted physician audience, or
                   commits to assembling such a sales force

                                     - 17 -
<PAGE>

                   within six (6) months, the decision to offer ENTREMED the
                   opportunity to co-promote such PRODUCT(s) for such
                   indications in the United States shall be made, in good
                   faith, by CELGENE, and CELGENE shall notify ENTREMED of its
                   decision in writing.

             (ii)  If CELGENE offers ENTREMED the opportunity to co-promote,
                   pursuant to Section 3.5(a)(i) of this Agreement, ENTREMED
                   shall have thirty (30) days to accept such offer by written
                   notice to CELGENE. If ENTREMED accepts such offer to
                   co-promote PRODUCTS, then the parties will negotiate, in good
                   faith, a co-promotion agreement setting forth the substance
                   of this Section 3.5 and other normal and customary conditions
                   within six (6) months of CELGENE's receipt of ENTREMED's
                   acceptance pursuant to this Section 3.5(a)(ii).

             (iii) ENTREMED's co-promotion efforts will focus on detailing
                   (product presentations) the PRODUCT to the targeted physician
                   audience. In such case, ENTREMED's sales representatives will
                   also have the opportunity, from time to time, to participate
                   in seminars, in-service training, group presentations, and
                   other educational and promotional activities initiated by
                   CELGENE in consultations with ENTREMED. In addition, ENTREMED
                   will assign a product manager to participate with the CELGENE
                   marketing team to provide input as appropriate and to be the
                   operational liaison between CELGENE and ENTREMED's sales
                   force.

         (b) With Regard To Anti-angiogenic Compounds. If ENTREMED, in its sole
             discretion, decides to co-promote an anti-angiogenic compound or a
             composition containing, as an active ingredient, such a compound,
             or to seek sales assistance in promoting any

                                     - 18 -
<PAGE>

             such anti-angiogenic compound or composition, including, but not
             limited to, sales assistance for indications not then promoted by
             ENTREMED sales personnel, ENTREMED shall, in good faith, consider
             CELGENE for the opportunity to co-promote such anti-angiogenic
             compounds and/or compositions. The decision to offer CELGENE the
             opportunity to co-promote such anti-angiogenic compounds and/or
             compositions shall be made in the sole discretion of ENTREMED, and
             be subject, mutatis mutandis, to the terms and conditions set forth
             in Sections 3.5(a)(ii) and (iii) of this Agreement.

3.6      Establishment Of A Scientific Committee. CELGENE agrees to conduct and
         fund a development program designed to obtain approval to market
         PRODUCTS, in accordance with its obligations under Section 3.1(a)(i)
         and 3.1(b) of this Agreement (the "PROGRAM"). To ensure the continued
         participation of ENTREMED in these development activities, the PROGRAM
         will be monitored by a Scientific Committee as described herein (the
         "COMMITTEE").

         (a) Members. Within ten (10) days of the date hereof, ENTREMED and
             CELGENE shall each appoint two (2) persons to serve on the
             COMMITTEE. Each party will have the right to change its
             representation on the COMMITTEE upon written notice to the other.

         (b) Chairperson. The COMMITTEE will be chaired by one representative of
             CELGENE, who shall be chosen in the sole discretion of CELGENE.

         (c) Responsibilities. The COMMITTEE will have authority to:

             (i)   act in an advisory role and provide information, including
                   without limitation technical and regulatory information and

                                     - 19 -
<PAGE>

                   marketing and sales information, helpful in connection with
                   the PROGRAM;

             (ii)  make recommendations regarding the performance of the PROGRAM
                   and the conduct of the work pursuant thereto, and monitor
                   performance thereunder;

             (iii) propose modifications to the PROGRAM;

             (iv)  review any and all proposed publication(s) relating to the
                   PROGRAM and the results therefrom; and

             (v)   review all information and data resulting from the PROGRAM.

         (d) Meetings. The COMMITTEE will meet not less than four (4) times a
             year during the term of the PROGRAM, at such dates and times as
             agreed to by the parties. The COMMITTEE will prepare written
             minutes of each meeting and a written record of all decisions
             whether made at a formal meeting or not. All decisions made and
             actions taken by the COMMITTEE will be made or taken in the sole
             discretion of CELGENE after good faith consideration of the
             position or opinion of the ENTREMED members.

         (e) Term and Termination. The PROGRAM will continue until there are no
             longer any ongoing activities in pursuit of regulatory approval, or
             any pending applications for regulatory approval, for PRODUCTS,
             pursuant to Sections 3.1(a)(i) and (b) of this Agreement. Once all
             such activities have been completed and all such regulatory
             approvals have been obtained, CELGENE may, in its sole discretion,
             extend the term of the PROGRAM to include PRODUCTS in clinical
             trials for other uses, as set forth in Sections 3.1(a)(ii) and (b)
             of this Agreement, in which case the PROGRAM will continue until
             such clinical trials have been completed or otherwise terminated
             or, if applicable, until regulatory approval has

                                     - 20 -
<PAGE>

             been obtained, unless the PROGRAM is sooner terminated by CELGENE.

                             SECTION 4 - ROYALTIES

4.1      Royalty Payments.

         (a) First Twelve Years. CELGENE shall pay to ENTREMED the following
             royalties on the NET SALES of PRODUCTS sold by CELGENE or its
             AFFILIATES in each country of the TERRITORY (i) for the first
             consecutive twelve (12) years from the date of the FIRST COMMERCIAL
             SALE of a PRODUCT in each country of the TERRITORY, and, separately
             and independently, (ii) for the first consecutive twelve (12) years
             from the date of the FIRST COMMERCIAL SALE of each PRODUCT that
             contains, as a second active ingredient, a compound other than
             THALIDOMIDE, in each country of the TERRITORY:

             (i)   "..." of NET SALES up to "..." dollars of such sales;

             (ii)  "..." of NET SALES between "..." dollars and "..." dollars of
                   such sales;

             (iii) "..." of NET SALES between "..." and "..." dollars of such
                   sales; and

             (iv)  "..." of NET SALES over "..." dollars of such sales.

         (b) After Twelve Years. For each PRODUCT in each country in the
             TERRITORY in which the twelve (12) year period provided for in
             Section 4.1(a) of this Agreement shall have terminated, CELGENE
             shall pay to ENTREMED the following royalties on the NET SALES of
             such PRODUCT covered by an ISSUED VALID CLAIM of the PATENT RIGHTS
             that are sold by CELGENE or its AFFILIATES in such country:

             (i)   "..." of NET SALES up to "..." dollars of such sales;

                                     - 21 -
<PAGE>

             (ii)  "..." of NET SALES between "..." dollars and "..." dollars of
                   such sales;

             (iii) "..." of NET SALES between "..." and "..." dollars of such
                   sales; and

             (iv ) "..." of NET SALES over "..." dollars of such sales;

         and such royalties under this Section 4.1(b) shall be payable until the
         last to expire PATENT RIGHT containing an ISSUED VALID CLAIM covering
         such PRODUCT sold by CELGENE or its AFFILIATES in such country.

4.2      Sublicensing Payments and Royalties.

         (a) Under CELGENE's Rights. If CELGENE grants a sublicense of its
             exclusive rights under this Agreement, pursuant to Section 2.3 of
             this Agreement, in any country(ies) of the TERRITORY, CELGENE shall
             pay to ENTREMED (i) "..." of any non-royalty consideration,
             including but not limited to any sublicensing and/or milestone
             payments received by CELGENE pursuant to such sublicense and (ii)
             "..." of the royalty income paid by SUBLICENSEES to CELGENE on NET
             SALES of PRODUCTS.

         (b) CELGENE-ENTREMED Cooperation. If CELGENE grants a sublicense of any
             of its rights under this Agreement in any area of the FIELD or any
             country of the TERRITORY with respect to which ENTREMED and CELGENE
             are cooperating pursuant to Sections 3.2 or 3.3 of this Agreement,
             CELGENE shall pay to ENTREMED "..." of any non-royalty
             consideration, including but not limited to any sublicensing and/or
             milestone payments received by CELGENE pursuant to such sublicense.
             CELGENE shall also pay to ENTREMED, as applicable, the following:
             (i) if CELGENE and ENTREMED are cooperating in any country(ies)
             pursuant to Section 3.2 of this Agreement, "..." of the royalty
             income paid by SUBLICENSEES to CELGENE on NET SALES, in such
             country(ies), of PRODUCTS; and (ii) if CELGENE and

                                     - 22 -
<PAGE>

             ENTREMED are cooperating in any country(ies) with regard to
             PRODUCTS for use in animals pursuant to Section 3.3 of this
             Agreement, "..." of the royalty income paid by SUBLICENSEES to
             CELGENE on NET SALES in such country(ies) of such PRODUCTS.

4.3      Later-Issued VALID CLAIM. In the event that there is no ISSUED VALID
         CLAIM of a PATENT RIGHT in a country within the TERRITORY on the date
         the twelve (12) year period provided for in Section 4.1(a) of this
         Agreement expires, no royalties shall be owed by CELGENE to ENTREMED
         under Sections 4.1(b) and 4.2 of this Agreement on PRODUCTS sold by
         CELGENE or its AFFILIATES in such country, provided, however, that if a
         VALID CLAIM of a PATENT RIGHT thereafter issues in such country,
         CELGENE shall pay ENTREMED royalties on the NET SALES in such country
         of PRODUCTS covered by an ISSUED VALID CLAIM of the PATENT RIGHTS that
         are sold by CELGENE or its AFFILIATES, according to the royalty rates
         set forth in Sections 4.1(b) and 4.2 of this Agreement, and such
         royalties under this Section 4.3 shall be payable until the last to
         expire PATENT RIGHT containing an ISSUED VALID CLAIM covering the
         PRODUCTS sold by CELGENE, its AFFILIATES or SUBLICENSEE in such
         country.

4.4      No Multiple Royalties.

         No multiple royalties shall be payable because any PRODUCT, its
         manufacture, use, importation, lease, or sale is or shall be covered by
         more than one PATENT RIGHT.

4.5      THIRD PARTY Sales. In any country where sales by a THIRD PARTY of a
         PRODUCT(s) for a similar dosage form and/or route of administration:

                                     - 23 -
<PAGE>

         (a) are equal to or greater than "..." of the dollar market share for
             such PRODUCT in such country ("MARKET SHARE"), but less than "..."
             of the MARKET SHARE, then the royalty payable to ENTREMED pursuant
             to Sections 4.1 and 4.3 of this Agreement shall be reduced by
             "...";

         (b) are equal to or greater than "..." of the MARKET SHARE, but less
             than "..." of the MARKET SHARE, then the royalty payable to
             ENTREMED pursuant to Sections 4.1 and 4.3 of this Agreement shall
             be reduced by "...";

         (c) are equal to or greater than "..." of the MARKET SHARE, but less
             than "..." of the MARKET SHARE, then the royalty payable to
             ENTREMED pursuant to set Sections 4.1 and 4.3 of this Agreement
             shall be reduced by "..."; and

         (d) are equal to or greater than "..." of the MARKET SHARE, then the
             royalty payable to ENTREMED pursuant to Sections 4.1 and 4.3 of
             this Agreement shall be reduced by "...";

         provided that royalties payable to ENTREMED shall never be reduced
         below "..." of NET SALES in each royalty bracket. For purposes of this
         Section 4.5, oral dosage forms shall include, without limitation, all
         capsule, caplet, tablet, and liquid formulations for oral
         administration.

4.6      Recordkeeping. CELGENE shall keep, and shall cause each of its
         AFFILIATES and SUBLICENSEES to keep, full and accurate books of account
         containing all particulars relevant to its sales of PRODUCTS that may
         be necessary for the purpose of calculating all royalties payable to
         ENTREMED. Such books of account shall be kept at their principal place
         of business and, with all necessary supporting data shall, for the
         three (3) years next following the end of the calendar year to which
         each shall pertain, be open for inspection by an independent certified
         public accountant reasonably acceptable to CELGENE, upon reasonable
         notice

                                     - 24 -
<PAGE>

         during normal business hours at ENTREMED'S expense for the sole purpose
         of verifying royalty statements or compliance with this Agreement. In
         the event the inspection determines that royalties due ENTREMED for any
         period have been underpaid by five percent (5%) or more, then CELGENE
         shall pay for all costs of the inspection. In all cases, CELGENE shall
         pay to ENTREMED any underpaid royalties promptly and with interest at
         the prime rate available to ENTREMED from its bank plus two percent
         (2%). All information and data reviewed in the inspection shall be used
         only for the purpose of verifying royalties and shall be treated as
         CELGENE CONFIDENTIAL INFORMATION subject to the obligations of this
         Agreement. No audit by an agent of ENTREMED shall occur more frequently
         than once during any twelve (12) month period.

4.7      Quarterly Payments and Reports. In each year the amount of royalty due
         shall be calculated quarterly as of the end of each CALENDAR QUARTER
         and shall be paid quarterly within the forty-five (45) days next
         following such date. Every such payment shall be supported by the
         accounting described in Section 4.8 of this Agreement. All royalties
         due ENTREMED are payable in United States dollars. When PRODUCTS are
         sold for currency other than United States dollars, the earned
         royalties will first be determined in the foreign currency of the
         country in which such PRODUCTS were sold and then converted into
         equivalent United States funds. The exchange rate will be that rate
         quoted in the Wall Street Journal on the last business day of the
         CALENDAR QUARTER in which such sales were made.

4.8      Accounting Reports. With each quarterly payment, CELGENE shall deliver
         to ENTREMED a full and accurate accounting to include at least the
         following information:

                                     - 25 -
<PAGE>

         (a) Quantity of PRODUCT subject to royalty sold, by country, by
             CELGENE, its AFFILIATES or SUBLICENSEES;

         (b) Total receipts for each PRODUCT subject to royalty, by country and,
             to the extent used in any royalty calculations during such quarter,
             the exchange rate set forth in Section 4.7 of this Agreement;

         (c) Compensation on PRODUCTS received from SUBLICENSEES pursuant to a
             sublicense of CELGENE's rights under this Agreement; and

         (c) Total royalties and/or compensation payable to ENTREMED.

                          SECTION 5 - CONFIDENTIALITY

5.1      Confidential Information. During the term of this Agreement, it is
         contemplated that each party may disclose to the other, proprietary and
         confidential technology, inventions, technical information, material,
         reagents, biological materials and the like which are owned or
         controlled by the party providing such information or which that party
         is obligated to maintain in confidence and which is designated by the
         party providing such information as confidential ("CONFIDENTIAL
         INFORMATION"). Each party agrees not to disclose the CONFIDENTIAL
         INFORMATION and to maintain the CONFIDENTIAL INFORMATION in strict
         confidence, to cause all of its agents, representatives and employees
         to maintain the disclosing party's CONFIDENTIAL INFORMATION in
         confidence and not to disclose any such CONFIDENTIAL INFORMATION to a
         THIRD PARTY without the prior written consent of the disclosing party,
         and not to use such CONFIDENTIAL INFORMATION for any purpose other than
         as provided under this Agreement. The secrecy obligations of the
         parties with respect to

                                     - 26 -
<PAGE>

             CONFIDENTIAL INFORMATION shall continue for a period ending ten
             (10) years from the termination of this Agreement.

5.2      Non-Confidential Information. The obligations of confidentiality will
         not apply to information that:

         (a) was known to the receiving party or generally known to the public
             prior to its disclosure hereunder through no fault of the
             disclosing party or any agent, representative or employee thereof;
             or

         (b) subsequently becomes known to the public by some means other than a
             breach of this Agreement, including publication and/or laying open
             to inspection of any patent applications or patents;

         (c) is subsequently disclosed to the receiving party by a THIRD PARTY
             having a lawful right to make such disclosure and who is not under
             an obligation of confidentiality to the disclosing party;

         (d) is required by law, rule, regulation or bona fide legal process to
             be disclosed, provided that the disclosing party takes all
             reasonable stem to restrict and maintain confidentiality of such
             disclosure and provides reasonable notice to the non-disclosing
             party; or

         (e) is approved for release by the parties.

5.3      Disclosure To THIRD PARTIES. The obligations of Section 5.1
         notwithstanding, CELGENE or ENTREMED, as the case may be, may disclose
         the CONFIDENTIAL INFORMATION licensed hereunder to THIRD PARTIES

         (a) who need to know the same in order to obtain regulatory approval
             for a PRODUCT under this Agreement, provided that the actions of
             such THIRD PARTY are not in conflict with CELGENE's rights under
             this Agreement,

                                     - 27 -
<PAGE>

         (b) who need to know the same in order to work towards the commercial
             development of PRODUCT on behalf of CELGENE, or

         (c) for whom the non-disclosing party, ENTREMED or CELGENE, as the case
             may be, has given prior written approval

         provided that such THIRD PARTIES are bound by obligations of
         confidentiality and non-use at least as stringent as those set forth
         herein.

5.4      Disclosure To Sublicensees. CELGENE may disclose ENTREMED's
         CONFIDENTIAL INFORMATION to a SUBLICENSEE without ENTREMED's approval,
         provided that such SUBLICENSEES are bound by obligations of
         confidentiality and non-use at least as stringent as those set forth
         herein.

5.5      Public Statements. Neither CELGENE nor ENTREMED may issue a public
         statement, including without limitation a press release, with regard to
         this Agreement without the prior written consent of the other party,
         which consent shall not be unreasonably withheld. In accordance with
         the rules and regulations promulgated by the Securities and Exchange
         Commission, the parties will request that this Agreement be treated as
         confidential.

                    SECTION 6 - ADVERSE MEDICAL EXPERIENCES

6.1      Adverse Medical Experience Reporting. CELGENE shall comply fully with
         all applicable medical/adverse experience reporting requirements in all
         countries where CELGENE intends to carry out clinical trials and/or
         market PRODUCT.

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<PAGE>

                              SECTION 7 - PATENTS

7.1      Patent Prosecution.

         (a) ENTREMED shall use reasonable efforts to prepare, file, prosecute
             and maintain patent applications and patents directed to PATENT
             RIGHTS and PRODUCTS through patent counsel selected by ENTREMED and
             reasonably acceptable to CELGENE, who shall consult with and keep
             CELGENE advised with respect thereto.

         (b) CELGENE shall reimburse ENTREMED for all reasonable costs and
             expenses incurred after the EFFECTIVE DATE for the filing,
             prosecution and maintenance of PATENT RIGHTS.

7.2      Cooperation In Prosecution.

         (a) With respect to any PATENT RIGHTS, each patent application, office
             action, response to office action, request for terminal disclaimer,
             petition, and request for reissue or reexamination of any patent
             issuing from such application shall be provided to CELGENE
             sufficiently prior to the filing of such application, response,
             petition, or request to allow for review and comment by CELGENE.
             ENTREMED shall have the right to take any action that, in its
             judgement, is necessary to preserve such PATENT RIGHTS.

         (b) Within a reasonable time from the EFFECTIVE DATE, CELGENE and
             ENTREMED will discuss each party's patent portfolio with regard to
             PRODUCTS, in accordance with prior obligations of confidentiality
             owed by each party to any THIRD PARTY, and will use reasonable
             efforts to coordinate their respective patent portfolio, to the
             extent possible, so as to maximize the patent protection for
             PRODUCTS.

                                     - 29 -
<PAGE>

7.3      Infringement and Declaratory Judgment Actions.

         (a) Notification. In the event that either party learns of the
             infringement of any PATENT RIGHT, or the filing of a Declaratory
             Judgement action alleging the invalidity, unenforceability, or
             noninfringement of any PATENT RIGHT ("DJ ACTION"), that party must
             promptly notify the other party of the infringement or DJ ACTION,
             as the case may be, in writing, and must provide reasonable
             evidence of the infringement. Neither party will notify a THIRD
             PARTY of the infringement of any PATENT RIGHT or of the filing of a
             DJ ACTION directed to any PATENT RIGHT without first obtaining
             consent of the other party, which consent shall not be unreasonably
             withheld.

         (b) CELGENE's Right To File Infringement Actions. To the extent
             ENTREMED has the right to bring a suit or action to compel the
             termination of infringement of the PATENT RIGHTS, including to the
             extent provided in Article 7 of the CMCC AGREEMENT, ENTREMED hereby
             grants CELGENE the right and option, but not the obligation, to
             bring an action for infringement or to defend against a DJ action,
             at its sole expense, in the name of ENTREMED and/or in the name of
             CELGENE, and to join ENTREMED as a party plaintiff if required. No
             settlement, consent judgment or other voluntary final disposition
             of a suit that adversely affects PATENT RIGHTS may be entered into
             without the consent of ENTREMED, which consent shall not be
             unreasonably withheld.

         (c) CELGENE's Right To Defend DJ ACTIONS. In the event that a DJ ACTION
             is brought naming CELGENE as a defendant, CELGENE shall have the
             right to proceed with the litigation or settle such action
             provided, however, that no settlement, consent

                                     - 30 -
<PAGE>

             judgment or other voluntary final disposition of a suit that
             adversely affects PATENT RIGHTS may be entered into without the
             consent of ENTREMED, which consent shall not be unreasonably
             withheld.

         (d) CELGENE's Recovery. In the event that CELGENE shall undertake the
             enforcement and/or defense of the PATENT RIGHTS by litigation, any
             recovery of damages by CELGENE for any such litigation shall be
             applied first in satisfaction of any unreimbursed expenses and
             legal fees of CELGENE relating to the suit. The balance remaining
             from any such recovery shall, after ENTREMED receives its royalties
             from lost sales, belong to CELGENE.

         (e) ENTREMED's Right To Litigate. In the event that CELGENE elects not
             to pursue an action for infringement or to defend against a DJ
             action, as the case may be, CELGENE shall notify ENTREMED in
             writing of such election and ENTREMED shall have the right and
             option, but not the obligation, at its cost and expense, to
             initiate infringement litigation and to retain any recovered
             damages.

         (f) Cooperation. In any infringement suit either party may institute to
             enforce or defend the PATENT RIGHTS pursuant to this Agreement, the
             other party hereto shall, at the request of the party initiating
             such suit, cooperate in all respects and, to the extent possible,
             have its employees testify when requested and make available
             relevant records, papers, information, samples, specimens, and the
             like. All reasonable out-of-pocket costs incurred in connection
             with rendering cooperation requested hereunder shall be paid by the
             party requesting cooperation.

                                     - 31 -
<PAGE>

         (g) THIRD PARTY Royalty Reduction. In the event that an infringement
             action is brought by a THIRD PARTY against CELGENE alleging that
             CELGENE's making, using, offering to sell, selling, or importing of
             PRODUCTS under the PATENT RIGHTS infringes a THIRD PARTY patent,
             and results in a judgment or settlement requiring royalties to be
             paid by CELGENE to such THIRD PARTY, the royalties owed by CELGENE
             to ENTREMED under Section 4 of this Agreement shall be reduced by
             an amount equal to "..." of the royalties owed to such THIRD PARTY,
             provided that the royalties owed to ENTREMED shall not be reduced
             under this Section 7.3(f) to less than "..." of NET SALES, nor
             shall any specific royalty payment be reduced under this Section
             7.3(g) by more than "...".

                  SECTION 8 - REPRESENTATIONS AND WARRANTIES.

8.1      By Both Parties. Each party hereby represents and warrants that each
         has the full right and authority to enter into this Agreement and that
         the entry into this Agreement does not require the consent of a THIRD
         PARTY whose consent has not been obtained.

8.2      By ENTREMED. ENTREMED represents and warrants as follows:

         (a) that ENTREMED has not received any notice of infringement of THIRD
             PARTY patents or notice of interfering subject matter; that,
             without having made any special investigation, ENTREMED is not
             aware of any THIRD PARTY patents or patent applications that
             contain any interfering subject matter, or any issued THIRD PARTY
             patents that would be infringed by the making, using, selling,
             offering for sale, or importing by CELGENE of PRODUCTS covered by
             the ENTREMED EXISTING PATENT RIGHTS or the ENTREMED EXISTING
             TECHNOLOGY RIGHTS in any country in the TERRITORY, or by the
             exercise by

                                     - 32 -
<PAGE>

             CELGENE of any right granted to it under this Agreement, aside from
             those set forth in Appendix D;

         (b) that the PATENT RIGHTS set forth in Appendix A and the TECHNOLOGY
             RIGHTS transferred to CELGENE under this Agreement, constitute the
             entirety of ENTREMED EXISTING PATENT RIGHTS and ENTREMED EXISTING
             TECHNOLOGY RIGHTS;

         (c) that ENTREMED presently has no rights in PRODUCTS, nor any option
             in or expectation of any rights in PRODUCTS, apart from those
             identified in this Agreement and set forth in the agreements listed
             in Appendix B, and that ENTREMED is not in material breach or
             default of any of the agreements set forth in Appendix B, and that
             if ENTREMED acquires any such rights after the EFFECTIVE DATE, the
             agreements setting forth those rights, including all licenses and
             assignments for ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED
             DEVELOPED TECHNOLOGY RIGHTS, shall be redacted to the extent they
             do not relate to CELGENE's rights under this Agreement, and
             attached hereto as independent Exhibits and incorporated herein;

         (d) that, with regard to PRODUCTS, ENTREMED has no applications filed
             or pending with the FDA as of the EFFECTIVE DATE, including without
             limitation any Investigational New Drug or Orphan Drug Status
             applications, apart from those set forth in Appendix C;

         (e) that ENTREMED will comply with all obligations and duties with
             regard to PRODUCTS under the CMCC AGREEMENT and, unless and until
             it is assigned to CELGENE pursuant to Section 2.5 of this
             Agreement, the NCI AGREEMENT, including, without

                                     - 33 -
<PAGE>

             limitation, any notification provisions necessary to maintain in
             effect this Agreement or preserve CELGENE's exclusive or
             non-exclusive rights under this Agreement, including without
             limitation the preservation of CELGENE's rights hereunder in the
             event that ENTREMED shall breach or default on its obligations
             under the CMCC AGREEMENT or the NCI AGREEMENT;

         (f) that ENTREMED understands and agrees that it has not retained any
             rights under the ENTREMED INTELLECTUAL PROPERTY to PRODUCTS in the
             TERRITORY, and that the licenses and assignments granted in
             Sections 2.1, 2.2, 2.4, and 2.5 of this Agreement are exclusive of
             any continuing right of ENTREMED, except as otherwise provided
             herein; and

         (g) that ENTREMED will not collaborate, negotiate, or deal with THIRD
             PARTIES with respect to PRODUCTS, except as expressly provided
             herein.

8.3      EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ENTREMED MAKES NO
         REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR
         IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
         FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR VALIDITY OF ANY
         ENTREMED PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS.

                   SECTION 9 - INDEMNIFICATION AND INSURANCE

9.1      By CELGENE. CELGENE will defend, indemnify and hold harmless ENTREMED,
         its successors, AFFILIATES and licensors and their employees, agents,
         officers, trustees, shareholders and directors and each of them (the
         "ENTREMED Indemnified Parties") from and against any and all THIRD
         PARTY claims, causes of action and costs (including

                                     - 34 -
<PAGE>

         reasonable attorney's fees) of any nature made or lawsuits or other
         proceedings filed or otherwise instituted against the ENTREMED
         Indemnified Parties in connection with any claims, suits or judgments
         arising out of any theory of product liability concerning the
         development, testing, manufacture, sale or use of any PRODUCT by
         CELGENE, its AFFILIATES or its SUBLICENSEES.

         9.1.1     CELGENE's indemnification under this Section 9.1 shall not
                   apply to any liability, damage, loss or expense to the extent
                   that it is directly attributable to the negligent activity,
                   reckless misconduct or intentional misconduct of ENTREMED.

         9.1.2     Commencing not later than the date of FIRST COMMERCIAL SALE
                   of a PRODUCT, CELGENE shall obtain and carry in full force
                   and effect product liability insurance against any claims,
                   judgments, liabilities and expenses for which it is obligated
                   to indemnify ENTREMED and others under Section 9.1 of this
                   Agreement, in such amounts and with such deductibles as are
                   customary at the time for companies engaged in a similar
                   business, and shall provide ENTREMED with written evidence of
                   such insurance upon request.

9.2      By ENTREMED. ENTREMED will defend, indemnify and hold harmless CELGENE,
         its successors, AFFILIATES and licensors and their employees, agents,
         officers, trustees, shareholders and directors and each of them (the
         "CELGENE Indemnified Parties") from and against any and all THIRD PARTY
         claims, causes of action and costs (including reasonable attorney's
         fees) of any nature made or lawsuits or other proceedings filed or
         otherwise instituted against the CELGENE Indemnified Parties in
         connection with any claims, suits or judgments arising out of any
         theory of product liability concerning the development,

                                     - 35 -
<PAGE>

         testing, manufacture, sale or use of any PRODUCT by ENTREMED, its
         AFFILIATES or its SUBLICENSEES prior to the EFFECTIVE DATE.

         9.2.1     ENTREMED's represents and warrants that it presently carries,
                   in full force and effect, and will continue to carry, product
                   liability insurance against any claims, judgments,
                   liabilities and expenses incurred in connection with the use
                   of THALIDOMIDE in clinical trials by or on behalf of
                   ENTREMED, and shall provide CELGENE with written evidence of
                   such insurance upon request.

9.3      Conditions to Indemnification. A person or entity that intends to claim
         indemnification under this Section 9 (the "Indemnitee") shall promptly
         notify the party from whom indemnification is sought (the
         "Indemnitor"), of any loss, claim, damage, liability or action in
         respect of which the Indemnitee intends to claim such indemnification,
         and the Indemnitor shall assume the defense thereof with counsel
         mutually satisfactory to the Indemnitee whether or not such claim is
         rightfully brought; provided, however, that an Indemnitee shall have
         the right to retain its own counsel, with the fees and expenses to be
         paid by the Indemnitor if Indemnitor does not assume the defense, or if
         representation of such Indemnitee by the counsel retained by the
         Indemnitor would be inappropriate due to actual or potential differing
         interests between such Indemnitee and any other person represented by
         such counsel in such proceedings. The failure to deliver notice to the
         Indemnitor within a reasonable time after the commencement of any such
         action, only if prejudicial to its ability to defend such action, shall
         relieve such Indemnitor of any liability to the Indemnitee under this
         Section 9, but the omission so to deliver notice to the Indemnitor will
         not relieve it of any liability that it may have to any Indemnitee
         otherwise than under this Section 9. The Indemnitee under this Section
         9, its employees and agents, shall cooperate fully with the Indemnitor
         and its legal

                                     - 36 -
<PAGE>

         representatives in the investigations of any action, claim or liability
         covered by this indemnification.

                     SECTION 10 - ASSIGNMENT AND SUCCESSORS

10.1     By Either Party. This Agreement shall not be assignable by either party
         without the written consent of the other party, except that either
         party may assign this Agreement to an AFFILIATE, successor in interest
         or transferee of all or substantially all of the portion of the
         business to which this Agreement relates without the consent of the
         other party.

10.2     By CELGENE. If CELGENE assigns or licenses its rights under this
         Agreement to a SUBLICENSEE or an AFFILIATE, such SUBLICENSEE or
         AFFILIATE shall be bound by the terms and conditions of this Agreement.
         CELGENE shall advise ENTREMED of any such assignment or license and
         provide ENTREMED with a copy of any sublicense within thirty (30) days
         of execution of such sublicense.

10.3     CELGENE As Guarantor. CELGENE shall guarantee and be responsible for
         the payment of all royalties due and the making of reports under this
         Agreement by reason of the development and sales of any PRODUCTS by
         CELGENE, its AFFILIATES and SUBLICENSEES and their compliance with all
         applicable terms of this Agreement. Performance or satisfaction of any
         obligations of CELGENE under this Agreement by any of its AFFILIATES or
         SUBLICENSEES shall be deemed performance or satisfaction of such
         obligation by CELGENE.

10.4     Binding Effect. This agreement shall be binding upon and inure to the
         benefit of said successors in interest and assignees to the parties.
         Any such successor or assignee of a party's interest shall expressly
         assume in writing the performance of all the terms and conditions of
         this Agreement to be performed by said party and such Assignment shall
         not relieve the Assignor of any of its obligations under this
         Agreement.

                                     - 37 -
<PAGE>

                           SECTION 11 - FORCE MAJEURE

11.1     Neither party shall be liable to the other party for damages or loss
         occasioned by failure of performance by the defaulting party if the
         failure is occasioned by war, fire, explosion, flood, strike or
         lockout, embargo, or any similar cause beyond the control of the
         defaulting party, provided that the party claiming this exception has
         exerted all reasonable efforts to avoid or remedy such event and
         provided such event does not extend for more than six (6) months.

                            SECTION 12 - TERMINATION

12.1     Term. Unless earlier terminated as hereinafter provided, this Agreement
         shall remain in full force and effect until CELGENE's obligations to
         pay royalties or other compensation under Section 4 of this Agreement,
         either directly or pursuant to a sublicense, terminate.

12.2     By Reason Of FDA Action. If the FDA withdraws or recalls THALIDOMIDE
         from the market permanently, or in any other way revokes or terminates
         CELGENE's regulatory approval to market and sell THALIDOMIDE and/or
         PRODUCTS, CELGENE shall promptly notify ENTREMED in writing, and this
         Agreement and all of CELGENE's and ENTREMED's rights and obligations
         hereunder shall terminate upon receipt by ENTREMED of such notice.

12.3     Termination Of Royalty Obligations. Upon termination of CELGENE's
         obligation to pay royalties and other compensation hereunder with
         respect to a specific country and specific PRODUCT as to which
         CELGENE's license is then in effect, the license granted to CELGENE
         with respect to such country and such PRODUCT pursuant to Section 2
         shall be deemed to be fully paid and CELGENE shall thereafter have a
         royalty free, exclusive right to use the PATENT RIGHTS to make, have
         made, use, offer to sell, sell and import such PRODUCT in such country.

                                     - 38 -
<PAGE>

12.4     Breach.

         (a) By Either Party. This Agreement shall be terminable upon the
             material breach or default of either party. In the event of a
             material breach or default by a party ("Defaulting Party"), the
             other party ("Non-Defaulting Party") shall give the Defaulting
             Party written notice of the default. The Defaulting Party will then
             have sixty (60) days to cure the breach. If cure has not been
             affected within said sixty (60) days, the Non-Defaulting Party
             shall have the right to terminate this Agreement.

         (b) By CELGENE.

             (i)   Payments. If and only if CELGENE materially breaches this
                   Agreement by failure to pay royalties and/or sublicensing or
                   milestone payments due under Section 4 of this Agreement, and
                   fails to cure such material breach within sixty (60) days of
                   receiving written notice thereof pursuant to Section 12.4(a)
                   of this Agreement then:

                   a) CELGENE's rights under this Agreement to ENTREMED
                      INTELLECTUAL PROPERTY shall terminate; and

                   b) CELGENE shall grant to ENTREMED, to the extent not
                      prohibited by the United States Government or by prior
                      contractual obligations to any THIRD PARTY, an exclusive,
                      worldwide, royalty-free license, with the right to
                      sublicense, under CELGENE DEVELOPED INTELLECTUAL PROPERTY
                      to make, use, offer to sell, sell, and import PRODUCTS in
                      the TERRITORY.

             (ii)  Diligence. If and only if ENTREMED exercises its right and
                   option to terminate the license granted to CELGENE in

                                     - 39 -
<PAGE>

                   the entire TERRITORY, pursuant to Section 3.1(f) of this
                   Agreement, or ENTREMED exercises its right and option to
                   terminate the license granted to CELGENE in Europe, Canada,
                   or the PACIFIC RIM, pursuant to Section 3.2(c)(i) of this
                   Agreement, then, either in the entire TERRITORY or in the
                   region in which such termination has occurred, i.e., Europe,
                   Canada, or the PACIFIC RIM, as applicable:

                   a) CELGENE's rights under this Agreement to ENTREMED
                      INTELLECTUAL PROPERTY shall terminate; and

                   b) CELGENE shall grant to ENTREMED, to the extent not
                      prohibited by the United States Government or by prior
                      contractual obligations to any THIRD PARTY, an exclusive,
                      worldwide, royalty-free license, with the right to
                      sublicense, under CELGENE DEVELOPED INTELLECTUAL PROPERTY
                      to make, use, offer to sell, sell, and import PRODUCTS.

             The grant of rights by CELGENE to ENTREMED under this Section 12.4
             expressly excludes rights in any CELGENE EXISTING INTELLECTUAL
             PROPERTY.

         (c) Termination under this Section 12.4 will be effective upon the date
             specified in the written notice. All termination rights shall be in
             addition to and not in substitution for any other remedies that may
             be available to the Non-Defaulting Party. Termination pursuant to
             this Section 12.4 shall not relieve the Defaulting Party from
             liability and damages to the Non-Defaulting Party for default.
             Waiver by either party of a single default or a succession of
             defaults shall not deprive such party of any right to terminate or
             convert this Agreement arising by reason of any subsequent default.

                                     - 40 -
<PAGE>

12.5     Insolvency. Either party to this Agreement may terminate this Agreement
         upon receipt of notice that the other party has become insolvent or has
         suspended business in all material respects hereof, or has consented to
         an involuntary petition purporting to be pursuant to any reorganization
         or insolvency law of any jurisdiction, or has made an assignment for
         the benefit of creditors or has applied for or consented to the
         appointment of a receiver or trustee for a substantial part of its
         property, by giving written notice to the other party, and termination
         of this Agreement will be effective upon receipt of such notice.

12.6     Work-In-Progress. Upon termination of this Agreement, CELGENE shall be
         entitled to, but shall not be obligated to finish any work-in-progress
         at the time of termination and sell the same as well as all completed
         inventory of PRODUCTS which remains on hand as of the date of the
         termination, so long as CELGENE pays to ENTREMED the royalties
         applicable to said subsequent sales in accordance with the same terms
         and conditions as set forth in this Agreement.

12.7     Survival. The obligations of Sections 5 and 9, as well as Sections
         12.6, 12.7, 12.8, and 13.3, shall survive any termination of this
         Agreement.

12.8     Reversion of Rights. Upon termination of this Agreement or of the
         rights and licenses granted to CELGENE in any country of the TERRITORY,
         CELGENE agrees not to use the TECHNOLOGY RIGHTS or PATENT RIGHTS or
         information or technology derived therefrom for the manufacture, use or
         sale of PRODUCTS in any country other than those countries in which
         CELGENE retains a license under this Agreement. In addition, all rights
         to the TECHNOLOGY RIGHTS and PATENT RIGHTS in such country shall revert
         to ENTREMED and may be used by ENTREMED without restriction in any
         country other than those countries in which CELGENE retains a license
         under this Agreement.

                                     - 41 -
<PAGE>

                        SECTION 13 - GENERAL PROVISIONS

13.1     Relationship of Parties. The relationship between ENTREMED and CELGENE
         is that of independent contractors. ENTREMED and CELGENE are not joint
         venturers, partners, principal and agent, master and servant, employer
         or employee, and have no relationship other than as independent
         contracting parties. ENTREMED shall have no power to bind or obligate
         CELGENE in any manner. Likewise, CELGENE shall have no power to bind or
         obligate ENTREMED in any manner.

13.2     Entire Understanding. This Agreement sets forth the entire agreement
         and understanding between the parties as to the subject matter thereof
         and supersedes all prior agreements in this respect. There shall be no
         amendments or modifications to these Agreements, except by a written
         document which is signed by both parties.

13.3     Governing Law. This Agreement shall be construed and enforced in
         accordance with the laws of the State of Delaware, U.S.A. without
         reference to its choice of law principles.

13.4     Headings. The headings in this Agreement have been inserted for the
         convenience of reference only and are not intended to limit or expand
         on the meaning of the language contained in the particular or section
         or paragraph.

13.5     No Waiver. Any delay in enforcing a party's rights under this Agreement
         or any waiver as to a particular default or other matter shall not
         constitute a waiver of a party's right to the future enforcement of its
         rights under this Agreement, excepting only as to an expressed written
         and signed waiver as to a particular matter for a particular period of
         time.

13.6     Export Controls. In conducting any activities under this Agreement or
         in connection with the manufacture use or sale of PRODUCT, CELGENE
         shall comply with all applicable laws and regulations including, but
         not

                                     - 42 -
<PAGE>

         limited to, all Export Administration Regulations of the United States
         Department of Commerce.

13.7     Notices. Any notices given pursuant to this Agreement shall be in
         writing and shall be deemed delivered upon the earlier of (i) when
         received at the address set forth below, or (ii) three (3) business
         days after mailed by certified or registered mail postage prepaid and
         properly addressed, with return receipt requested, or (iii) when sent,
         if sent by facsimile, as confirmed by certified or registered mail.
         Notices shall be delivered to the respective parties as indicated
         below:

         If To ENTREMED           EntreMed, Inc.
                                  9610 Medical Center Drive
                                  Rockville, MD 20850
                                  Attn: CEO
                                  Fax: (301) 217-9594

         If To CELGENE:           Celgene Corporation
                                  6 Powder Horn Drive
                                  Warren, NJ 07059
                                  Attn: President
                                  Fax: (732) 805-3931

13.8     Original Counterparts. This Agreement may be executed in any number of
         separate counterpart, each of which shall be deemed to be an original,
         but which together shall constitute one and the same instrument.

                                     - 43 -
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.


ENTREMED, INC.                              CELGENE CORPORATION


By: /s/  Edward R. Gubish                   By: /s/  John W. Jackson
    ------------------------------              ------------------------------
Name:  Edward R. Gubish                     Name:  John W. Jackson
       ---------------------------                 ---------------------------
Title: Sr. V.P. R & D                       Title: Chairman & CEO
       ---------------------------                 ---------------------------

                                     - 44 -
<PAGE>

                                   APPENDIX A

United States Patent No. 5,629,327
United States Patent No. 5,593,990
United States Patent Application Serial No. 08/025,046
United States Patent Application Serial No. 08/168,817
United States Patent Application Serial No. 08/371,987
United States Patent Application Serial No. 08/468,792
United States Patent Application Serial No. 08/918,610
United States Patent Application Serial No. 08/955,638
United States Patent Provisional Application Serial No. 60/028,708
United States Patent Application Serial No. 08/963,058
United States Patent Application Serial No. 09/107,578
United States Patent Application Serial No. 09/126,542

                                     - 45 -
<PAGE>

                                   APPENDIX B

1.       That certain License Agreement entered into by and between ENTREMED and
         Children's Medical Center Corporation ("CMCC"), dated May 26, 1994, as
         amended to the date hereof, attached as Exhibit A to this Agreement.

2.       That certain Agreement by and between the Division of Cancer Treatment
         at the National Cancer Institute ("NCI") and ENTREMED, dated November
         16, 1994, and executed on behalf of ENTREMED on November 23, 1994, and
         on behalf of NCI on November 18, 1994, attached as Exhibit C to this
         Agreement.

                                     - 46 -
<PAGE>

                                   APPENDIX C

Orphan Drug Designation Application (ODA) 97-1011     Primary Brain Malignancies
Orphan Drug Designation Application (ODA) 98-1149     Kaposis Sarcoma
Orphan Drug Designation Application (ODA) 98-1143     Prostate Cancer

Investigational New Drug Application 46,591           Ophthalmology
Investigational New Drug Application 55,966           Oncology

                                     - 47 -
<PAGE>

                                   APPENDIX D

United States Patent No. 5,605,684 to Piacquadio
United States Patent No. 5,443,824 to Piacquadio
United States Patent No. 5,731,325 to Andrulis, Jr. et al.
United States Patent No. 5,654,312 to Andrulis, Jr. et al.
United States Patent No. 5,643,915 to Andrulis, Jr. et al.
United States Patent No. 5,434,170 to Andrulis, Jr.

                                     - 48 -
<PAGE>

                                    EXHIBIT A
                                 CMCC AGREEMENT


                                     - 49 -
<PAGE>

                                    EXHIBIT B
                                  NCI AGREEMENT


                                     - 50 -
<PAGE>

                                    EXHIBIT C
                      LETTER TO FDA INDICATING TRANSFER OF
                       RIGHTS IN INVESTIGATIONAL NEW DRUG
                     AND ORPHAN DRUG APPLICATIONS TO CELGENE


                                     - 51 -