MANUFACTURING SERVICES AGREEMENT



       This Manufacturing Services Agreement (this "AGREEMENT") is effective as

of the 13th day of April, 2000 (the "EFFECTIVE DATE"), by and between Chiron

Corporation ("CHIRON"), 4560 Horton Street, Emeryville, California 94608, and

EntreMed Inc. ("CUSTOMER"), 9640 Medical Center Drive, Rockville, Maryland

20850, as follows:



       WHEREAS, Customer desires to engage Chiron to perform contract

manufacturing services on behalf of Customer, and Chiron desires to accept such

engagement, all on the terms and subject to the conditions set forth in this

Agreement and the Exhibit A hereto, which Exhibit is expressly incorporated by

reference herein.



       NOW, THEREFORE, Chiron and Customer agree as follows:



       1.     PURCHASE AND SALE OF SERVICES.



              (a)    BULK PRODUCT AND SERVICES. During the term of this

       Agreement, Chiron agrees to provide to Customer, and Customer agrees to

       purchase from Chiron, the manufacturing service(s) specified on Exhibit A

       hereto (collectively, the "SERVICES") and for the production of the

       product specified on Exhibit A ("Bulk Product"). Services shall be

       performed at the Chiron manufacturing facilities specified on Exhibit A,

       Section 1 (the "FACILITIES").



              (b)    CHANGED SERVICES. Services may be changed, additional

       services may be provided and clarifications to the Services may be made

       by either party under this Agreement according to the following

       procedures. If material reductions in or additions to Services are

       required or if any other changes in or clarifications to Services are

       made ("Changed Services"), to the extent practicable, Chiron shall

       prepare a written statement describing the proposed Changed Services and

       the reasonable change in costs resulting therefrom. To the extent

       practicable, Chiron shall not commence performance of such Changed

       Services until it receives prior written, email or fax, approval from

       Customer. Written approval shall constitute acceptance and the written

       statement shall then be subject to all of the provisions of this

       Agreement, except those which it specifically supersedes.



       2.     RAW MATERIALS.



              (a)    CUSTOMER MATERIALS. Customer will provide to Chiron, at

       Customer's expense, the raw materials and documentation specified on

       Exhibit A (collectively, the "CUSTOMER MATERIALS") as required by Chiron

       to perform the Services. Customer shall deliver all Customer Materials to

       the Facilities in a timely manner, and shall be responsible for all

       freight, insurance and other costs of transport. Title and risk of loss

       or damage to all Customer Materials will remain with Customer until

       delivered to the Facilities.





                                       1

{PAGE}   2



[". . ." INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL

TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION]





              (b)    OWNERSHIP AND USE OF CUSTOMER MATERIALS. Customer shall

       retain sole ownership of all Customer Materials. Chiron may use Customer

       Materials only for purposes of exercising its rights and performing its

       obligations under this Agreement. Following termination of this

       Agreement, Chiron will, if requested by Customer, return any unconsumed

       Customer Materials to Customer, provided that Chiron shall be entitled to

       retain one copy of all written Customer Materials for archival purposes.



              (c)    OTHER MATERIALS. All other raw materials required by Chiron

       to perform the Services (collectively, the "OTHER MATERIALS" and,

       together with the Customer Materials, the "MATERIALS") will be obtained

       by Chiron from sources chosen by Chiron and charged back to Customer at

       the cost thereof, including any applicable sales and use taxes, plus the

       markup, if any, as set forth on Exhibit A, Section 16. These charge backs

       shall be in addition to the compensation set forth on Exhibit A, Section

       16.



              (d)    LIMITATION OF LIABILITY. Except in the limited

       circumstances provided in Section 12 and the provisions for insurance in

       Section 16, Chiron shall have no liability to Customer for loss of, or

       damage to, any Materials.



       3.     EQUIPMENT.



              (a)    PURCHASE OF EQUIPMENT. In the event that it is necessary or

       desirable to purchase capital equipment for use in performing the

       Services, Chiron shall be entitled to purchase such equipment (the

       "Equipment") upon prior written approval of Customer and charge back to

       Customer the cost thereof, including any applicable sales and use taxes,

       plus the markup, if any, as set forth on Exhibit A, Section 16. These

       charge backs shall be in addition to the compensation set forth on

       Exhibit A, Section 16.



              (b)    TITLE TO EQUIPMENT. Title to such Equipment shall be vested

       in Chiron; provided, however, that Chiron shall transfer such Equipment

       and title thereto to Customer following expiration or termination of this

       Agreement if (a) Customer requests such transfer and (b) the Equipment

       can be physically removed from the Facilities without significant damage

       or disruption to the Facilities. Customer shall be solely responsible for

       arranging all freight and insurance to remove such Equipment from the

       Facilities, and for paying for all freight, insurance and other costs,

       expenses, fees, duties and charges of whatever kind (including taxes)

       arising from and after such time as title to the Equipment passes to

       Customer.



              (c)    LIMITATION OF LIABILITY. Except in the limited

       circumstances provided in Section 12 and the provisions for insurance in

       Section 16, Chiron shall have no liability to Customer for loss of, or

       damage to, any Equipment.



       4.     DELIVERABLES. All deliverables to be furnished by Chiron to

Customer in connection with the Services specified in Exhibit A (collectively,

"DELIVERABLES") will be made available for delivery to Customer or its agent at

the Facilities. Chiron will manufacture and package the Deliverables in

accordance with the procedures set forth on Exhibit A hereto (the "

PROCEDURES"). Title to, and the risk of loss and damage of, any shipment of

Deliverables shall pass immediately to Customer upon delivery to Customer at the

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