NON-QUALIFIED STOCK OPTION GRANT AGREEMENT

Exhibit 10.2

EntreMed, Inc. 2001 Long-Term Incentive Plan

Non-QUALIFIED Stock Option Grant Agreement

     This Stock Option Grant Agreement (the “Agreement”) is entered into on «Grant_Date», by and between EntreMed, Inc., a Delaware corporation (the “Corporation”), and «Optionee» (the “Optionee”), effective as of «Grant_Date» (the “Grant Date”).

     In consideration of the premises, mutual covenants and agreements herein, the Corporation and the Optionee agree as follows:

     1.  Grant of Option . The Corporation hereby grants to the Optionee, pursuant to the EntreMed, Inc. 2001 Long-Term Incentive Plan (the “Plan”), a stock option to purchase from the Corporation, at a price of $«Share_Price» per share (the “Exercise Price”), up to «Grant_Amt» shares of Common Stock of the Corporation, $.01 par value, subject to the provisions of this Agreement and the Plan (the “Option”). The Option shall expire at 5:00 p.m. Eastern Time on the last business day preceding the tenth anniversary of the Grant Date (the “Expiration Date”), unless fully exercised or terminated earlier.

     2.  Terminology . Unless stated otherwise in this Agreement, capitalized terms in this Agreement shall have the meaning set forth in the Plan. Except where the context otherwise requires, the term “Corporation” shall include EntreMed, Inc. and its Affiliates under this Agreement.

     3.  Exercise of Option .

          (a)  Right to Exercise . Except as otherwise provided in this Agreement, this Option may be exercised as to any portion of the Option that is exercisable, in whole or in part, on or before the Expiration Date or earlier termination of the Option, in installments as to not more than the number of shares set forth in the table below during the respective installment periods set forth in the table below; provided that the Optionee is in the continuous employ of the Corporation from the Grant Date through the applicable date upon which such shares become exercisable. The number of shares set forth under the column entitled “Incentive” shall be incentive stock options.

1

To the extent not exercised, the number of shares as to which the Option is exercisable shall accumulate and remain exercisable, in whole or in part, at any time after becoming exercisable, but not later than the Expiration Date or other termination of the Option. In the event of the Optionee’s termination of employment, the exercisability is governed by Section 4.

          (b)  Exercise Procedure . Subject to the conditions set forth in this Agreement, the Option shall be exercised (to the extent then exercisable) by delivery of written notice of exercise on any business day to the Corporate Secretary of the Corporation in such form as the Administrator may require from time to time. Such notice shall specify the number of shares in respect to which the Option is being exercised and shall be accompanied by full payment of the Exercise Price for such shares in accordance with Section 3(d) of this Agreement. The exercise shall be effective upon receipt by the Corporate Secretary of the Corporation of such written notice accompanied by the required payment. The Option may be exercised only in multiples of whole shares and may not be exercised at any one time as to fewer than one hundred shares (or such lesser number of shares as to which the Option is then exercisable). No fractional shares shall be issued pursuant to this Option.

          (c)  Effect . The exercise, in whole or in part, of the Option shall cause a reduction in the number of shares of Common Stock subject to the Option equal to the number of shares of Common Stock with respect to which the Option is exercised.

          (d)  Method of Payment . In addition to any other method approved by the Administrator, if any, payment of the Exercise Price shall be by any of the following, or a combination thereof, as determined by the Administrator in its discretion at the time of exercise:

               (i) by delivery of cash, certified or cashier’s check, or money order;

               (ii) by tender (via actual delivery or attestation) to the Corporation of other shares of Common Stock of the Corporation which have a Fair Market Value on the date of tender equal to the Exercise Price, provided that such shares have been owned by the Optionee for a minimum period of time specified by the Administrator; or

2

               (iii) by a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System and the following provisions. Subject to such limitations as the Administrator may determine, at any time during which the Common Stock is publicly traded on a national securities exchange or Nasdaq, the Exercise Price shall be deemed to be paid, in whole or in part, if the Optionee delivers a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Corporation to deliver promptly to the Corporation the aggregate amount of sale or loan proceeds to pay the Exercise Price and any withholding tax obligations that may arise in connection with the exercise; and (ii) to the Corporation to deliver the certificates for such purchased shares directly to such brokerage firm.

          (e)  Issuance of Shares Upon Exercise . Upon due exercise of the Option, in whole or in part, in accordance with the terms of this Agreement, the Corporation shall issue to the Optionee, the brokerage firm specified in the Optionee’s delivery instructions pursuant to a broker-assisted cashless exercise, or such other person exercising the Option, as the case may be, the number of shares of Common Stock so paid for, in the form of fully paid and non-assessable stock and shall deliver certificates therefor as soon as practicable thereafter.

          (f)  Restrictions on Exercise and upon Shares Issued upon Exercise . Notwithstanding any other provision of the Agreement, the Option may not be exercised at any time that the Corporation does not have in effect a registration statement under the Securities Act of 1933, as amended, relating to the offer of Common Stock to the Optionee under the Plan, unless the Corporation agrees to permit such exercise. Upon the issuance of any shares of Common Stock pursuant to the exercise of the Option, the Optionee will, upon the request of the Corporation, agree in writing that the Optionee is acquiring such shares for investment only and not with a view to resale, and that the Optionee will not sell, pledge or otherwise dispose of such shares so issued unless (i) the Corporation is furnished with an opinion of counsel to the effect that registration of such shares pursuant to the Securities Act of 1933, as amended, is not required by that Act or by the rules and regulations thereunder; (ii) the staff of the Securities and Exchange Commission has issued a “no-action” letter with respect to such disposition; or (iii) such registration or notification as is, in the opinion of counsel for the Corporation, required for the lawful disposition of such shares has been filed by the Corporation and has become effective; provided, however, that the Corporation is not obligated hereby to file any such registration or notification. The Corporation may place a legend embodying such restrictions on the certificates evidencing such shares.

     4.  Termination of Employment or Other Relationship . Except as otherwise determined by the Administrator, and subject to the provisions of the Plan, the Optionee may exercise this Option at any time within three months following the termination of the Optionee ‘s employment or other relationship with the Corporation or by the Optionee’s legal representatives or beneficiaries within 12 months if such termination was due to the death or disability of the Optionee, but, in no event later than the Expiration Date of the Option and only to the extent that the Option is exercisable by the grantee on the date of termination, death, or disability.

3

     If the termination of the Optionee’s employment is for cause or is otherwise attributable to a breach by the Optionee of an employment or confidentiality or nondisclosure agreement, the Option shall expire immediately upon such termination. The Board shall have the power to determine what constitutes a termination for cause or a breach of an employment or confidentiality or nondisclosure agreement, whether an Optionee has been terminated for cause or has breached such an agreement, and the date upon which such termination for cause or breach occurs. Any such determinations shall be conclusive and binding upon the Optionee.

     5.  Adjustments and Business Combinations .

          (a)  Adjustments for Events Affecting Common Stock . In the event of changes in the Common Stock of the Corporation by reason of any stock dividend, spin-off, split-up, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares and the like, the Administrator shall, in its discretion, make appropriate substitutions for or adjustments in the number, kind and price of shares covered by this Option, and shall, in its discretion and without the consent of the Optionee, make any other substitutions for or adjustments in this Option, including but not limited to reducing the number of shares subject to the Option or providing or mandating alternative settlement methods such as settlement of the Option in cash or in shares of Common Stock or other securities of the Corporation or of any other entity, or in any other matters which relate to the Option as the Administrator shall, in its sole discretion, determine to be necessary or appropriate.

          (b)  Pooling of Interests Transaction . Notwithstanding anything in the Plan or this Agreement to the