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Corporate Governance

Code of Ethics
The intent of this Code of Ethics is to guide employees and Directors with respect to standards of conduct expected in areas where improper activities could damage EntreMed’s reputation and otherwise result in serious adverse consequences to the Company and to the employees and/or Directors involved. The Code is not intended to address every conceivable type of business practice and behavior and, of necessity, cannot address every law or other rule and regulation applicable to EntreMed. However, it is intended to cover those that are most likely to apply to Company employees or Directors, and to summarize our standards and expectations of all of our employees and Directors.

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Audit Committee
The Audit Committee’s primary purpose is to oversee management’s preparation of the Company’s financial statements and management’s conduct of the Company’s accounting and financial reporting processes; management’s maintenance of the Company’s internal control over financial reporting; the Company’s compliance with applicable legal and regulatory requirements relating to financial controls and reporting; the independent auditor’s qualifications and independence; and the performance of the independent auditors, including the annual independent audit of the Company’s financial statements.

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Compensation Committee
The Compensation Committee’s role is to monitor the performance of, and develop and recommend to the Board the annual compensation (base salary, bonus, stock options and other benefits) for the Chief Executive Officer (“CEO”) of the Company; monitor the performance of, and review, approve and recommend to the Board the annual compensation (base salary, bonus, and other benefits) for all other executive officers (Senior Vice Presidents and above) of the Company; review, approve and recommend to the Board the aggregate number of stock options to be granted to employees; review general policy matters relating to compensation and benefits of employees; and prepare certain portions of the Company’s annual proxy statement, including an annual report on executive compensation.

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