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                                                                   EXHIBIT 10.05







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                          GUILFORD PHARMACEUTICALS INC.

                            2002 STOCK PURCHASE PLAN


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                                TABLE OF CONTENTS
                                                                            Page

1.  Definitions..............................................................1
2.  Shares Subject to the Plan...............................................2
3.  Administration...........................................................2
4.  Interpretation...........................................................2
5.  Eligible Participant.....................................................2
6.  Participation in the Plan................................................3
7.  Offerings................................................................3
8.  Offering Periods and purchase periods....................................3
9.  Rights to Purchase Common Stock; Purchase Price..........................3
10. Timing of Purchase.......................................................3
11. Purchase Limitation......................................................4
12. Issuance of Stock Certificates and sale of plan shares...................4
13. Withholding of Taxes.....................................................5
14. Account Statements.......................................................5
15. Participation Adjustment.................................................5
16. Changes in Elections to Purchase.........................................5
    a.  Ceasing Payroll Deductions or Periodic Payments......................5
    b.  Decreasing Payroll Deductions During a Purchase Period...............6
    c.  Modifying Payroll Deductions or Periodic Payments at the
        Start of an Offering Period..........................................6
17. Termination of services..................................................6
18. Lay-Off, Authorized Leave oF Absence or Disability.......................6
19. Failure to Make Periodic Cash Payments...................................7
20. Termination of Participation.............................................7
21. Assignment...............................................................7
22. Application of Funds.....................................................8
23. No Right to Continued Employment or provision of services................8
24. Amendment of Plan........................................................8
25. Term and Termination of the Plan.........................................8
26. Effect of Changes in Capitalization......................................9
    a.  Changes in Stock.....................................................9
    b.  Reorganization in Which the Company Is the Surviving
        Corporation..........................................................9
    c.  Reorganization in Which the Company Is Not the Surviving
        Corporation, Sale of Assets or Stock, and other Corporate
        Transactions.........................................................9
    d.  Adjustments..........................................................10
    e.  No Limitations on Company............................................10


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27. Governmental Regulation..................................................10
28. Stockholder Rights.......................................................10
29. RULE 16b-3...............................................................10
30. Payment of Plan Expenses.................................................11


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                          GUILFORD PHARMACEUTICALS INC.


                            2002 STOCK PURCHASE PLAN


     The Board of Directors of the Company has adopted this 2002 Stock Purchase
Plan to enable eligible employees of and service providers to the Company and
its Participating Affiliates, through payroll deductions or other cash
contributions, to purchase shares of the Company's Common Stock. The Plan is for
the benefit of the employees and service providers of the Company and any
Participating Affiliates. The Plan is intended to benefit the Company by
increasing the participants' interest in the Company's growth and success and
encouraging participants to continue to provide services the Company or its
Participating Affiliates. The provisions of the Plan are set forth below: 1.
DEFINITIONS


1.   DEFINITIONS

     1.1. "BOARD" means the Board of Directors of the Company.

     1.2. "CODE" means the Internal Revenue Code of 1986, as amended.

     1.3. "COMMITTEE" means a committee of, and designated from time to time by
resolution of, the Board.

     1.4. "COMMON STOCK" means the Company's common stock, par value $0.01 per
share.

     1.5. "COMPANY" means Guilford Pharmaceuticals Inc.

     1.6. "EFFECTIVE DATE" means February 20, 2002.

     1.7. "FAIR MARKET VALUE" means the value of each share of Common Stock
subject to the Plan on a given date determined as follows: if on such date the
shares of Common Stock are listed on an established national or regional stock
exchange, are admitted to quotation on The Nasdaq Stock Market, or are publicly
traded on an established securities market, the fair market value of the shares
of Common Stock shall be the closing price of the shares of Common Stock on such
exchange or in such market (the exchange or market selected by the Board if
there is more than one such exchange or market) on such date or, if there is no
such reported closing price, the fair market value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such day or, if no sale of the shares of Common Stock is reported for such day,
on the next preceding day on which any sale shall have been reported. If the
shares of Common Stock are not listed on such an exchange, quoted on such System
or traded on such a market, fair market value shall be determined by the Board
in good faith.

     1.8. "OFFERING PERIOD" means the period determined by the Committee
pursuant to SECTION 8 during which payroll deductions or other cash payments are
accumulated for the purpose of purchasing Common Stock under the Plan.


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     1.9. "PARTICIPATING AFFILIATE" means any company or other trade or business
that is a subsidiary of the Company (determined in accordance with the
principles of Sections 424(e) and (f) of the Code and the regulations
thereunder).

     1.10. "PLAN" means the Guilford Pharmaceuticals Inc. 2002 Stock Purchase
Plan.

     1.11. "PURCHASE PERIOD" means the period designated by the Committee on the
last trading day of which purchases of Common Stock are made under the Plan.

     1.12. "PURCHASE PRICE" means the purchase price of each share of Common
Stock purchased under the Plan.

2.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in SECTION 26 below, the aggregate number
of shares of Common Stock that may be made available for purchase by
participants under the Plan is 300,000. The shares issuable under the Plan may,
in the discretion of the Board, be authorized but unissued shares, treasury
shares, or shares purchased on the open market.

3.   ADMINISTRATION.

     The Plan shall be administered under the direction of the Committee. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan.

4.   INTERPRETATION.

     The Committee shall have authority to interpret the Plan, to prescribe,
amend and rescind rules relating to it, and to make all other determinations
necessary or advisable in administering the Plan, all of which determinations
will be final and binding upon all persons.

5.   ELIGIBLE PARTICIPANT.

     Any employee of or service provider to the Company or any of its
Participating Affiliates ("eligible participant") may participate in the Plan,
except with respect to employees the following, who are ineligible to
participate: (a) an employee who has been employed by the Company or any of its
Participating Affiliates for less than three months as of the beginning of an
Offering Period; (b) an employee whose customary employment is for less than
five months in any calendar year; (c) an employee whose customary employment is
20 hours or less per week; and (d) an employee who, after exercising his or her
rights to purchase shares under the Plan, would own shares of Common Stock
(including shares that may be acquired under any outstanding options)
representing five percent or more of the total combined voting power of all
classes of stock of the Company. Notwithstanding the foregoing, the Board may at
any time in its sole discretion determine that certain employees or service
providers are not eligible to participate in the Plan.


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6.   PARTICIPATION IN THE PLAN.

     An eligible participant may become a participant in the Plan by completing
an election to participate in the Plan on a form provided by the Company and
submitting that form to the Payroll Department of the Company. The form will
authorize: (i) payment of the Purchase Price by payroll deductions, and if
authorized by the Committee, payment of the Purchase Price by means of periodic
cash payments from participants, and (ii) the purchase of shares of Common Stock
for the participant's account in accordance with the terms of the Plan.
Enrollment will become effective upon the first day of an Offering Period.

7.   OFFERINGS.

     At the time an eligible participant submits his or her election to
participate in the Plan (as provided in SECTION 6 above), the participant shall
elect to have deductions made from his or her pay on each pay day following his
or her enrollment in the Plan, and for as long as he or she shall participate in
the Plan. The deductions will be credited to the participant's account under the
Plan. No interest shall accrue on the payroll deductions of a participant.
Pursuant to SECTION 6 above, the Committee shall also have the authority to
authorize in the election form the payment for shares of Common Stock through
cash payments from participants. A participant may not during any Offering
Period change his or her percentage of payroll deduction for that Offering
Period, nor may a participant withdraw any contributed funds, other than in
accordance with SECTIONS 16 through 20 below.

8.   OFFERING PERIODS AND PURCHASE PERIODS.

     The Offering Periods and Purchase Periods shall be determined by the
Committee. The first Offering Period under the Plan shall commence on the date
determined by the Committee. Each Offering Period shall consist of one or more
Purchase Periods, as determined by the Committee.

9.   RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.

     Rights to purchase shares of Common Stock will be deemed granted to
participants as of the first trading day of each Offering Period. The Purchase
Price of each share of Common Stock shall be determined by the Committee;
PROVIDED, HOWEVER, that the Purchase Price shall not be less than the lesser of
85 percent of the Fair Market Value of the Common Stock (i) on the first trading
day of the Offering Period or (ii) on the last trading day of the Purchase
Period; PROVIDED, FURTHER, that in no event shall the Purchase Price be less
than the par value of the Common Stock.

10.  TIMING OF PURCHASE

     Unless a participant has given prior written notice terminating
participation in the Plan, or participation in the Plan has otherwise been
terminated as provided in SECTIONS 16 through 20 below, such participant will be
deemed to have exercised automatically his or her right to purchase Common Stock
on the last trading day of the Purchase Period (except as provided in SECTION 16
below) for the number of shares of


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Common Stock which the accumulated funds in the participant's account at that
time will purchase at the Purchase Price, subject to the participation
adjustment provided for in SECTION 15 below and subject to adjustment under
SECTION 26 below. Notwithstanding the foregoing, no shares shall be sold
pursuant to the Plan unless the Plan is approved by the Company's stockholders
in accordance with SECTION 25 below.

11.  PURCHASE LIMITATION

     Notwithstanding any other provision of the Plan, no participant may
purchase in any one calendar year under the Plan shares of Common Stock having
an aggregate Fair Market Value in excess of $25,000, determined as of the first
trading date of the Offering Period as to shares purchased during such period.
Effective upon the last trading day of the Purchase Period, a participant will
become a stockholder with respect to the shares purchased during such period,
and will thereupon have all dividend, voting and other ownership rights incident
thereto. In addition, the Committee or the Board may impose a limit on the
number of shares or the value of shares that a participant may purchase in each
Offering or Purchase Period; provided, that, such limitations shall be imposed
prior to the start of the relevant Offering or Purchase Period.

12.  ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES.

     On the last trading day of the Purchase Period, a participant will be
credited with the number of shares of Common Stock purchased for his or her
account under the Plan during such Purchase Period. Shares purchased under the
Plan will be held in the custody of an agent (the "Agent") appointed by the
Board of Directors. The Agent may hold the shares purchased under the Plan in
stock certificates in nominee names and may commingle shares held in its custody
in a single account or stock certificate without identification as to individual
participants. The Committee shall have the right to require any or all of the
following with respect to shares of Common Stock purchased under the Plan:

          (i)  that a participant may not request that all or part of the shares
of Common Stock be reissued in the participant's own name and the stock
certificates delivered to the participant until two years (or such shorter
period of time as the Committee may designate) have elapsed since the first day
of the Offering Period in which the shares were purchased and one year has
elapsed since the day the shares were purchased (the "Holding Period");

          (ii) that all sales of shares during the Holding Period applicable to
such shares be performed through a licensed broker acceptable to the Company;
and

          (iii) that participants abstain from selling or otherwise transferring
shares of Common Stock purchased pursuant to the Plan for a period lasting up to
two years from the date the shares were purchased pursuant to the Plan.


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13.  WITHHOLDING OF TAXES.

     To the extent that a participant realizes ordinary income in connection
with a sale or other transfer of any shares of Common Stock purchased under the
Plan, the Company may withhold amounts needed to cover such taxes from any
payments otherwise due and owing to the participant or from shares that would
otherwise be issued to the participant hereunder. Any participant who sells or
otherwise transfers shares purchased under the Plan within two years after the
beginning of the Offering Period in which the shares were purchased must within
30 days of such transfer notify the Payroll Department of the Company in writing
of such transfer.

14.  ACCOUNT STATEMENTS.

     The Company will cause the Agent to deliver to each participant a statement
for each Purchase Period during which the participant purchases Common Stock
under the Plan, reflecting the amount of payroll deductions during the Purchase
Period, the number of shares purchased for the participant's account, the price
per share of the shares purchased for the participant's account and the number
of shares held for the participant's account at the end of the Purchase Period.

15.  PARTICIPATION ADJUSTMENT.

     If in any Purchase Period the number of unsold shares that may be made
available for purchase under the Plan pursuant to SECTION 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participants pursuant to SECTION 10 above, a participation adjustment will be
made, and the number of shares purchasable by all participants will be reduced
proportionately. Any funds then remaining in a participant's account after such
exercise will be refunded to the participant.

16.  CHANGES IN ELECTIONS TO PURCHASE.

     a.   CEASING PAYROLL DEDUCTIONS OR PERIODIC PAYMENTS

          A participant may, at any time prior to the last trading day of the
Purchase Period, by written notice to the Company, direct the Company to cease
payroll deductions (or, if the payment for shares is being made through periodic
cash payments, notify the Company that such payments will be terminated), in
accordance with the following alternatives:

          (i)  The participant's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Purchase
Period, with the amount then credited to the participant's account; or

          (ii) Withdraw the amount in such participant's account and terminate
such participant's option to purchase.


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     b.   DECREASING PAYROLL DEDUCTIONS DURING A PURCHASE PERIOD

          A participant may decrease his or her rate of contribution once during
a Purchase Period (but not below one percent (1%) of regular earnings) by
delivering to the Company a new form regarding election to participate in the
Plan under SECTION 6 above.

     c.   MODIFYING PAYROLL DEDUCTIONS OR PERIODIC PAYMENTS AT THE START OF AN
          OFFERING PERIOD

          Any participant may increase or decrease his or her payroll deduction
or periodic cash payments, to take effect on the first day of the next Offering
Period, by delivering to the Company a new form regarding election to
participate in the Plan under SECTION 6 above.

17.  TERMINATION OF SERVICES.

     In the event a participant ceases providing services to the Company or a
Participating Affiliate for any reason prior to the last day of the Purchase
Period except under circumstances described in SECTION 18 below, the amount in
the participant's account will be distributed to the participant (or to the
participant's beneficiary (or estate in the case a beneficiary is not named) in
the case of the participant's death) and the participant's option to purchase
will terminate.

18.  LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY.

     Payroll deductions for shares for which a participant has an option to
purchase may be suspended during any period of absence of the participant from
work due to lay-off, authorized leave of absence or disability or, if the
participant so elects, periodic payments for such shares may continue to be made
in cash.

     If such participant returns to active service prior to the last day of the
Purchase Period, the participant's payroll deductions will be resumed and if
said participant did not make periodic cash payments during the participant's
period of absence, the participant shall, by written notice to the Company's
Payroll Department within 10 days after the participant's return to active
service, but not later than the last day of the Purchase Period, elect:

     (a)  To make up any deficiency in the participant's account resulting from
a suspension of payroll deductions by an immediate cash payment;

     (b)  Not to make up such deficiency, in which event the number of shares to
be purchased by the participant shall be reduced to the number of whole shares
which may be purchased with the amount, if any, then credited to the
participant's account plus the aggregate amount, if any, of all payroll
deductions to be made thereafter; or

     (c)  Withdraw the amount in the participant's account and terminate the
participant's option to purchase.

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     A participant on lay-off, authorized leave of absence or disability on the
last day of the Purchase Period shall deliver written notice to the Company on
or before the last day of the Purchase Period, electing one of the alternatives
provided in the foregoing clauses (a), (b) and (c) of this SECTION 18. If any
participant fails to deliver such written notice within 10 days after the
participant's return to active service or by the last day of the Purchase
Period, whichever is earlier, the participant shall be deemed to have elected
subsection 18(c) above.

     If the period of a participant's lay-off, authorized leave of absence or
disability shall terminate on or before the last day of the Purchase Period, and
the participant shall not resume providing services to the Company or a
Participating Affiliate, the participant shall receive a distribution in
accordance with the provisions of SECTION 17 of this Plan.

19.  FAILURE TO MAKE PERIODIC CASH PAYMENTS.

     Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan by the participant.

20.  TERMINATION OF PARTICIPATION.

     A participant will be refunded all moneys in his or her account, and his or
her participation in the Plan will be terminated if either (a) the Board elects
to terminate the Plan as provided in SECTION 25 below, or (b) the participant
ceases to be eligible to participate in the Plan under SECTION 5 above. As soon
as practicable following termination of participation in the Plan, the Company
will deliver to the participant a check representing the amount in the
participant's account and a stock certificate representing the number of whole
shares held in the participant's account. Once terminated, participation may not
be reinstated for the then current Offering Period, but, if otherwise eligible,
the participant may elect to participate in any subsequent Offering Period.

21.  ASSIGNMENT.

     No participant may assign his or her rights to purchase shares of Common
Stock under the Plan, whether voluntarily, by operation of law or otherwise. Any
payment of cash or issuance of shares of Common Stock under the Plan may be made
only to the participant (or, in the event of the participant's death, to the
participant's beneficiary (or estate in the case a beneficiary is not named)).
Once a stock certificate has been issued to the participant or for his or her
account, such certificate may be assigned the same as any other stock
certificate.

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22.  APPLICATION OF FUNDS.

     All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Common Stock and/or
refunded to participants. Participants' accounts will not be segregated.

23.  NO RIGHT TO CONTINUED EMPLOYMENT OR PROVISION OF SERVICES.

     Neither the Plan nor any right to purchase Common Stock under the Plan
confers upon any participant any right to continued employment with the Company
or any of its Participating Affiliates, nor will participation in the Plan
restrict or interfere in any way with the right of the Company or any of its
Participating Affiliates to terminate the participant's employment or provision
of services at any time.

24.  AMENDMENT OF PLAN.

     The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in SECTION 9 above used in calculating the
Purchase Price). No amendment may be made that impairs the vested rights of
participants.

25.  TERM AND TERMINATION OF THE PLAN.

     The Plan shall be effective as of the date of adoption by the Board, which
date is set forth below, subject to approval of the Plan by a majority of the
votes present and entitled to vote at a duly held meeting of the shareholders of
the Company at which a quorum representing a majority of all outstanding voting
stock is present, either in person or by proxy; PROVIDED, HOWEVER, that upon
approval of the Plan by the shareholders of the Company as set forth above, all
rights to purchase shares granted under the Plan on or after the effective date
shall be fully effective as if the shareholders of the Company had approved the
Plan on the effective date. If the shareholders fail to approve the Plan on or
before one year after the effective date, the Plan shall terminate, any rights
to purchase shares granted hereunder shall be null and void and of no effect,
and all contributed funds shall be refunded to participating employees. The
Board may terminate the Plan at any time and for any reason or for no reason,
provided that such termination shall not impair any rights of participating
employees that have vested at the time of termination. In any event, the Plan
shall, without further action of the Board, terminate ten (10) years after the
date of adoption of the Plan by the Board or, if earlier, at such time as all
shares of Common Stock that may be made available for purchase under the Plan
pursuant to SECTION 1 above have been issued.

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26.  EFFECT OF CHANGES IN CAPITALIZATION.

     a.   CHANGES IN STOCK.

          If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the Effective
Date, the number and kinds of shares that may be purchased under the Plan shall
be adjusted proportionately and accordingly by the Company. In addition, the
number and kind of shares for which rights are outstanding shall be similarly
adjusted so that the proportionate interest of a participant immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding rights shall
not change the aggregate Purchase Price payable by a participant with respect to
shares subject to such rights, but shall include a corresponding proportionate
adjustment in the Purchase Price per share. Notwithstanding the foregoing, in
the event of a spin-off that results in no change in the number of outstanding
shares of the Common Stock of the Company, the Company may, in such manner as
the Company deems appropriate, adjust (i) the number and kind of shares for
which rights are outstanding under the Plan, and (ii) the Purchase Price per
share.

     b.   REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING CORPORATION.

          Subject to SECTION C, if the Company shall be the surviving
corporation in any reorganization, merger or consolidation of the Company with
one or more other corporations, all outstanding rights under the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock subject to such rights would have been entitled immediately
following such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Purchase Price per share so that the aggregate
Purchase Price thereafter shall be the same as the aggregate Purchase Price of
the shares subject to such rights immediately prior to such reorganization,
merger or consolidation.

     c.   REORGANIZATION IN WHICH THE COMPANY IS NOT THE SURVIVING CORPORATION,
          SALE OF ASSETS OR STOCK, AND OTHER CORPORATE TRANSACTIONS.

          Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by
the Board that results in any person or entity owning more than 80 percent of
the combined voting power of all classes of stock of the Company, the Plan and
all rights outstanding hereunder shall terminate, except to the extent provision
is made in writing in connection with such transaction for the continuation of
the Plan and/or

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the assumption of the rights theretofore granted, or for the substitution for
such rights of new rights covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and rights
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, the Offering Period
and the Purchase Period shall be deemed to have ended on the last trading day
prior to such termination, and in accordance with SECTION 12 above the rights of
each participant then outstanding shall be deemed to be automatically exercised
on such last trading day. The Board shall send written notice of an event that
will result in such a termination to all participants at least ten (10) days
prior to the date upon which the Plan will be terminated.

     d.   ADJUSTMENTS.

          Adjustments under this SECTION 26 related to stock or securities of
the Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

     e.   NO LIMITATIONS ON COMPANY.

          The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

27.  GOVERNMENTAL REGULATION.

          The Company's obligation to issue, sell and deliver shares of Common
Stock pursuant to the Plan is subject to such approval of any governmental
authority and any national securities exchange or other market quotation system
as may be required in connection with the authorization, issuance or sale of
such shares.

28.  STOCKHOLDER RIGHTS.

          Dividends paid with respect to shares credited to each participant's
account will be themselves credited to such account. The Company will deliver to
each participant who purchases shares of Common Stock under the Plan, as
promptly as practicable by mail or otherwise, all notices of meetings, proxy
statements, proxies and other materials distributed by the Company to its
stockholders. Any shares of Common Stock held by the Agent for an participant's
account will be voted in accordance with the participant's duly delivered and
signed proxy instructions. There will be no charge to participants in connection
with such notices, proxies and other materials.

29.  RULE 16B-3.

     Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Securities
Exchange Act of 1934, as amended. If any provision of the Plan or action by the
Board fails to so comply, it shall be


                                      -10-

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deemed null and void to the extent permitted by law and deemed advisable by the
Board. Moreover, in the event the Plan does not include a provision required by
Rule 16b-3 to be stated herein, such provision (other than one relating to
eligibility requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan.

30.  PAYMENT OF PLAN EXPENSES.

     The Company will bear all costs of administering and carrying out the Plan.

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