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                                                                  EXHIBIT 10.02C

                          GUILFORD PHARMACEUTICALS INC.
              1998 EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN
                      NON-INCENTIVE SHARE OPTION AGREEMENT

       This Share Option Agreement (this "Agreement") is made as of the 19th day
of February 2001 by and between Guilford Pharmaceuticals Inc., a Delaware
corporation (the "Company") and __________________________ , an employee of the
Company or its subsidiaries (the "Optionee").

       WHEREAS, the Board of Directors of the Company has duly adopted the 1998
Employee Share Option and Restricted Share Plan, as amended (the "Plan"), which
authorizes the Company to grant to eligible individuals options for the purchase
of shares of common stock of the Company, $.01 par value (the "Shares"); and

       WHEREAS, the Company has determined that it is desirable and in its best
interests to grant to the Optionee, pursuant to the Plan, an option to purchase
a certain number of Shares in order to provide the Optionee with an incentive to
advance the interests of the Company, all according to the terms and conditions
set forth herein;

       NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1.     GRANT OF OPTION.

              Subject to the terms of the Plan (attached hereto as Exhibit A,
the terms of which are incorporated by reference herein), the Company hereby
grants to the Optionee the right and option (the "Option") to purchase from the
Company, on the terms and subject to the conditions hereinafter set forth,
__________ Shares. This Option shall not constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). The Date of Grant of this Option is February 19, 2001, the
date on which the grant of the Option was approved by the Compensation Committee
of the Board of Directors of the Company (the "Committee").

2.     PRICE.

              The purchase price (the "Option Price") for the Shares subject to
the Option granted by this Agreement is $______ per Share, which price is not
less than 100 percent of the Fair Market Value of the Shares, as determined by
the Company, on the Date of Grant of this Option.

3.     EXERCISE OF OPTION.

              Except as otherwise provided herein, the Option granted pursuant
to this Agreement shall be subject to exercise as follows:

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       3.1    TIME OF EXERCISE OF OPTION.

              The Optionee may exercise the Option (subject to the limitations
on exercise set forth in this Agreement and in the Plan), in installments as
follows: on the first anniversary of the date of grant of the Option, as set
forth in Section 1 above, the Option shall be exercisable in respect of
twenty-five percent (25%) of the number of Shares specified in Section 1 above,
and the Option shall be exercisable in respect of an additional twenty-five
percent (25%) of the number of Shares specified in Section 1 above on each of
the second, third and fourth anniversaries of the Date of Grant, as set forth in
Section 1 above. The foregoing installments, to the extent not exercised, shall
accumulate and be exercisable, in whole or in part, at any time and from time to
time, after becoming exercisable and prior to the termination of the Option;
provided, that no single exercise of the Option shall be for less than 100
Shares, unless the number of Shares purchased is the total number at the time
available for purchase under this Option.

       3.2    EXERCISE BY OPTIONEE.

              During the lifetime of the Optionee, only the Optionee (or, in the
event of the Optionee's legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option.

       3.3    TERMINATION OF EMPLOYMENT.

              The Optionee may exercise the Option only while the Optionee is
employed by the Company or any "subsidiary corporation" thereof within the
meaning of Section 424(f) of the Code (a "Subsidiary") or for three months
thereafter, after which the Option shall terminate, except as provided in
Sections 3.4, 3.5, and 3.5A. Upon the Optionee's termination of employment, the
Optionee may (subject to the limitations on exercise set forth in Section 3.7
below) exercise all or any part of the Option but only to the extent the Option
was exercisable at the time of the termination of employment, at any time within
three months after termination of employment and prior to the termination of the
Option as set forth in Section 3.6.

       3.4    DEATH.

              In the event of the Optionee's death either while employed by the
Company or a Subsidiary or within the period following the termination of
employment with the Company or a Subsidiary during which the Option was
exercisable pursuant to Section 3.3, 3.5 or 3.5A, the personal representative or
legatees or distributees of the Optionee's estate, as the case may be, shall
have the right (subject to the limitations on exercise set forth in Section 3.7
below) to exercise all or any part of the Option, whether or not the Option was
exercisable on the date of the Optionee's death, at any time within one (1) year
after the date of the Optionee's death and prior to the termination of the
Option as set forth in Section 3.5.

       3.5    DISABILITY.

              If the Optionee's termination of employment is by reason of
"permanent and total

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disability" (within the meaning of Section 22(e)(3) of the Code), the Optionee
or the guardian or legal representative shall have the right (subject to the
limitations on exercise set forth in Section 3.7 below) to exercise all or any
part of the Option, whether or not the Option was exercisable at the time of the
termination of employment, at any time within one (1) year after termination of
employment and prior to the termination of the Option as set forth in Section
3.6.

       3.5A   RETIREMENT

       If the Optionee retires from the Company or a Subsidiary following the
attainment of age 62 and (i) the Optionee has completed at least five years but
fewer than ten years of service with the Company or a Subsidiary, the Optionee
shall have the right (subject to the limitations on exercise set forth in
Section 3.7 below) to exercise all or any part of the Option, to the extent the
Option was vested upon the Optionee's retirement, for a period equal to the
shorter of (a) five (5) years following the Optionee's retirement or (b) the
remaining term of the Option, or (ii) the Optionee has completed as least ten
years of service with the Company or a Subsidiary, the Optionee shall have the
right (subject to the limitations on exercise set forth in Section 3.7 below) to
exercise all or any part of the Option, to the extent the Option was vested upon
the Optionee's retirement, for the remaining term of the Option.

       3.6    TERMINATION OF OPTION.

              The Option shall terminate upon the earlier of (i) the expiration
of a period of ten years from the Date of Grant of the Option, as set forth in
Section 1 above or (ii) three months after the Optionee's termination of
employment with the Company or a Subsidiary, unless such termination falls
within the scope of Section 3.4, 3.5, or 3.5A.

       3.7    LIMITATIONS ON EXERCISE OF OPTION.

              Notwithstanding the foregoing Subsections of this Section, the
Option may not be exercised, in whole or in part, to the extent additional
authorized Shares under the Plan are required to be approved under the Plan by
the stockholders of the Company unless such approval is obtained, or after ten
years following the date upon which the Option is granted, as set forth in
Section 1 above, or after the occurrence of an event referred to in Section 9
below which results in termination of the Option. In no event may the Option be
exercised for a fractional Share.

4.     VESTING UPON A CHANGE OF CONTROL

       4.1    VESTING UPON A CHANGE IN CONTROL

              Notwithstanding any other provisions of the Plan or this
Agreement, in the event of a "Change in Control" (as defined below), any
unvested Options granted hereunder shall be accelerated and be fully vested as
of the date immediately prior to the effective date of the Change in Control if
the Optionee continues to be employed by the Company as of the date of such
accelerated vesting.


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       4.2    DEFINITION OF "CHANGE IN CONTROL".

              A "Change in Control" shall be deemed to have occurred if: (a) any
"person" (including, without limitation, any individual, sole proprietorship,
partnership, trust, corporation, association, joint venture, pool, syndicate, or
other entity, whether or not incorporated), or any two or more persons acting as
a syndicate or group or otherwise acting in concert with regard to the ownership
of securities of the Company and thereby deemed collectively to be a "person")
as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), becomes, after the date hereof, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company's then outstanding securities,
unless, in transaction in which a "person" becomes, after the date hereof, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing less than fifty percent
(50%) of the combined voting power of the Company's then outstanding securities,
prior to the acquisition by such person of securities of the Company which
causes such person to have such beneficial ownership, the full Board shall by at
least a two-thirds vote have specifically approved such acquisition and
determined that such acquisition shall not constitute a Change in Control for
purposes of options granted under the Plan despite such beneficial ownership; or
(ii) during any two (2) year period, individuals who at the beginning of such
period constitute the Board, together with any new directors elected or
appointed during the period whose election or appointment resulted from a
vacancy on the Board caused by the retirement, death, or disability of a
director and whose election or appointment was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who were directors at
the beginning of the period, cease for any reason to constitute a majority
thereof.

5.     METHOD OF EXERCISE OF OPTION.

              Subject to the terms and conditions of this Share Option
Agreement, the Option may be exercised by delivering written notice of exercise
to the Company, at its principal office, addressed to the attention of the
Committee, which notice shall specify the number of Shares for which the Option
is being exercised, and shall be accompanied by payment in full of the Option
Price of the shares for which the Option is being exercised. Payment of the
Option Price for the Shares purchased pursuant to the exercise of the Option
shall be made either (i) in cash or in cash equivalents; (ii) through the tender
to the Company of Shares (so long as any Shares so tendered that were originally
acquired by the Optionee from the Company have been held by the Optionee for at
least six (6) months prior to such tender), which Shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value (as determined by the Committee in
accordance with the Plan) on the date of exercise; or (iii) by a combination of
the methods described in (i) and (ii). Payment in full of the Option Price need
not accompany the written notice of exercise provided the notice of exercise
directs that the Share certificate or certificates for the Shares for which the
Option is exercised be delivered to a licensed broker acceptable to the Company
as the agent for individual exercising the Option and, at the time such Share
certificate or certificates are delivered, the broker tenders the Company cash
(or cash equivalents acceptable to the Company) equal to the Option Price for
the Shares purchased pursuant


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to the exercise of the Option plus the amount (if any) of federal and/or other
taxes which the Company may, in its judgment, be required to withhold with
respect to the exercise of the Option. If the person exercising the Option is
not the Optionee, such person shall also deliver with the notice of exercise
appropriate proof of his or her right to exercise the Option. An attempt to
exercise the Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Promptly after exercise of the Option as
provided for above, the Company shall deliver to the person exercising the
Option a certificate or certificates for the Shares being purchased.

6.     CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

              Notwithstanding any other provision of this Agreement or of any
other agreement, contract, or understanding heretofore or hereafter entered into
by the Optionee and the Company, except an agreement, contract, or understanding
hereafter entered into that expressly modifies or excludes application of this
Section 6 (the "Other Agreements"), and notwithstanding any formal or informal
plan or other arrangement heretofore or hereafter adopted by the Company for the
direct or indirect compensation of the Optionee (including groups or classes of
participants or beneficiaries of which the Optionee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for an Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Code, in the event it shall be
determined that any right to receive any payment or other benefit under this
Agreement, taking into account all other rights, payments, or benefits to or for
Optionee under the Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to an Optionee under this Plan to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect (a "Payment") which would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by
the Optionee with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Optionee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Optionee of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Optionee retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

              (b)    Subject to the provisions of Section 6(c), all
determinations required to be made under this Section, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by KPMG LLP or such other certified public accounting firm as may be designated
by the Optionee (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Optionee within 15 business days of the
receipt of notice from the Optionee that there has been a Payment, or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Optionee may appoint another nationally
recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company.
Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by
the Company to the Optionee within five days


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of the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Optionee. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 6(c) and the Optionee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Optionee.

              (c)    The Optionee shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. The Optionee shall not pay such
claim prior to the expiration of the 30-day period following the date on which
it gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If the Company
notifies the Optionee in writing prior to the expiration of such period that it
desires to contest such claim, the Optionee shall:

                     (i)    give the Company any information reasonably
       requested by the Company relating to such claim,

                     (ii)   take such action in connection with contesting such
       claim as the Company shall reasonably request in writing from time to
       time, including, without limitation, accepting legal representation with
       respect to such claim by an attorney reasonably selected by the Company,

                     (iii)  cooperate with the Company in good faith in order
       effectively to contest such claim, and

                     (iv)   permit the Company to participate in any proceedings
       relating to such claim; provided, however, that the Company shall bear
       and pay directly all costs and expenses (including additional interest
       and penalties) incurred in connection with such contest and shall
       indemnify and hold the Optionee harmless, on an after-tax basis, for any
       Excise Tax or income tax (including interest and penalties with respect
       thereto) imposed as a result of such representation and payment of costs
       and expenses. Without limitation on the foregoing provisions of this
       Section 6(c), the Company shall control all proceedings taken in
       connection with such contest and, at its sole option, may pursue or forgo
       any and all administrative appeals, proceedings, hearings and conferences
       with the taxing authority in respect of such claim and may, at its sole
       option, either direct the Optionee to pay the tax claimed and sue for a
       refund or contest the claim in any permissible manner, and the Optionee
       agrees to prosecute such contest to a determination before any
       administrative tribunal, in a court of initial jurisdiction and in one or
       more appellate courts, as the Company shall determine; provided, however,
       that if the Company directs the Optionee to pay such claim and sue for a
       refund, the Company shall advance the amount of such payment to the
       Optionee, on an interest-free basis and shall indemnify and hold the
       Optionee harmless, on


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       an after-tax basis, from any Excise Tax or income tax (including interest
       or penalties with respect thereto) imposed with respect to such advance
       or with respect to any imputed income with respect to such advance; and
       further provided that any extension of the statute of limitations
       relating to payment of taxes for the taxable year of the Optionee with
       respect to which such contested amount is claimed to be due is limited
       solely to such contested amount. Furthermore, the Company's control of
       the contest shall be limited to issues with respect to which a Gross-Up
       Payment would be payable hereunder and the Optionee shall be entitled to
       settle or contest, as the case may be, any other issue raised by the
       Internal Revenue Service or any other taxing authority.

                     (d)    If, after the receipt by the Optionee of an amount
       advanced by the Company pursuant to Section 6(c), the Optionee becomes
       entitled to receive any refund with respect to such claim, the Optionee
       shall (subject to the Company's complying with the requirements of
       Section 6(c)) promptly pay to the Company the amount of such refund
       (together with any interest actually paid or credited thereon after taxes
       applicable thereto). If, after the receipt by the Optionee of an amount
       advanced by the Company pursuant to Section 6(c), a determination is made
       that the Optionee shall not be entitled to any refund with respect to
       such claim and the Company does not notify the Optionee in writing of its
       intent to contest such denial of refund prior to the expiration of 30
       days after such determination, then such advance shall be forgiven and
       shall not be required to be repaid and the amount of such advance shall
       offset, to the extent thereof, the amount of Gross-Up Payment required to
       be paid.

7.     TRANSFERABILITY OPTIONS.

              During the lifetime of an Optionee, only such Optionee (or, in the
event of legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

8.     RIGHTS AS STOCKHOLDER.

              Neither the Optionee nor any executor, administrator, distributee
or legatee of the Optionee's estate shall be, or have any of the rights or
privileges of, a stockholder of the Company in respect of any Shares
transferable hereunder unless and until such Shares have been fully paid and
certificates representing such Shares have been endorsed, transferred and
delivered, and the name of the Optionee (or of such personal representative,
administrator, distributee or legatee of the Optionee's estate) has been entered
as the stockholder of record on the books of the Company.

9.     EFFECT OF CHANGES IN CAPITALIZATION.

       9.1    CHANGES IN SHARES.

              If the number of outstanding Shares is increased or decreased or
the Shares are changed into or exchanged for a different number or kind of
Shares or other securities of the Company on account 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


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increase or decrease in such Shares effected without receipt of consideration by
the Company occurring after the date the Option is granted, a proportionate and
appropriate adjustment shall be made by the Company in the number and kind of
Shares subject to the Option, so that the proportionate interest of the Optionee
immediately following such event shall, to the extent practicable, be the same
as immediately prior to such event. Any such adjustment in the Option shall not
change the aggregate Option Price payable with respect to Shares subject to the
unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per Share.

       9.2    REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY.

              Subject to Section 9.3, if the Company shall be the surviving
entity in any reorganization, merger or consolidation of the Company with one or
more other entities, the Option shall pertain to and apply to the securities to
which a holder of the number of Shares subject to the Option would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Option Price per Share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the Shares remaining subject to the Option immediately prior to
such reorganization, merger or consolidation.

       9.3    REORGANIZATION IN WHICH THE COMPANY IS NOT THE SURVIVING ENTITY OR
              SALE OF ASSETS OR SHARES.

              Upon the dissolution or liquidation of the Company, or upon a
merger, consolidation or reorganization of the Company with one or more other
entities in which the Company is not the surviving entity, or upon a sale of
substantially all of the assets of the Company to another entity, or upon any
transaction (including, without limitation, a merger or reorganization in which
the Company is the surviving entity) approved by the Board which results in any
person or entity (or persons or entities acting as a group or otherwise in
concert) owning 80 percent or more of the combined voting power of all classes
of securities of the Company, the Option hereunder shall terminate, except to
the extent provision is made in connection with such transaction for the
continuation and/or the assumption of the Option, or for the substitution for
the Option of new options covering the stock of a successor employer entity, or
a parent or subsidiary thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, in which event the Option shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Option, the Optionee shall have the right (subject to the
limitations on exercise set forth in Section 3.7 above), for 30 days immediately
prior to the occurrence of such termination, to exercise the Option in whole or
in part, whether or not the Optionee was otherwise entitled to exercise such
Option at the time such termination occurs. Any exercise during such thirty (30)
day period shall be conditioned upon the consummation of the event and shall be
effective only immediately before the consummation of the event. The Company
shall send written notice of an event that will result in such a termination to
the Optionee not later than the time at which the Company gives notice thereof
to its stockholders.

       9.4    ADJUSTMENTS.

              Adjustments specified in this Section relating to Shares or
securities of the Company


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shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive. No fractional Shares or units of other securities
shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share or unit.

10.    REQUIREMENTS OF LAW.

       10.1   GENERAL.

              The Company shall not be required to sell or issue any Shares
under the Option if the sale or issuance of such Shares would constitute a
violation by the individual exercising the Option or by the Company of any
provision of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any time the Company shall determine, in its discretion, that the listing,
registration or qualification of any Shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of Shares
hereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company, and
any delay caused thereby shall in no way affect the date of termination of the
Option. Specifically in connection with the Securities Act of 1933 (as now in
effect or as hereafter amended), unless a registration statement under such Act
is in effect with respect to the Shares covered by the Option, the Company shall
not be required to sell or issue such Shares unless the Company has received
evidence satisfactory to it that the holder of the Option may acquire such
Shares pursuant to an exemption from registration under such Act. Any
determination in this connection by the Company shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended). The Company shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable unless and until the Shares
covered by the Option are registered or are subject to an available exemption
from registration, the exercise of the Option (under circumstances in which the
laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.

       10.2   RULE 16b-3.

              The intent of this Plan is to qualify for the exemption provided
by Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or
action by the Plan administrators does not comply with the requirements of Rule
16b-3, it shall be deemed inoperative, to the extent permitted by law and deemed
advisable by the Plan administrators, and shall not affect the validity of the
Plan. In the event Rule 16b-3 is revised or replaced, the Board may exercise
discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.


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11.    WITHHOLDING OF TAXES.

              The parties hereto recognize that the Company or a Subsidiary may
be obligated to withhold federal and local income taxes and Social Security
taxes to the extent that the Optionee realizes ordinary income in connection
with the exercise of the Option. The Optionee agrees that the Company or a
Subsidiary may withhold amounts needed to cover such taxes from payments
otherwise due and owing to the Optionee, and also agrees that upon demand the
Optionee will promptly pay to the Company or a Subsidiary having such obligation
any additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or cash equivalent.

12.    DISCLAIMER OF RIGHTS.

              No provision in this Agreement shall be construed to confer upon
the Optionee the right to be employed by the Company or any Subsidiary, or to
interfere in any way with the right and authority of the Company or any
Subsidiary either to increase or decrease the compensation of the Optionee at
any time, or to terminate any employment or other relationship between the
Optionee and the Company or any Subsidiary.

13.    INTERPRETATION OF THIS OPTION AGREEMENT.

              All decisions and interpretations made by the Committee or the
Board of Directors of the Company with regard to any question arising under the
Plan or this Agreement shall be binding and conclusive on the Company and the
Optionee and any other person entitled to exercise the Option as provided for
herein. In the event that there is any inconsistency between the provisions of
this Option Agreement and of the Plan, the provisions of the Plan shall govern.

14.    GOVERNING LAW.

              This Agreement is executed pursuant to and shall be governed by
the laws of the State of Maryland (without regard to any rules or principles of
conflicts of law that might look to any jurisdiction outside Maryland).

15.    BINDING EFFECT

              Subject to all restrictions provided for in this Agreement and by
applicable law relating to assignment and transfer of this Agreement and the
option provided for herein, this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, and assigns.

16.    NOTICE.

              Any notice hereunder by the Optionee to the Company shall be in
writing and shall be deemed duly given if mailed or delivered to the Company at
its principal office, addressed to the attention of the Committee, or if so
mailed or delivered to such other address as the Company may


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hereafter designate by notice to the Optionee. Any notice hereunder by the
Company to the Optionee shall be in writing and shall be deemed duly given if
mailed or delivered to the Optionee at the address specified below by the
Optionee for such purpose, or if so mailed or delivered to such other address as
the Optionee may hereafter designate by written notice given to the Company.

17.    ENTIRE AGREEMENT.

              This Agreement constitutes the entire agreement and supersedes all
prior understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. Neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated except by a written instrument
signed by the Company and the Optionee; provided, however, that the Company
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.


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              IN WITNESS WHEREOF, the parties hereto have duly executed this
Share Option Agreement, or caused this Share Option Agreement to be duly
executed on their behalf, as of the day and year first above written.


WITNESS:                                GUILFORD PHARMACEUTICALS INC.


                                        By:
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                                        Name: Craig R. Smith
                                        Title: Chairman of the Board, President,
                                               and Chief Executive Officer


                                        OPTIONEE:


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                                        (Signature)

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                                        Name (Printed)


                                        ADDRESS FOR NOTICE TO OPTIONEE:


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                                        Number                      Street

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                                        City           State           Zip Code