ex4-1b




EXHIBIT 4.1(b)


SHARE OPTION AGREEMENT


            This SHARE OPTION AGREEMENT (this “Agreement”) is effective as of the 15th
day of November 2000, by and between Guilford Pharmaceuticals Inc., a Delaware
Corporation (the “Company”) and Susan M. Smith, a resident of the State of
Maryland (the “Optionee”).


W I T N E S S E T H:


            WHEREAS, the Optionee has entered into a Consulting Agreement with the
Company (the “Consulting Agreement”) pursuant to which the Optionee is
performing consulting services for the Company in consideration for, among
other things, an option (the “Option”) to purchase a certain number of shares
of the common stock of the Company, par value $0.01 per share (the “Shares”).


            WHEREAS, in accordance with the terms of the Consulting Agreement, this
Agreement sets forth the terms and conditions of the Optionee’s Option.


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


1. GRANT OF OPTION.


            The Company hereby grants to the Optionee the Option to purchase from the
Company, on the terms and subject to the conditions hereinafter set forth,
8,000 Shares. The “Date of Grant” of this Option is November 14, 2000, the
date on which the grant of the Option was approved by the Board of Directors of
the Company.


2. PRICE.


            The purchase price (the “Option Price”) for the Shares subject to the
Option granted by this Option Agreement is $16.0625 per Share.


3. EXERCISE OF OPTION.


      3.1 Time of Exercise of Option.


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



			
	 	(i)	On the date of this Agreement, the Option shall
be exercisable in respect of 2,331 Shares;
	 

	 	(ii)	On the first day of each calendar month
commencing on December 1, 2000, and continuing until March 1,
2002, the Option shall be exercisable in respect of 333
Shares; and
	 

	 	(iii)	On April 1, 2002, the Option shall be exercisable in respect of 341
Shares.












      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 Death.


            In the event of the Optionee’s death, 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 3.5
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 Subsection 3.4 of this Section.


      3.4 Termination of Option.


            The Option shall terminate upon the expiration of a period of ten years
from the Date of Grant of the Option, as set forth in Section 1 above.


      3.5 Limitations on Exercise of Option.


            Notwithstanding the foregoing Subsections of this Section, the Option may
not be exercised, in whole or in part, after ten years following the Date of
Grant of the Option, as set forth in Section 1 above, or after the occurrence
of an event referred to in Section 8 below which results in termination of the
Option. In no event may the Option be exercised for a fractional Share.


      3.6 Securities Act.


            The Optionee understands that (i) as of the date of this Agreement the
Shares that are the subject of the Option have not been registered under the
Securities Act of 1933 (as now in effect or as hereafter amended, the
“Securities Act”), (ii) the Shares held by Optionee as a result of any exercise
of the Option, must be held indefinitely unless a subsequent disposition
thereof is registered under the Securities Act or is otherwise exempt from
registration, (iii) such Shares will bear a legend to that effect, and (iv) the
Company will make a notation on its transfer books to that effect.


      3.7 Investment Representations.


            The Optionee represents that (i) she is an “accredited investor” within
the meaning of Rule 501 of the Securities Act, (ii) upon any exercise of the
Option, the Shares represented thereby are being acquired for her own account
for the purpose of investment and not with a view to or for sale in connection
with any distribution thereof, except to the extent that such Shares are
included in a registration statement filed with the Securities and Exchange
Commission under the Securities Act.


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4. VESTING UPON A CHANGE OF CONTROL


      4.1 Vesting Upon a Change in Control


            Notwithstanding any other provision of 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.


      4.2 Definition of “Change in Control”.


            A “Change in Control” shall be deemed to have occurred if: (i) 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 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 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 on the date of exercise; or (iii) by a


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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 the Optionee 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 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. TRANSFERABILITY OPTIONS.


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


7. 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.


8. EFFECT OF CHANGES IN CAPITALIZATION.


      8.1 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 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.


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      8.2 Reorganization in Which the Company Is the Surviving Entity.


            Subject to Section 8.3, 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.


      8.3 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 3.5 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.


      8.4 Adjustments.


            Adjustments specified in this Section relating to Shares or securities of
the Company shall be made by the Board of Directors of the Company, 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.


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9. REQUIREMENTS OF LAW.


            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, 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. 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. INTERPRETATION OF THIS AGREEMENT.


            All decisions and interpretations made by the Board of Directors of the
Company with regard to any question arising under 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.


11. 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).


12. 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.


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13. 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 Board of Directors, or if
so mailed or delivered to such other address as the Company may 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.


14. 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.


REMAINDER OF PAGE LEFT BLANK

SIGNATURES FOLLOW


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



	 	 	 
	ATTEST:		
GUILFORD PHARMACEUTICALS INC.
	 
	
	
	
	

	/s/ Asher Rubin		By: /s/ Andrew Jordan
	
		

	Asher Rubin		Title: Sr. VP, General Counsel & Secretary
	 
	
	
	
	

			OPTIONEE:
	 
			 /s/ Susan M. Smith
			

	
	
	
	


			(signature)

ADDRESS FOR NOTICE TO OPTIONEE:
	 
			6        Blenmount Court
			

	
	
	
	

			Number                                   
             Street
	 
			Phoenix,                            MD      
                              21131
			

	
	
	
	

			City                                   
 State                                    Zip Code