exv4w09



 





EXHIBIT 4.09




GUILFORD PHARMACEUTICALS INC.




and




[            ], as Warrant Agent




FORM OF PREFERRED STOCK

WARRANT AGREEMENT




Dated as of




[            ]




 









 








GUILFORD PHARMACEUTICALS INC.

FORM OF PREFERRED STOCK WARRANT AGREEMENT




     PREFERRED STOCK WARRANT AGREEMENT, dated as of [      ] between Guilford
Pharmaceuticals Inc., a Delaware corporation (the “Company”) and [            ], a [corporation] [national banking association] organized and existing
under the laws of [               ] and having a corporate trust office in
[               ], as warrant agent (the “Warrant Agent”).



     WHEREAS, the Company proposes to sell [if Warrants are sold with other
securities—[title of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants (the
“Warrants” or individually a “Warrant”) representing the right to purchase
[title of Preferred Stock purchasable through exercise of Warrants] (the
“Warrant Securities”), such warrant certificates and other warrant certificates
issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange, exercise and replacement of the
Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;



     NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:



ARTICLE 1




ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF

WARRANT CERTIFICATES




     Section 1.1 Issuance of Warrants. [If Warrants alone—Upon issuance,
each Warrant Certificate shall evidence one or more Warrants.] [If Other
Securities and Warrants—Warrants shall be [initially] issued in connection
with the issuance of the Other Securities [but shall be separately transferable
on and after [                  ] (the “Detachable Date”)] [and shall not be
separately transferable] and each Warrant Certificate shall evidence one or
more Warrants.] Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase one Warrant
Security. [If Other Securities and Warrants—Warrant Certificates shall be
initially issued in units with the Other Securities and each Warrant
Certificate included in such a unit shall evidence [               ]



 









 





Warrants for each [$ [            ]principal amount] [                        shares] of Other Securities included in
such unit.]




     Section 1.2 Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in the
form set forth in Exhibit A hereto, shall be dated the date of its
countersignature by the Warrant Agent and may have such letters, numbers, or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by
any of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers,
treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.



     No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.



     In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.



     The term “holder” or “holder of a Warrant Certificate” as used herein
shall mean any person in whose name at the time any Warrant Certificate shall
be



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registered upon the books to be maintained by the Warrant Agent for that
purpose [If Other Securities and Warrants are not immediately detachable—or
upon the registration of the Other Securities prior to the Detachable Date.
Prior to the Detachable Date, the Company will, or will cause the registrar of
the Other Securities to, make available at all times to the Warrant Agent such
information as to holders of the Other Securities as may be necessary to keep
the Warrant Agent’s records up to date].




     Section 1.3 Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase Warrant Securities may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign such Warrant Certificates and shall deliver such Warrant
Certificates to or upon the order of the Company.



ARTICLE 2




WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS




     Section 2.1 Warrant Price. During the period specified in Section 2.2,
each Warrant shall, subject to the terms of this Warrant Agreement and the
applicable Warrant Certificate, entitle the holder thereof to purchase the
number of Warrant Securities specified in the applicable Warrant Certificate at
an exercise price of $ [            ] per Warrant Security, subject to
adjustment upon the occurrence of certain events, as hereinafter provided. Such
purchase price per Warrant Security is referred to in this Agreement as the
“Warrant Price.”



     Section 2.2 Duration of Warrants. Each Warrant may be exercised in whole
or in part at any time, as specified herein,
on or after [the date thereof] [            ]
and at or before [            ] p.m., [City] time, on        or such later date as the Company may designate by notice to the Warrant
Agent and the holders of Warrant Certificates mailed to their addresses as set
forth in the record books of the Warrant Agent (the “Expiration Date”). Each
Warrant not exercised at or before [            ] p.m., [City] time, on
the Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.



     Section 2.3 Exercise of Warrants.



     (a) During the period specified in Section 2.2, the Warrants may be
exercised to purchase a whole number of Warrant Securities in registered form
by providing certain information as set forth on the reverse side of the
Warrant



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Certificate and by paying in full, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds]
the Warrant Price for each Warrant Security with respect to which a Warrant is
being exercised to the Warrant Agent at its corporate trust office, provided
that such exercise is subject to receipt within five business days of such
payment by the Warrant Agent of the Warrant Certificate with the form of
election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed. The date on which
payment in full of the Warrant Price is received by the Warrant Agent shall,
subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the
date on which the Warrant is exercised; provided, however, that if, at the date
of receipt of such Warrant Certificates and payment in full of the Warrant
Price, the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be closed, no such receipt of such Warrant
Certificates and no such payment of such Warrant Price shall be effective to
constitute the person so designated to be named as the holder of record of such
Warrant Securities on such date, but shall be effective to constitute such
person as the holder of record of such Warrant Securities for all purposes at
the opening of business on the next succeeding day on which the transfer books
for the Warrant Securities purchasable upon the exercise of such Warrants shall
be opened, and the certificates for the Warrant Securities in respect of which
such Warrants are then exercised shall be issuable as of the date on such next
succeeding day on which the transfer books shall next be opened, and until such
date the Company shall be under no duty to deliver any certificate for such
Warrant Securities. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by telephone at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.




     (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrant Securities with
respect to which Warrants were exercised, (ii) the instructions of each holder
of the Warrant Certificates evidencing such Warrants with respect to delivery
of the Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants for the remaining Warrant Securities after such exercise, and (iv) such other
information as the Company shall reasonably require.



     (c) As soon as practicable after the exercise of any Warrant, the Company
shall issue to or upon the order of the holder of the Warrant Certificate
evidencing such Warrant the Warrant Securities to which such holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are



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exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing Warrants for the number of Warrant Securities
remaining unexercised.




     (d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company’s satisfaction that no such tax or other charge
is due.



     (e) Prior to the issuance of any Warrants there shall have been reserved,
and the Company shall at all times through the Expiration Date keep reserved,
out of its authorized but unissued Warrant Securities, a number of shares
sufficient to provide for the exercise of the Warrants.



ARTICLE 3




OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF

WARRANT CERTIFICATES




     Section 3.1 No Rights as Warrant Securityholder Conferred by Warrants or
Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
dividends or distributions, if any, on the Warrant Securities or to exercise
any voting rights, except to the extent expressly set forth in this Agreement
or the applicable Warrant Certificate.



     Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, theft, destruction or mutilation
of any Warrant Certificate and/or indemnity reasonably satisfactory to the
Warrant Agent and the Company and, in the case of mutilation, upon surrender of the mutilated
Warrant Certificate to the Warrant Agent for cancellation, then, in the absence
of notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing
Warrants for a like number of Warrant Securities. Upon the issuance of any new
Warrant Certificate under this Section 3.2, the Company may require the payment
of a sum sufficient to cover any tax or other governmental



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charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section 3.2 in lieu
of any lost, stolen or destroyed Warrant Certificate shall represent an
additional contractual obligation of the Company, whether or not the lost,
stolen or destroyed Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder. The provisions of this Section 3.2 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.




     Section 3.3 Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the holder of
any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such holder’s right to
exercise the Warrants evidenced by such holder’s Warrant Certificate in the
manner provided in such holder’s Warrant Certificate and in this Agreement.



     Section 3.4 Adjustments.



     (a) In case the Company shall at any time [subdivide] its outstanding
shares of [title of Preferred Stock purchasable through exercise of Warrants]
into a greater number of shares, the Warrant Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant
Securities purchasable under the Warrants shall be proportionately increased.
Conversely, in case the outstanding shares of [title of Preferred Stock
purchasable through exercise of Warrants] of the Company shall be combined into
a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Securities purchasable
under the Warrants shall be proportionately decreased.



     (b) If at any time or from time to time the holders of [title of Preferred
Stock purchasable through exercise of Warrants] (or any shares of stock or
other securities at the time receivable upon the exercise of the Warrants)
shall have received or become entitled to receive, without payment therefore,




     (i) [title of Preferred Stock purchasable through exercise of
Warrants] or any shares of stock or other securities which are at
any time directly or indirectly convertible into or exchangeable
for [title of



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Preferred Stock purchasable through exercise of
Warrants], or any rights or options to subscribe for, purchase or
otherwise acquire any of the foregoing by way of dividend or other
distribution;




     (ii) any cash paid or payable otherwise than in accordance
with the terms of [title of Preferred Stock purchasable through
exercise of Warrants] or otherwise than as a cash dividend paid or
payable out of the Company’s current or retained earnings;




     (iii) any evidence of the Company’s indebtedness or rights to
subscribe for or purchase the Company’s indebtedness; or




     (iv) [title of Preferred Stock purchasable through exercise of
Warrants] or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
combination of shares or similar corporate rearrangement (other
than shares of [title of Preferred Stock purchasable through
exercise of Warrants] issued as a stock split or adjustments in
respect of which shall be covered by the terms of Section 3.4(a)
above),



then and in each such case, the holder of each Warrant shall, upon the exercise
of the Warrant, be entitled to receive, in addition to the number of Warrant
Securities receivable thereupon, and without payment of any additional
consideration therefore, the amount of stock and other securities and property
(including cash and indebtedness (or rights to subscribe for or purchase
indebtedness) which such holder would hold on the date of such exercise had he
been the holder of record of such shares of [title of Preferred Stock
purchasable through exercise of Warrants] as of the date on which holders of
[title of Preferred Stock purchasable through exercise of Warrants] received or
became entitled to receive such shares or all other additional stock and other
securities and property.




     (c) In case of (i) any reclassification, capital reorganization, or change
in the [title of Preferred Stock purchasable through the exercise of the
Warrants] of the Company (other than as a result of a subdivision, combination,
or stock dividend provided for in Section 3.4(a) or Section 3.4(b) above), (ii)
share exchange, merger or similar transaction of the Company with or into
another person or entity (other than a share exchange, merger or similar
transaction in which the Company is the acquiring or surviving corporation and
which does not result in any change in the [title of Preferred Stock
purchasable through the exercise of the Warrants] other than the issuance of
additional shares of [title of Preferred Stock purchasable through the exercise
of the Warrants] or (iii) the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety (in any such case, a “Reorganization Event”), then, as a
condition of such Reorganization Event, lawful provisions shall be made, and
duly



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executed documents evidencing the same from the Company or its successor
shall be delivered to the holders of the Warrants, so that the holders of the
Warrants shall have the right at any time prior to the expiration of the
Warrants to purchase, at a total price equal to that payable upon the exercise
of the Warrants, the kind and amount of shares of stock and other securities
and property receivable in connection with such Reorganization Event by a
holder of the same number of shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] as were purchasable by the holders of the
Warrants immediately prior to such Reorganization Event. In any such case
appropriate provisions shall be made with respect to the rights and interests
of the holders of the Warrants so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities and
property deliverable upon exercise the Warrants, and appropriate adjustments
shall be made to the Warrant Price payable hereunder provided the aggregate
purchase price shall remain the same. In the case of any transaction described
in clauses (ii) and (iii) above, the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated. Such successor or assuming entity thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Warrants issuable hereunder which heretofore shall
not have been signed by the Company, and may execute and deliver securities in
its own name, in fulfillment of its obligations to deliver Warrant Securities
upon exercise of the Warrants. All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof. In any case of any such Reorganization Event, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.




     The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such Reorganization Event complies with the
provisions of this Section 3.4.



     (d) The Company may, at its option, at any time until the Expiration Date,
reduce the then current Warrant Price to any amount deemed appropriate by the
Board of Directors of the Company for any period not exceeding twenty
consecutive days (as evidenced in a resolution adopted by such Board of
Directors), but only upon giving the notices required by Section 3.5 at least
ten days prior to taking such action.



     (e) Except as herein otherwise expressly provided, no adjustment in the
Warrant Price shall be made by reason of the issuance of any securities of the
Company or for any other reason whatsoever.



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     (f) No fractional Warrant Securities shall be issued upon the exercise of
Warrants. If more than one Warrant shall be exercised at one time by the same
holder, the number of full Warrant Securities which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of Warrant
Securities purchased pursuant to the Warrants so exercised. Instead of any
fractional Warrant Security which would otherwise be issuable upon exercise of
any Warrant, the Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of the last sales price (or
bid price if there were no sales) per Warrant Security, in either case as
reported on the New York Stock Exchange Composite Tape on the business day
which next precedes the day of exercise or, if the Warrant Securities are not
then listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Warrant Securities are
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”),
or if the Warrant Securities are not then listed or admitted to trading on any
national securities exchange or quoted on the National Market System of NASDAQ,
the average of the closing high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ, or such other system then in
use, or if on any such date the Warrant Securities are not quoted by any such
organization, an amount equal to the same fraction of the average of the
closing bid and asked prices as furnished by any New York Stock Exchange firm
selected from time to time by the Company for that purpose at the close of
business on the business day which next precedes the day of exercise.



     (g) Whenever the Warrant Price then in effect is adjusted as herein
provided, the Company shall mail to each holder of the Warrants at such
holder’s address as it shall appear on the books of the Company a statement
setting forth the adjusted Warrant Price then and thereafter effective under
the provisions hereof, together with the facts, in reasonable detail, upon which such
adjustment is based.



     Section 3.5 Notice to Warrantholders. In case the Company shall (a)
effect any dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the [title
of Preferred Stock purchasable through the exercise of the Warrants] in
connection with the dissolution, liquidation or winding up of the Company, or
(d) reduce the then current Warrant Price pursuant to Section 3.4(d), then the
Company shall mail to each holder of Warrants at such holder’s address as it
shall appear on the books of the Warrant Agent, at least ten days prior to the
applicable date hereinafter specified, a notice stating (x) the record date for
such dividend or distribution, or, if a record is not to be taken, the date as
of which the holders of record of [title of Preferred Stock purchasable through
the exercise of the Warrants]



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that will be entitled to such dividend or distribution are to be determined, (y) the date on which such Reorganization
Event, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of [title of Preferred
Stock purchasable through the exercise of the Warrants] of record shall be
entitled to exchange their shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] for securities or other property
deliverable upon such Reorganization Event, dissolution, liquidation or winding
up, or (z) the first date on which the then current Warrant Price shall be
reduced pursuant to Section 3.4(d). No failure to mail such notice nor any
defect therein or in the mailing thereof shall affect any such transaction or
any adjustment in the Warrant Price required by Section 3.4.




     Section 3.6 [If the Warrants are subject to acceleration by the Company,
insert—Acceleration of Warrants by the Company.



     (a) At any time on or after[            ], the Company shall have
the right to accelerate any or all Warrants at any time by causing them to
expire at the close of business on the day next preceding a specified date (the
“Acceleration Date”), if the Market Price (as hereinafter defined) of the
[title of Preferred Stock purchasable through the exercise of the Warrants]
equals or exceeds [            ] percent (            %) of the then
effective Warrant Price on any twenty Trading Days (as hereinafter defined)
within a period of thirty consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.



     (b) “Market Price” for each Trading Day shall be, if the [title of
Preferred Stock purchasable through the exercise of the Warrants] is listed or
admitted for trading on the New York Stock Exchange, the last reported sale
price, regular way (or, if no such price is reported, the average of the reported
closing bid and asked prices, regular way) of [title of Preferred Stock
purchasable through the exercise of the Warrants], in either case as reported
on the New York Stock Exchange Composite Tape or, if the [title of Preferred
Stock purchasable through the exercise of the Warrants] is not listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the [title of Preferred Stock purchasable through
the exercise of the Warrants] is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the
National Market System of NASDAQ or, if not listed or admitted to trading on
any national securities exchange or quoted on the National Market System of
NASDAQ, the average of the closing high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ, or such other system then in
use, or if on any such date the shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by any New York
Stock Exchange firm selected from time to time by the Company for that purpose.



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“Trading Day” shall be each Monday through Friday, other than any day on which
securities are not traded in the system or on the exchange that is the
principal market for the [title of Preferred Stock purchasable through the
exercise of the Warrants], as determined by the Board of Directors of the
Company.




     (c) In the event of an acceleration of less than all of the Warrants, the
Warrant Agent shall select the Warrants to be accelerated by lot, pro rata or
in such other manner as it deems, in its discretion, to be fair and
appropriate.



     (d) Notice of an acceleration specifying the Acceleration Date shall be
sent by mail first class, postage prepaid, to each registered holder of a
Warrant Certificate representing a Warrant accelerated at such holder’s address
appearing on the books of the Warrant Agent not more than sixty days nor less
than thirty days before the Acceleration Date. Such notice of an acceleration
also shall be given no more than twenty days, and no less than ten days, prior
to the mailing of notice to registered holders of Warrants pursuant to this
Section 3.6, by publication at least once in a newspaper of general circulation
in the City of New York.



     (e) Any Warrant accelerated may be exercised until [            ] p.m.,
[City] time, on the business day next preceding the Acceleration Date. The
Warrant Price shall be payable as provided in Section 2.]



ARTICLE 4




EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES




     Section 4.1 Exchange and Transfer of Warrant Certificates. [If Other
Securities with Warrants which are immediately detachable—Upon] [If Other
Securities with Warrants which are not immediately detachable—Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with an
exchange or transfer of such Other Security. Prior to any Detachable Date, each
transfer of the Other Security shall operate also to transfer the related
Warrant Certificates. After the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent, Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence Warrants for
the same aggregate number of Warrant Securities as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office,
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant



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Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent. No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent
shall not be required to effect any exchange or registration of transfer which
will result in the issuance of a Warrant Certificate evidencing a Warrant for a
fraction of a Warrant Security or a number of Warrants for a whole number of
Warrant Securities and a fraction of a Warrant Security. All Warrant
Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations and entitled to the same benefits under this Agreement as the
Warrant Certificate surrendered for such exchange or registration of transfer.




     Section 4.2 Treatment of Holders of Warrant Certificates. [If Other
Securities and Warrants are not immediately detachable—Prior to the Detachable
Date, the Company, the Warrant Agent and all other persons may treat the owner
of the Other Security as the owner of the Warrant Certificates initially
attached thereto for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced by such Warrant Certificates, any
notice to the contrary notwithstanding. After the Detachable Date and prior to
due presentment of a Warrant Certificate for registration of transfer, the]
[T]he Company, the Warrant Agent and all other persons may treat the registered
holder of a Warrant Certificate as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.



     Section 4.3 Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered for exchange, registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange therefor or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.



12









 





ARTICLE 5




CONCERNING THE WARRANT AGENT




     Section 5.1 Warrant Agent. The Company hereby appoints [            ] as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
[         ] hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and
provisions hereof.



     Section 5.2 Conditions of Warrant Agent’s Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:



     (a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
without negligence, bad faith or willful misconduct by the Warrant Agent in
connection with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, bad faith
or willful misconduct on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, including the reasonable
costs and expenses of defending against any claim of such liability.



     (b) Agent for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.



     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, which may include counsel for the Company, and the written
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel.



13









 





     (d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted by it in reliance
upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.



     (e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, Warrants,
with the same rights that it or they would have if it were not the Warrant
Agent hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any committee or body
of holders of Warrant Securities or other obligations of the Company as freely
as if it were not the Warrant Agent hereunder. Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as trustee
under any indenture to which the Company is a party.



     (f) No Liability for Interest. Unless otherwise agreed with the Company,
the Warrant Agent shall have no liability for interest on any monies at any
time received by it pursuant to any of the provisions of this Agreement or of
the Warrant Certificates.



     (g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates (except as to the Warrant Agent’s countersignature
thereon).



     (h) No Responsibility for Representations. The Warrant Agent shall not be
responsible for any of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon), all
of which are made solely by the Company.



     (i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the
proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of its



14









 





covenants or agreements contained herein or in the Warrant Certificates or in
the case of the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in
Section 6.2 hereof, to make any demand upon the Company.




     Section 5.3 Resignation and Appointment of Successor.



     (a) The Company agrees, for the benefit of the holders from time to time
of the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.



     (b) The Warrant Agent may at any time resign as agent by giving written
notice to the Company of such intention on its part, specifying the date on
which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is
given unless the Company otherwise agrees. The Warrant Agent hereunder may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the intended date
when it shall become effective. Such resignation or removal shall take effect
upon the appointment by the Company, as hereinafter provided, of a successor
Warrant Agent (which shall be a bank or trust company authorized under the laws
of the jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent. The
obligation of the Company under Section 5.2(a) shall continue to the extent set
forth therein notwithstanding the resignation or removal of the Warrant Agent.



     (c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall commence a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or under any other applicable Federal or
state bankruptcy, insolvency or similar law or shall consent to the appointment
of or taking possession by a receiver, custodian, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Warrant Agent or its
property or affairs, or shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts generally as they
become due, or shall take corporate action in furtherance of any such action,
or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of
the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian,



15









 





liquidator, assignee, trustee, sequestrator (or similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property or
affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder.




     (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay
over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.



     (e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.



ARTICLE 6




MISCELLANEOUS




     Section 6.1 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein,
or making any other provisions with respect to matters or questions arising
under this Agreement as the Company and the Warrant Agent may deem necessary or
desirable; provided that such action shall not materially adversely affect the
interests of the holders of the Warrant Certificates.



16









 





     Section 6.2 Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.



     Section 6.3 Addresses. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to [            ],
Attention: [            ] and
any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Guilford Pharmaceuticals Inc., 6611 Tributary
Street, Baltimore, Maryland 21224, Attention: Corporate Secretary (or such
other address as shall be specified in writing by the Warrant Agent or by the
Company).



     Section 6.4 Governing Law. This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York.



     Section 6.5 Delivery of Prospectus. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant
Agent agrees that upon the exercise of any Warrant, the Warrant Agent will
deliver to the holder of the Warrant Certificate evidencing such Warrant, prior
to or concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.



     The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.



     Section 6.6 Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities act filings under United States Federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933, as
amended), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Securities issued upon exercise of
the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon
the expiration of the period during which the Warrants are exercisable.



     Section 6.7 Persons Having Rights Under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the



17









 





Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.




     Section 6.8 Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.



     Section 6.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same
instrument.



     Section 6.10 Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.



18









 





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



	 	 	 	 	 
	 	 	GUILFORD PHARMACEUTICALS INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 	 	

	 	 	Warrant Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	Attest:
	 	 	 	 
	

	 	 	 	 







[SIGNATURE PAGE TO PREFERRED STOCK WARRANT AGREEMENT]





19










 





EXHIBIT A




FORM OF WARRANT CERTIFICATE

[Face of Warrant Certificate]




	 	 	 
	[Form if Warrants are attached to
Other Securities and are not
immediately detachable.

	 	Prior to      , this
Warrant Certificate cannot be
transferred or exchanged unless
attached to a [Title of Other
Securities].]
	 
	 	 
	[Form of Legend if Warrants are not
immediately exercisable.

	 	Prior to      ,
Warrants evidenced by this Warrant
Certificate cannot be exercised.]







EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN




VOID AFTER [            ] P.M., [CITY] TIME, ON      ,




GUILFORD PHARMACEUTICALS INC.




WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

[TITLE OF WARRANT SECURITIES]










No.




Warrants




     This certifies that [                  ] or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such Owner [if Warrants are attached to Other Securities and are not
immediately detachable—, subject to the registered owner qualifying as a
“Holder” of this Warrant Certificate, as hereinafter defined],] to purchase, at
any time [after [        ] p.m., [City] time, on [                  ]
and] on or before [                  ] p.m., [City] time, on
        ,                  shares of [Title of Warrant Securities] (the “Warrant
Securities”), of Guilford Pharmaceuticals Inc. (the “Company”) on the following
basis: during the period from [                  ], through and including [
], the exercise price per Warrant Security will be $[                  ]
, subject to adjustment as provided in the Warrant Agreement (as
hereinafter defined) (the “Warrant Price”). The Holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full, in



A-1









 







lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price for each Warrant Security with respect to which this Warrant
is exercised to the Warrant Agent (as hereinafter defined) and by surrendering
this Warrant Certificate, with the purchase form on the back hereof duly
executed, at the corporate trust office of [name of Warrant Agent], or its
successor as warrant agent (the “Warrant Agent”), which is, on the date hereof,
at the address specified on the reverse hereof, and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).



     The term “Holder” as used herein shall mean [if Warrants are attached to
Other Securities and are not immediately detachable—prior to [                                     ] (the
“Detachable Date”), the registered owner of the Company’s [title of Other
Securities] to which this Warrant Certificate was initially attached, and after
such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4 of the Warrant Agreement.



     The Warrants evidenced by this Warrant Certificate may be exercised to
purchase a whole number of Warrant Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate evidencing Warrants for the number of Warrant Securities remaining
unexercised.



     This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [                                    ,                  ] (the
“Warrant Agreement”), between the Company and the Warrant Agent and is subject
to the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate consents by
acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent.



     [If Warrants are attached to Other Securities and are not immediately
detachable—Prior to the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities]
(the “Other Securities”) to which this Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with, an
exchange or transfer of such Other Security. Additionally, on or prior to the
Detachable Date, each transfer of such Other Security on the register of the
Other Securities shall operate also to transfer this Warrant Certificate. After
such date, transfer of this] [If Warrants are attached to Other Securities and
are immediately detachable—Transfer of this] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the corporate trust
office of the Warrant Agent by the registered owner or such



A-2









 







owner’s assigns, in
the manner and subject to the limitations provided in the Warrant Agreement.



     [If Other Securities with Warrants which are not immediately
detachable—Except as provided in the immediately preceding paragraph, after]
[If Other Securities with Warrants which are immediately detachable or Warrants
alone—After] countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing Warrants for the same aggregate number of Warrant Securities.



     This Warrant Certificate shall not entitle the Holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of dividends or distributions, if any, on the
Warrant Securities (except to the extent set forth in the Warrant Agreement) or
to exercise any voting rights.



     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.



     This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.



A-3









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers.



	 	 	 	 	 
	 	 	GUILFORD PHARMACEUTICALS INC.
	 
	 	 	 	 
	Dated:

	 	By:	 	 
	


	 	 	 	

	 
	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	

	Attest:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Countersigned:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	As Warrant Agent
	 	 	 	 







	 	 	 
	By:
	 	 
	

	 	

	

	 	Authorized Signature







A-4









 






[REVERSE OF WARRANT CERTIFICATE]




(Instructions for Exercise of Warrant)




     To exercise any Warrants evidenced hereby for Warrant Securities (as
hereinafter defined), the Holder must pay, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address
of Warrant Agent], Attn: [                ], which payment must specify the
name of the Holder and the number of Warrants exercised by such Holder. In
addition, the Holder must complete the information required below and present
this Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth above.
This Warrant Certificate, completed and duly executed, must be received by the
Warrant Agent within five business days of the payment.



(To be executed upon exercise of Warrants)




     The undersigned hereby irrevocably elects to exercise [                  ]
Warrants, evidenced by this Warrant Certificate, to purchase [                 
]
shares of the [Title of Warrant Securities] (the “Warrant Securities”), of
Guilford Pharmaceuticals Inc. and represents that he has tendered payment for
such Warrant Securities, in lawful money of the United States of America, [in
cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds], to the order of
Guilford Pharmaceuticals Inc., c/o [insert name and address of Warrant Agent],
in the amount of $[                      ] in accordance with the terms hereof.
The undersigned requests that said Warrant Securities be in fully registered
form in the authorized denominations, registered in such names and delivered
all as specified in accordance with the instructions set forth below.



A-5









 





     If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
evidencing the Warrants for the number of Warrant Securities remaining
unexercised be issued and delivered to the undersigned unless otherwise
specified in the instructions below.



	 	 	 
	Dated:

	 	Name
	


	 	


	

	 	(Please
Print)

	 
	 	 
	

	 	Address:
	

	 	


	 
	 	 
	

	 	

	 
	 	 
	

	 	

	

	 	(Insert Social Security or Other Identifying Number of Holder)
	 
	 	 
	Signature Guaranteed

	 	

	

	 	Signature
	 
	 	 
	

	 	(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee by a bank, trust
company or member broker of the New York,
Midwest or Pacific Stock Exchange)







This Warrant may be exercised at the following addresses:




	 	 	 
	By hand at

	 	

	 
	 	 
	

	 	

	 
	 	 
	By mail at

	 	

	 
	 	 
	

	 	







[Instructions as to form and delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing Warrants for the number of Warrant Securities
remaining unexercised—complete as appropriate.]





A-6









 








ASSIGNMENT




[Form of assignment to be executed if

Warrant Holder desires to transfer Warrant)




     FOR VALUE RECEIVED,                     hereby sells, assigns and transfers unto:



	 	 	 
	


	 	

	 
	 	 
	


	 	

	(Please print name and address including zip code)

	 	Please insert Social Security or other identifying number






the right represented by the within Warrant to purchase [                    ]
shares of [Title of Warrant Securities] of Guilford Pharmaceuticals Inc. to
which the within Warrant relates and appoints [                    ] attorney
to transfer such right on the books of the Warrant Agent with full power of
substitution in the premises.




	 	 	 
	Dated
	 	 
	


	 	

	

	 	Signature
	 
	 	 
	

	 	(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
	Signature Guaranteed
	 	 
	 
	 	 
	

	 	 







A-7









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE 1
	 	 	 	 
	ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
	 	 	1	 
	Section 1.1 Issuance of Warrants
	 	 	1	 
	Section 1.2 Execution and Delivery of Warrant Certificates
	 	 	2	 
	Section 1.3 Issuance of Warrant Certificates
	 	 	3	 
	ARTICLE 2
	 	 	 	 
	WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
	 	 	3	 
	Section 2.1 Warrant Price
	 	 	3	 
	Section 2.2 Duration of Warrants
	 	 	3	 
	Section 2.3 Exercise of Warrants
	 	 	3	 
	ARTICLE 3
	 	 	 	 
	OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES
	 	 	5	 
	Section 3.1 No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates
	 	 	5	 
	Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates
	 	 	5	 
	Section 3.3 Holder of Warrant Certificate May Enforce Rights
	 	 	6	 
	Section 3.4 Adjustments
	 	 	6	 
	Section 3.5 Notice to Warrantholders
	 	 	9	 
	Section 3.6 [If the Warrants are subject to acceleration by the
Company, insert—Acceleration of Warrants by the Company
	 	 	10	 







-i-









 

\




	 	 	 	 	 
	 	 	Page

	ARTICLE 4
	 	 	 	 
	EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES 
	 	 	11	 
	Section 4.1 Exchange and Transfer of Warrant Certificates
	 	 	11	 
	Section 4.2 Treatment of Holders of Warrant Certificates
	 	 	12	 
	Section 4.3 Cancellation of Warrant Certificates
	 	 	12	 
	ARTICLE 5
	 	 	 	 
	CONCERNING THE WARRANT AGENT 
	 	 	13	 
	Section 5.1 Warrant Agent
	 	 	13	 
	Section 5.2 Conditions of Warrant Agent’s Obligations
	 	 	13	 
	Section 5.3 Resignation and Appointment of Successor
	 	 	15	 
	ARTICLE 6
	 	 	 	 
	MISCELLANEOUS 
	 	 	16	 
	Section 6.1 Amendment
	 	 	16	 
	Section 6.2 Notices and Demands to the Company and Warrant Agent
	 	 	17	 
	Section 6.3 Addresses
	 	 	17	 
	Section 6.4 Governing Law
	 	 	17	 
	Section 6.5 Delivery of Prospectus
	 	 	17	 
	Section 6.6 Obtaining of Governmental Approvals
	 	 	17	 
	Section 6.7 Persons Having Rights Under Warrant Agreement
	 	 	17	 
	Section 6.8 Headings
	 	 	18	 
	Section 6.9 Counterparts
	 	 	18	 
	Section 6.10 Inspection of Agreement
	 	 	18	 








-ii-