GUILFORD PHARMACEUTICALS INC
FORM OF STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.01G
<SEQUENCE>6
<FILENAME>w84502exv10w01g.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.01G


                         GUILFORD PHARMACEUTICALS INC.
              1993 EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN
                      NON-INCENTIVE SHARE OPTION AGREEMENT

       This Share Option Agreement (the "Share Option Agreement") is made as of
the 20TH day of FEBRUARY 2002 by and between GUILFORD PHARMACEUTICALS INC. (the
"Company") and <<FIRST_NAME>> <<MI>> <<LAST_NAME>>, an employee of the Company
or its subsidiaries (the "Optionee").

       WHEREAS, the Board of Directors of the Company has duly adopted the 1993
Employee Share Option and Restricted Share Plan, as amended (the "Plan"),
subject to approval by the stockholders of the Company 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), and to the approval of
additional authorized Shares under the Plan by the stockholders of the Company
if required by the Plan, 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, <<OPTIONS>> 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 20, 2002, 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 Option Agreement is $8.81 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.


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<PAGE>

3.     EXERCISE OF OPTION.

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


       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 the Option (the "Anniversary
Date"), 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. Thereafter, the Option shall be exercisable in respect of an
additional one-forty eighth (1/48th) of the Shares specified in Section 1 above,
per month, each month following the Anniversary Date. 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 and
3.5. 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 or 3.5, 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 Subsection 3.6 of this Section.


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<PAGE>

       3.5    DISABILITY.

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

       3.6    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 or 3.5.

       3.7    LIMITATIONS ON EXERCISE OF OPTION.

       Notwithstanding the foregoing Subsections of this Section, the Option may
be exercised, in whole or in part, only to the extent additional authorized
Shares under the Plan are not required to be approved under the Plan by the
stockholders of the Company, 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.

       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


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<PAGE>

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.

       4.3    AMENDMENT OF CERTAIN TERMS IN CERTAIN PRIOR AGREEMENTS BETWEEN THE
              PARTIES

       Section 4.2 of any and all other Share Option Agreements (as such may
have been previously amended) and Section 6.2 of any and all Restricted Share
Agreements (as such may have been previously amended) between the parties hereto
are hereby replaced in their entirety with the provisions set forth above in
Section 4.2 of this Agreement.

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 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


                                      -4-
<PAGE>

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 Share Option 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 Share Option 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 Peat
Marwick 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 of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm


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<PAGE>

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 an after-tax basis, from any Excise Tax or income
       tax (including interest or penalties with

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<PAGE>
        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-
<PAGE>

7.     TRANSFERABILITY OF OPTIONS.

       7.1    GENERAL.

              Except as provided in Section 7.2 below, (a) 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 and (b) 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.

       7.2    FAMILY TRANSFERS.

              Optionee may transfer this Option to (i) the spouse, children or
grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer and (y)
subsequent transfers of this Option are prohibited except those in accordance
with this Section 7.2 or by will or the laws of descent and distribution.
Following transfer, this Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that
for purposes of this Option the term "Optionee" shall be deemed to refer the
transferee. The events of termination of employment set forth in Section 3 above
shall continue to be applied with respect to the original Optionee, following
which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified in Section 3.

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
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


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<PAGE>

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 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.


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<PAGE>

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.


                                      -10-
<PAGE>

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 Option 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 Option 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 Option 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 Option Agreement and by
applicable law relating to assignment and transfer of this Option Agreement and
the option provided for herein, this Option 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


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<PAGE>

attention of the Committee, 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.

17.    ENTIRE AGREEMENT.

       This Option 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 Option 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]


                                      -12-
<PAGE>

       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.


                                   GUILFORD PHARMACEUTICALS INC.

                                        By: {SIGNTURE1}
                                           ------------------------------------
                                           Craig R. Smith, M.D.
                                           Chairman and Chief Executive Officer

ATTEST:   {SIGNTURE2}
         ----------------------------------------
          Nancy J. Linck, Ph.D., J.D.
          Senior Vice President, General Counsel
          and Secretary


                                   OPTIONEE:


                                   -----------------------------------------
                                   <<First_Name>><<MI><<Last_Name>>


                                   ADDRESS OF OPTIONEE:


                                   -----------------------------------------
                                   <<Address_Line_1_>><<Address_Line_2>>
                                   -----------------------------------------
                                   <<City>>,<<State>><<Zipcode>>
                                   -----------------------------------------


</TEXT>
</DOCUMENT>
