1 EXHIBIT 10.57 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made as of July 23, 1999, by and between Guilford Pharmaceuticals Inc., a Delaware corporation (the "Company"), and Solomon H. Synder, M.D. (the "Consultant"). WHEREAS, the Company and...Consulting Agreement • August 13th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
EXHIBIT 10.38 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
EXHIBIT 99.1 TERMINATION AGREEMENTTermination Agreement • August 29th, 2000 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
A) 15,000 options vesting 30 days following receipt by the Company in the aggregate cumulative sum of at least $5 million for the development by the Company of a "New Polymer Product" (i.e., a product in the Field, as defined in Section 4(a) below,...Consulting Agreement • December 13th, 1996 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
2 3 heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in...Purchase Agreement • September 14th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
COMMON STOCKUnderwriting Agreement • April 7th, 1997 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
WITNESSETH:Supply Agreement • November 12th, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
AMENDMENT NO. 4 TOConsulting Agreement • August 13th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
1 EXHIBIT 10.50 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT dated as of March 19, 1998 by and between COMDISCO LABORATORY AND SCIENTIFIC GROUP; A DIVISION OF COMDISCO HEALTHCARE GROUP, INC. ("Lessor") and GUILFORD PHARMACEUTICALS INC. ("Lessee"). IN...Master Lease Agreement • May 13th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • March 30th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
TERM NOTETerm Note • May 15th, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
WITNESSETH:Transition Services Agreement • November 12th, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
LOAN AGREEMENTLoan Agreement • March 7th, 1997 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
BACKGROUNDLease Agreement • March 27th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
WITNESSETH:License Agreement • March 30th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
EXHIBIT 10.03D GUILFORD PHARMACEUTICALS INC. DIRECTORS' STOCK OPTION PLAN STOCK OPTION AGREEMENT This Share Option Agreement (the "Share Option Agreement") is made as of the ____ day of ______________, by and between Guilford Pharmaceuticals Inc. (the...Stock Option Agreement • March 31st, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
AMENDMENTOption Agreement • May 13th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
8,000,000 Maryland Economic Development Corporation Taxable Economic Development Revenue Bond (Guilford Pharmaceuticals Inc. Facility), 1994 IssueInsurance Agreement • August 13th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
September 9, 1996 Craig R. Smith, M.D. 6 Blenmont Court Phoenix, Maryland 21131 Dear Craig: Reference is made to your employment letter agreement with the Company effective July 14, 1993 (the "Employment Agreement"). At the August 20, 1996 meeting of...Employment Agreement • November 12th, 1996 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENTVendor Agreement • November 14th, 2000 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Ohio
EXHIBIT 10.2 EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT This EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is dated and effective as of ___________________, 2004, between GUILFORD PHARMACEUTICALS INC., (the "Employer"), and...Executive Change in Control Severance Agreement • November 19th, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
1 EXHIBIT 10.48 ------------- ------------------------------------------------- ------------------------------- PARTICIPATION AGREEMENT Dated as of February 5, 1998Participation Agreement • March 27th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
Exhibit 10.37 * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange...License, Development and Commercialization Agreement • May 15th, 2003 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
1. PARTIES Amgen Inc. ("Amgen"), Guilford Pharmaceuticals Inc. ("Guilford") and GPI NIL Holdings, Inc. ("Holdings"). 2. EQUITY On the Closing Date (as defined below), for $20 MM Amgen will purchase 640,095 shares of Guilford Common Stock and 700,000...Binding Term Sheet • September 4th, 1997 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
BACKGROUNDDistribution Agreement • May 15th, 2002 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 13th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
WITNESSETH:Master Lease Agreement • November 12th, 1996 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
1 EXHIBIT 10.59 CHANGE IN CONTROL SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (the "Agreement") is dated and effective as of August 10, 1999, between Guilford Pharmaceuticals Inc., (the "Employer"), and Denise Battles (the "Employee"), a resident of...Change in Control Severance Agreement • November 15th, 1999 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
RECITALSLoan and Financing Agreement • August 13th, 1998 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
GUILFORD PHARMACEUTICALS INC. and [ ], as Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as ofPreferred Stock Warrant Agreement • May 20th, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
BY AND BETWEENLease Agreement • August 13th, 1997 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
GUILFORD PHARMACEUTICALS INC. 10,000,000 Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • July 1st, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of ___, 2004 [date of final Prospectus Supplement] or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) there are any legal or governmental proceedings pending or threatened against the Company that are required to be disclosed in the Registration Statement or the Prospectus, other than those disclosed therein, or (iii) there are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or referred to therein or so filed; provided that in making the fore
GUILFORD PHARMACEUTICALS INC. and [ ], as Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as ofDebt Securities Warrant Agreement • May 20th, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • New York
SINGLE TENANT ABSOLUTE NET LEASESingle Tenant Absolute Net Lease • December 22nd, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations
This AMENDED AND RESTATED SINGLE TENANT ABSOLUTE NET LEASE (“Lease”) is made as of December 17, 2004 (“Effective Date”), BETWEEN Guilford Real Estate Trust 1998-1, a common law trust (“Landlord”), and Guilford Pharmaceuticals Inc., a Delaware corporation (“Tenant”), who agree as follows:
DISTRIBUTION AGREEMENTDistribution Agreement • April 9th, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Wholesale Distribution Agreement (this “Agreement”) is made as of this 27th day of September 2001, between Guilford Pharmaceuticals Inc., a Delaware corporation (“GPI’) and National Specialty Services, Inc., a Tennessee corporation (“Wholesale Specialty Distributor”).
