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
