0000950133-04-004156 Sample Contracts

GUILFORD PHARMACEUTICALS INC. 2002 STOCK AWARD AND INCENTIVE PLAN DIRECTOR STOCK UNIT AGREEMENT
Director Stock Unit Agreement • November 9th, 2004 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations

Guilford Pharmaceuticals Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this Agreement and in the Guilford Pharmaceuticals Inc. 2002 Stock Award and Incentive Plan (the “Plan”).

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