0000950133-05-003150 Sample Contracts

Amendment No. 2 to Rights Agreement
Rights Agreement • July 22nd, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT (this “Amendment”), dated as of July 20, 2005, between Guilford Pharmaceuticals Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 20, 2005 BY AND AMONG MGI PHARMA, INC., GRANITE ACQUISITION, INC. AND GUILFORD PHARMACEUTICALS, INC.
Merger Agreement • July 22nd, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2005, is by and among MGI PHARMA, INC., a Minnesota corporation (“Parent”), Granite Acquisition, Inc., a corporation organized under the laws of the State of Delaware and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Guilford Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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