0000950133-05-003150 Sample Contracts

Amendment No. 2 to Rights Agreement

Rights Agreement • July 22nd, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Rights Agreement
• Filed
  July 22nd, 2005
• Company
  Guilford Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 20, 2005 BY AND AMONG MGI PHARMA, INC., GRANITE ACQUISITION, INC. AND GUILFORD PHARMACEUTICALS, INC.

Agreement and Plan of Merger • July 22nd, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 22nd, 2005
• Company
  Guilford Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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”).