Optionee ("Immediate Family Members"), (ii) a trust or trusts


                                                                  EXHIBIT 10.01D

                         GUILFORD PHARMACEUTICALS INC.

         This Amendment to the Guilford Pharmaceuticals, Inc. 1993 Employee
Share Option and Restricted Share Plan (this "Amendment") is made as of
February 18, 1997 by Guilford Pharmaceuticals Inc. (the "Corporation").

         SECTION 14 of the Plan is hereby amended and restated to read as

                 "14.1  General.  Except as provided in Section 14.2, during
                 the lifetime of an Optionee, only such Optionee or grantee
                 (or, in the event of legal incapacity or incompetency, the
                 guardian or legal representative of the Optionee or grantee)
                 may exercise the Option.  No Restricted Shares shall be
                 assignable or transferable, other than by will or the laws of
                 descent and distribution, before the satisfaction of
                 applicable performance and service requirements with respect
                 to such Shares, as set forth in the applicable Restricted
                 Share Agreement.

                 "14.2  Family Transfers.  The Committee may, in its
                 discretion, authorize all or a portion of the Options granted
                 to an Optionee to be on terms which permit transfer by such
                 Optionee to (i) the spouse, children or grandchildren of the
                 Optionee ("Immediate Family Members"), (ii) a trust or trusts
                 for the exclusive benefit of such Immediate Family Members, or
                 (iii) a partnership in which such Immediate Family members are
                 the only partners, provided that (x) there may be no
                 consideration for any such transfer, (y) the Stock Option
                 Agreement pursuant to which such Options are granted must be
                 approved by the Committee, and must expressly provide for
                 transferability in a manner consistent with this Section, and
                 (z) subsequent transfers of transferred Options shall be
                 prohibited except those in accordance with Section 14.2 or by
                 will or the laws of descent and distribution.  Following
                 transfer, any such Options shall continue to be subject to the
                 same terms and conditions as were applicable immediately prior
                 to transfer, provided that for purposes of Sections 12.7
                 hereof the term "Optionee" shall be deemed to refer the
                 transferee.  The events of termination of employment of
                 Section 12 hereof shall continue to be applied with respect to
                 the original Optionee, following which the Options shall be
                 exercisable by the transferee only to the extent, and for the
                 periods specified in Section 12." 

Basic Info X:

Name: Optionee ("Immediate Family Members"), (ii) a trust or trusts
Type: trust
Date: March 7, 1997
State: Delaware

Other info:


  • February 18 , 1997


  • Guilford Pharmaceuticals , Inc.
  • Guilford Pharmaceuticals Inc.


  • Optionee