e8vkza

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

February 27, 2004
(Amending report originally dated November 12, 2003
and amended January 12, 2004)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

On November 12, 2003, the Company filed a current report on Form 8-K (the “Original Report”) regarding its October 28, 2003, acquisition of the rights to AGGRASTAT® Injection (“AGGRASTAT®”), from Merck and Co., Inc., in the United States and its territories and possessions which include Puerto Rico, the U.S. Virgin Islands and Guam. On January 12, 2004, the Company filed a report on Form 8-K/A (the “First Amendment”) to amend and supplement Item 7 of the Original Report to include certain financial information required by Items 7(a) and (b) of Form 8-K. The Company is filing this report amending Item 7(b) of Form 8-K/A to eliminate the liability for the net present value of royalties owed to Merck and Co., Inc. on future sales of AGGRASTAT® and associated interest expense contained in the pro forma financial information.


(b)		Pro forma financial information, as amended

		Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2003 of Guilford Pharmaceuticals Inc.

		Unaudited Pro Forma Condensed Statement of Operations for the Nine Months Ended September 30, 2003 of Guilford Pharmaceuticals Inc.

		Unaudited Pro Forma Condensed Statement of Operations for the Year Ended December 31, 2002 of Guilford Pharmaceuticals Inc.

(c)		Exhibits

		23.01 Consent of Eisner LLP

The following unaudited pro forma condensed statements of operations for the nine months ended September 30, 2003 and for the year ended December 31, 2002, give the effect to the acquisition of AGGRASTAT® Injection (“AGGRASTAT®”) product rights as if such acquisition had occurred at the beginning of the respective periods. The following unaudited pro forma condensed balance sheet as of September 30, 2003, gives effect to the AGGRASTAT® product rights acquisition as if it had occurred on September 30, 2003.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. The pro forma adjustments were applied to the respective historical financial statements to reflect and account for the acquisition using the purchase method of accounting. The pro forma statement of operations excludes material non-recurring charges of $8.1 million related to acquired in-process research and development. The pro forma financial information is not necessarily indicative of the operating results or financial position that would have been achieved had the acquisition been consummated on the dates indicated and should not be construed as representative of future operating results or financial position. Specifically, Guilford Pharmaceuticals Inc. (“the Company”) expects to incur additional selling expenses related to its promotional efforts for the acquisition on an ongoing basis, in addition to up-front costs expected to be incurred related to the initial launch of this product. The purchase price was allocated to intangible assets acquired based on their respective fair values as determined in a valuation study performed by a third party and management’s evaluation of the assets and liabilities. The purchase price allocation among the intangible assets acquired and the assignment of lives of these intangible assets are subject to change based upon further evaluation.

The unaudited pro forma condensed financial statements should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes thereto, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and the Quarterly Report on form 10-Q for the quarter ended September 30, 2003.

Unaudited Pro Forma Condensed Balance Sheet
As of September 30, 2003
(in thousands)




				Guilford			Pro Forma
				Pharmaceuticals Inc.			Adjustments			Pro Forma

		ASSETS

Current assets:
	Cash, cash equivalents and investments, net				$	110,834	$	(45,990	) (a)	$	64,844
	Accounts receivable, net					771		—			771
	Inventories, net					2,166		—			2,166
	Prepaid expenses and other current assets					2,154		—			2,154

			Total current assets			115,925		(45,990	)		69,935
Investments – restricted						22,021		—			22,021
Property and equipment, net						23,216		—			23,216
Intangible assets and other assets, net						10,514		79,896	(b)		90,410

					$	171,676	$	33,906		$	205,582

		LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable				$	4,947	$	—		$	4,947
	Current portion of long-term debt					3,651		—			3,651
	Accrued expenses and other current liabilities					8,081		—			8,081

	Total current liabilities					16,679		—			16,679
Long-term debt, net of current portion						89,352		—			89,352
Other liabilities						1,386		—			1,386
Revenue interest obligation						—		40,774	(c)		40,774

			Total liabilities			107,417		40,774			148,191

			Stockholders’ equity			64,259		(6,868	) (d)		57,391

					$	171,676	$	33,906		$	205,582

The accompanying notes are an integral part of this unaudited pro forma condensed balance sheet.

Unaudited Pro Forma Condensed Statement of Operations
For the Nine Months Ended September 30, 2003
(in thousands, except per share data)


			Guilford			Aggrastat		Pro Forma
			Pharmaceuticals Inc.			Product Line		Adjustments			Pro Forma

Revenues:
	Net product sales		$	13,708		$	18,392		—		$	32,100
	Revenues from license fees and milestones			5,777			—		—			5,777

		Total revenues		19,485			18,392		—			37,877
Costs and Expenses:
	Cost of sales			2,899			857		—			3,756
	Research and development			24,253			—		—			24,253
	Selling, general and administrative			22,250			142		—			22,392
	Intangible amortization			630			—		4,509	(e)		5,139

		Total costs and expenses		50,032			999		4,509			55,540

Operating income (loss)				(30,547	)		17,393		(4,509	)		(17,663	)
Other income (expense):
	Investment income			2,361			—		—			2,361
	Revenue interest expense			—			—		(7,126	)(f)		(7,126	)
	Interest expense			(1,643	)		—		—			(1,643	)

Net income (loss)			$	(29,829	)	$	17,393	$	(11,635	)	$	(24,071	)

Basic and diluted loss per common share:			$	(1.01	)		—		—		$	(0.81	)

Weighted-average shares outstanding to compute basic and diluted loss per share				29,541			—		—	(g)		29,541

The above unaudited pro forma condensed statement of operations excludes the impact of non-recurring charges of $8.1 million for Acquired in-process research and development.

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

Unaudited Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 2002
(in thousands, except per share data)


			Guilford			Aggrastat		Pro Forma
			Pharmaceuticals Inc.			Product Line		Adjustments					Pro Forma

Revenues:
	Net product sales		$	14,538		$	54,764	$	—				$	69,302
	Revenues from license fees and milestones			127			—		—					127

		Total revenues		14,665			54,764		—					69,429
Costs and Expenses:
	Cost of sales			2,836			2,133		—					4,969
	Research and development			46,103			—		—					46,103
	Selling, general and administrative			29,005			16,636		—					45,641
	Intangible amortization			840			—		6,012		(e	)		6,852

		Total costs and expenses		78,784			18,769		6,012					103,565

Operating income (loss)				(64,119	)		35,995		(6,012	)				(34,136	)
Other income (expense):
	Investment income			5,350			—		—					5,350
	Revenue interest expense			—			—		(9,501	)	(f	)		(9,501	)
	Interest expense			(501	)		—		—					(501	)

Net income (loss)			$	(59,270	)	$	35,995	$	(15,513	)			$	(38,788	)

Basic and diluted loss per common share:			$	(1.99	)		—		—				$	(1.30	)

Weighted-average shares outstanding to compute basic and diluted loss per share				29,805			—		—		(g	)		29,805

The above unaudited pro forma condensed statement of operations excludes the impact of non-recurring charges of $8.1 million for Acquired in-process research and development.

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

Notes to Unaudited Pro Forma Condensed Balance Sheet and Statements of Operations


Cash consideration, including $42.0 million received from a revenue
interest financing arrangement entered into with Paul Royalty Fund, L.P.
and certain of its affiliated entities, collectively known as “PRF”	$	84.0
Estimated transaction fees		2.2

	$	86.2

The allocation of the purchase price of the AGGRASTAT® Injection (“AGGRASTAT®”) acquisition is as follows:

At the date of acquisition, the development of AGGRASTAT® for use in Percutaneous Coronary Intervention (“PCI”) was not complete, had not reached technological feasibility and had no known alternative future uses. Consequently, there is considerable uncertainty as to the technological feasibility of the product for this indication at the date of acquisition. The Company does not foresee any alternative future benefit from the acquired research and development other than specifically related to the PCI indication under development. Significant technological and regulatory approval risk are associated with the development of the product for a PCI indication. Achieving such an indication will require significant amounts of future time, effort, and substantial development costs, which will be incurred by the Company. The efforts required to develop the acquired research and development into commercially viable products include the completion of the clinical-trial testing, regulatory approval and commercialization. The principal risks relating to achieving the indication under development are the outcomes of clinical studies and regulatory filings. Since pharmaceutical products cannot be marketed without regulatory approvals, the Company will not receive any benefits unless regulatory approval is obtained. Accordingly, the portion of the purchase price related to these products under development was allocated to acquired in-process research and development and was expensed at the date of acquisition.

(a)

Represents Guilford’s use of $42.0 million cash to finance the acquisition of the AGGRASTAT® product rights as well as approximately $4.0 million of costs related to the PRF financing of approximately $1.8 million and acquisition costs of $2.2 million noted above.

(b)

Represents the intangible assets acquired as part of the AGGRASTAT® acquisition ($78.1 million) plus deferred financing costs associated with the PRF revenue interest obligation ($1.8 million).

(c)

Represents the revenue interest sold to PRF ($42.0 million) net of the value allocated to the five year warrants to purchase 300,000 shares of the Company’s common stock at $9.15 per share. The allocation was determined based upon the relative fair values of the two financial instruments at the time of issuance. While the Company has minimum payments within one year of the balance sheet presented, the accretion of interest will exceed such payments and the revenue interest will increase during the earlier years of the relationship.

Notes to Unaudited Pro Forma Condensed Balance Sheet and Statements of Operations


(d)		Represents the write-off of acquired in-process research and development ($8.1 million) net of the allocated value assigned to the warrants ($1.2 million) included as part of the PRF revenue interest obligation transaction.

(e)		Represents the amortization of intangible assets acquired in connection with the acquisition based on the preliminary purchase price allocation over their estimated useful lives.


						For the nine months ended		For the year ended
		Fair Value of				September 30, 2003		December 31, 2002
Intangible		Intangibles		Estimated Life		Amortization		Amortization

				(in years)		(dollars in millions)
Patents (1)		$	53.4		13	$	3.1	$	4.1
Trademarks (2)			9.7		13		0.6		0.8
Customer contracts and related relationships (2)			14.7		13		0.8		1.1
Other			0.3		11		0.0		0.0

	Total	$	78.1			$	4.5	$	6.0

(2)

The expected lives of the intangible assets relate to the lives of the patents, and therefore have a consistent estimated life.

(f)

Represents effective interest expense related to the PRF revenue interest obligation and amortization of deferred financing costs associated with the acquisition.

(g)

The transaction was financed by cash, the long-term revenue interest obligation and associated warrants. As no common stock was issued and the Company has a pro forma loss, there is no pro forma impact on the weighted average shares outstanding or loss per share.

Certain prior year amounts of Guilford Pharmaceuticals Inc. have been reclassified to conform with the current year presentation.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Delaware	0-23736	52-1841960

(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)


6611 Tributary Street
Baltimore, Maryland		21224

(Address of principal executive offices)		(Zip Code)


		GUILFORD PHARMACEUTICALS INC.

Dated:	February 27, 2004	By:	/s/ Andrew R. Jordan

			Andrew R. Jordan Executive Vice President, Chief Financial Officer and Treasurer


Exhibit
Number		Exhibit Description

23.01		Consent of Eisner LLP


Intangible assets	$	78.1
Acquired in-process research and development		8.1

	$	86.2