Guilford Pharmaceuticals to Acquire ProQuest Pharmaceuticals; Guilford to Obtain Exclusive Worldwide Ownership of AQUAVAN(R) Pro

Guilford Pharmaceuticals to Acquire ProQuest Pharmaceuticals;
Guilford to Obtain Exclusive Worldwide Ownership of AQUAVAN(R) Prodrug
Technology 


BALTIMORE, Dec. 2  /PRNewswire-FirstCall/ -- Guilford Pharmaceuticals Inc.
(NASDAQ:GLFD) announced today that it has entered into a definitive merger
agreement with ProQuest Pharmaceuticals, Inc., a privately held
biopharmaceutical company based in Lawrence, Kansas, under which Guilford will
acquire ProQuest for approximately $7.0 million in Guilford common stock.  In
exchange, Guilford will obtain full ownership of the worldwide intellectual
property rights to AQUAVAN(R) Injection, a novel sedative/hypnotic currently in
Phase III clinical testing.

The ProQuest acquisition supersedes a technology license agreement signed
between the two companies in March 2000, under which Guilford obtained
worldwide development and commercialization rights for AQUAVAN(R) in exchange
for upfront equity payments to ProQuest and future milestone and royalty
payments payable upon the commercialization of AQUAVAN(R). Under the terms of
the agreement, which have been approved by the boards of directors of both
companies, shareholders of ProQuest will receive approximately 1.5 million
shares of common stock of Guilford.  The actual number of shares of Guilford
common stock that ProQuest shareholders will receive is based on the average
closing price of Guilford's common stock for the 30-day period prior to two
days before the transaction closes.  The transaction is expected to be
completed later in December 2004, and is intended to qualify as a tax-free
reorganization under applicable tax laws.

"We believe that AQUAVAN(R) has significant commercial potential," remarked
Dean J. Mitchell, newly appointed President and Chief Executive Officer of
Guilford.  "The acquisition of ProQuest therefore represents an important final
step in securing Guilford's rights to this drug on a global basis."  Mitchell
further commented, "We expect initially to seek regulatory approval for
AQUAVAN(R) for procedural sedation in brief diagnostic and therapeutic
procedures, which represents a large and growing market opportunity. In the
United States alone there are currently more than 50 million such procedures
requiring sedation each year, a number which is expected to increase as the
population ages and advancements in medical technology continue to shift a
greater number of procedures into the outpatient setting."

"The Guilford team has done a superb job in the development of AQUAVAN(R),"
commented Osborne S. Wong, Ph.D., President of ProQuest.  "In less than four
years Guilford has taken AQUAVAN(R) from preclinical development into
late-stage clinical testing.  We continue to be impressed by this achievement
and have great confidence in the Company's management team and the potential
commercial success of this product."

About AQUAVAN(R) Injection

AQUAVAN(R) Injection is a novel sedation agent that is a proprietary
water-soluble prodrug of propofol.  AQUAVAN(R) Injection is rapidly converted
by an enzyme in the body called alkaline phosphatase into propofol after
intravenous injection.  AQUAVAN(R) Injection is currently in Phase III clinical
development.

About Guilford

Guilford Pharmaceuticals Inc. is a pharmaceutical company engaged in the
research, development and commercialization of proprietary drugs that target
the hospital and neurology markets.  Presently, Guilford markets two commercial
products, GLIADEL(R) Wafer (polifeprosan 20 with carmustine implant), for the
treatment of certain types of brain tumor in combination with radiation and
surgery, and AGGRASTAT(R) Injection (tirofiban hydrochloride), a glycoprotein
GP IIb/IIIa receptor antagonist, for the treatment of acute coronary syndrome
(ACS). Guilford's product pipeline includes AQUAVAN(R) Injection, an
investigational sedative/anesthetic drug, and drugs for treating peripheral
nerve injury.  For full prescribing information, please visit
http://www.guilfordpharm.com/ under Products / Marketed Products.

This press release contains forward-looking statements that involve risks and
uncertainties, including those described in the section entitled "Risk Factors"
contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on
November 8, 2004, that could cause the Company's actual results and experience
to differ materially from anticipated results and expectations expressed in
these forward-looking statements.  Among other things, there can be no
assurance that the Phase III clinical program for AQUAVAN(R) will be
successful, that the product candidate will receive regulatory approval from
the FDA, or that if the product candidate is approved, the Company will be able
to successfully commercialize the product candidate.

CONTACT:  Stacey Jurchison, Guilford Pharmaceuticals, [phone], . 

DATASOURCE: Guilford Pharmaceuticals Inc.



CONTACT:  Stacey Jurchison, Guilford Pharmaceuticals, [phone],





Web site:  http://www.guilfordpharm.com/ 



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