MGI GP, Inc. Watch

from SC 13G/A 1 page Exhibit I Joint Filing Agreement This Will Confirm the Agreement by and Among the Undersigned That the Schedule 13g/a Filed With the Securities and Exchange Commission on or About the Date Hereof With Respect to the Beneficial Ownership by the Undersigned of the Common Stock of Guilford Pharmaceuticals Inc. Is Being Filed, and All Amendments Thereto Will Be Filed, on Behalf of Each of the Persons and Entities Named Below in Accordance With Rule 13d-1(k) Under the Securities Exchange Act of 1934, as Amended. This Agreement May Be Executed in Two or More Counterparts, Each of Which Shall Be Deemed an Original, but All of Which Together Shall Constitute One and the Same Instrument. Dated: February 11, 2005 Smithfield Fiduciary LLC By: /S/ Howard Feitelberg Howard Feitelberg, Director Highbridge International LLC By: /S/ Howard Feitelberg Howard Feitelberg, Director Highbridge Capital Corporation By: /S/ Howard Feitelberg Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /S/ Ronald S. Resnick Ronald S. Resnick, Managing Partner /S/ Glenn Dubin - Glenn Dubin /S/ Henry Swieca - Henry Swieca

from 8-K 48 pages Guilford Pharmaceuticals Inc. 10,000,000 Shares Common Stock ($0.01 Par Value Per Share) Underwriting Agreement

from SC 13G 1 page Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(k) (1) (III) Under the Securities Exchange Act of 1934, as Amended, the Persons Named Below Agree to the Joint Filing on Behalf of Each of Them of a Statement on Schedule 13g Filed on December 19, 2003 (Including Amendments Thereto) With Respect to the Common Stock of Guilford Pharmaceuticals Inc. This Joint Filing Agreement Shall Be Filed as an Exhibit to Such Statement. Dated: December 19, 2003 Smithfield Fiduciary LLC By: /S/ Howard Feitelberg Howard Feitelberg, Director Highbridge International LLC By: /S/ Howard Feitelberg Howard Feitelberg, Director Highbridge Capital Corporation By: /S/ Howard Feitelberg Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /S/ Ronald S. Resnick Ronald S. Resnick, Managing Director

from 8-K ~1 page January 16, 2001 Mr. Joseph A. Smith Managing Director Ladenburg Thalmann & Co. Inc. 590 Madison Avenue New York, New York 10022 Re: Placement and Clearance of Guilford Pharmaceuticals Inc. Common Stock Dear Joe

from 8-K ~5 pages January 12, 2001 Mr. Scott R. Cousino Managing Director Legg Mason Wood Walker, Inc. 100 Light Street Baltimore, Maryland 21202 Re: Placement and Clearance of Guilford Pharmaceuticals Inc. Common Stock Dear Scott

from 8-K ~1 page Exhibit 1.1 January 5, 2001

from 8-K 1 page If Any Such Purchaser Delivers to US on or Before December 12, 2000 a Signed Stock Purchase Agreement Substantially in the Form We Have Forwarded to You, Committing to Purchase 150,000 Shares of Our Common Stock Under Our Shelf Registration at $20 Per Share, We Will Pay You a Placement Fee of $37,500 Upon the Closing of Any Such Transaction. You Agree That We Will Have No Further Obligation to Pay You in Connection With Said Transaction. You Agree to Deliver a Copy of the Prospectus With Respect to This Offering, Which Has Previously Been Delivered to You, to the Purchaser Prior to or Simultaneously With the Stock Purchase Agreement. This Letter Agreement Is Limited to This Transaction, and Any Other Transactions Between US Will Be Subject to Other Written Agreements. Sincerely, Guilford Pharmaceuticals Inc. By: /S/ Andrew R. Jordan Name: Andrew R. Jordan Title: Senior Vice President & Chief Financial Officer Ladenburg Thalmann & Co. Inc. December 11, 2000 Page 2 Accepted and Agreed to as of This 11 Day of December 2000 Ladenburg Thalmann & Co. Inc. By: /S/ Joseph A. Smith Name: Joseph A. Smith Title: Managing Director

from S-3/A ~20 pages Form of Underwriting Agreement