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                                                                   EXHIBIT 10.55

                                GENE LOGIC, INC.

                            EXECUTIVE SEVERANCE PLAN


               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 2001

SECTION 1.      INTRODUCTION.

        (a)     GENERAL. The Gene Logic, Inc. Executive Severance Plan (the
"Plan") was approved by the Board of Directors of Gene Logic Inc. on March 19,
1999 and amended and restated in its entirety effective February 23, 2001 to
read as provided herein. The purpose of the Plan is to encourage eligible
employees of the Company to continue as employees of the Company in the event of
a Change of Control (as defined herein) and to provide for the payment of
severance benefits to such employees in the event their employment with the
Company is terminated, as provided herein, within a specified period preceding
or following a Change of Control. Except as otherwise stated herein, this Plan
shall supersede both any severance benefit plan, policy or practice previously
maintained by the Company and any employment agreement entered into by the
Company with an individual employee, but only to the extent that such plan,
policy, practice or individual employment agreement addressed the provision of
severance benefits under circumstances covered by the Plan. Notwithstanding the
foregoing, this Plan shall not limit or restrict in any way the provisions of
the Gene Logic Inc. Equity Incentive Plan, as amended (the "Equity Incentive
Plan"), including but not limited to the provisions of that section entitled
"Adjustments upon Changes in Stock," and any provisions of the Plan relating to
the treatment of stock awards issued under the Equity Incentive Plan shall be
construed only to provide additional benefits to Eligible Employees holding one
or more stock awards granted under the Equity Incentive Plan. This Plan document
is also the Summary Plan Description for the Plan.

        (b)     ERISA. The Plan is intended to be an unfunded employee welfare
plan under the Employee Retirement Income Security Act of 1974, as amended,
("ERISA") for the purposes of providing benefits for a select group of
management or highly compensated employees.

SECTION 2.      ELIGIBILITY FOR BENEFITS.

        (a)     ELIGIBLE EMPLOYEES. "Eligible Employees" are the following: (i)
Chief Executive Officer, President, Chief Operating Officer and all senior vice
presidents of the Company, (ii) selected employees who hold the title vice
president, "director" or "senior director" with the Company and are designated
by the Compensation Committee of the Board of Directors (the "Compensation
Committee"), in its sole and absolute discretion, as eligible to receive
benefits under the Plan, which designation shall be reflected in writing on
Exhibit A(1) signed by the Chairman of the Compensation Committee, and (iii) the
Chairman of the Board of Directors of the Company solely in his or her capacity,
and only with reference to Pay, bonus, stock options and other benefits
received, as an employee of the Company. No other employees of or consultants to
the Company shall be eligible to receive benefits under the Plan.

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        (b)     ELIGIBILITY FOR BENEFITS UNDER THE PLAN. An Eligible Employee
shall be eligible for benefits under the Plan if such Eligible Employee's
employment with the Company terminates due to an Involuntary Termination Without
Cause or a Constructive Termination, in either case on or within three (3)
months prior to, upon the occurrence of, or on or within thirteen (13) months
following, the effective date of a Change of Control. In addition, an Eligible
Employee shall be eligible for benefits under the Plan if such Eligible
Employee's employment with the Company terminates due to death or Disability on
or within thirteen (13) months following the effective date of a Change of
Control. Notwithstanding anything herein to the contrary, as to Eligible
Employees who remain in the employment of the Company on the date of a Change of
Control, or whose employment was terminated within three (3) months beforehand
due to Involuntary Termination Without Cause or Constructive Termination, (i)
stock options, if any, that were previously granted to the Eligible Employee
under the Company's discretionary stock plans, including, without limitation,
the Gene Logic Inc. 1997 Equity Incentive Plan, shall become 100% fully vested
on the date of the Change of Control (although the term of such options shall
not be extended), and (ii) the Company's repurchase option with respect to any
unvested option shares that were acquired on or before the Change of Control
will expire in full. Except as provided in the immediate preceding sentence, an
employee who otherwise is an Eligible Employee will not receive benefits under
the Plan if the Eligible Employee's employment with the Company is terminated
due to any reason other than Involuntary Termination Without Cause, Constructive
Termination, death or Disability.

        (c)     ACKNOWLEDGEMENT AND ACCEPTANCE; WAIVER AND RELEASE. In order to
be eligible to receive benefits under the Plan, an Eligible Employee must
execute the form of Acknowledgement and Acceptance of Plan Benefits in the form
attached hereto as Exhibit A(2) and must execute a general waiver and release in
the form attached hereto as Exhibits B and Exhibit C, as appropriate.

SECTION 3.      BENEFITS.

        (a)     CASH SEVERANCE PAYMENT. Eligible Employees who become eligible
for benefits under the Plan pursuant to Section 2 hereof will receive the cash
severance benefit described in paragraph (i) or (ii) below, as appropriate:

                (i).    If an Eligible Employee terminates employment with the
Company due to an Involuntary Termination Without Cause or a Constructive
Termination within the time frames of a Change of Control specified in Section
2(b), the cash severance benefit payable under this Plan shall be a lump sum
payment equal to twelve (12) months of Pay and an amount equal to the annual
maximum bonus award that the Eligible Employee is eligible to receive as of the
Termination Date. If an Eligible Employee's bonus is calculated on a monthly or
quarterly basis, the maximum bonus award for these purposes shall be the amount
derived by annualizing the maximum monthly or quarterly payment. Any bonus
payments that have been made to an Eligible Employee during the calendar year
that includes the Termination Date (excluding payments that were earned in past
years) will reduce the amount of the maximum annual bonus award herein.

                (ii).   If an Eligible Employee terminates due to death or
Disability within the time frames of a Change of Control specified in Section
2(b), the cash severance benefit payable

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under this Plan shall be a lump sum payment equal to six (6) months of Pay and
an amount equal to the annual maximum bonus award that the Eligible Employee is
eligible to receive as of the Termination Date. If an Eligible Employee's bonus
is calculated on a monthly or quarterly basis, the maximum bonus award for these
purposes shall be the amount derived by annualizing the maximum monthly or
quarterly payment. Any bonus payments that have been made to an Eligible
Employee during the calendar year that includes the Termination Date (excluding
payments that were earned in past years) will reduce the amount of the maximum
annual bonus award herein.

        (b)     STOCK OPTIONS. Notwithstanding anything herein to the contrary,
as to Eligible Employees who remain in the employment of the Company on the date
of a Change of Control, or whose employment was terminated within three (3)
months beforehand due to Involuntary Termination Without Cause or Constructive
Termination, (i) stock options, if any, that were previously granted to the
Eligible Employee under the Company's discretionary stock plans, including,
without limitation, the Gene Logic Inc. 1997 Equity Incentive Plan, shall become
100% fully vested on the date of the Change of Control (although the term of
such options shall not be extended), and (ii) the Company's repurchase option
with respect to any unvested option shares that were acquired on or before the
Change of Control will expire in full.

        (c)     COBRA CONTINUATION.

                (i)     Each Eligible Employee who is enrolled in a group health
plan sponsored by the Company may be eligible to continue coverage under such
group health plan under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") at the time of the Eligible Employee's termination of employment.
The Company will notify the individual of any such right to continue health
coverage at the time of termination.

                (ii)    Each Eligible Employee who terminates employment with
the Company due to Involuntary Termination Without Cause, Constructive
Termination, death or Disability within the time frames of a Change of Control
specified in Section 2(b) will be entitled to the following COBRA premium
payments. The Company will pay the Eligible Employee's COBRA premiums during the
Severance Period. The Company will pay the COBRA premiums for the Eligible
Employee's dependents during the Severance Period if, and only to the extent
that, such dependents were enrolled in a group health plan sponsored by the
Company prior to the Eligible Employee's Termination Date and some or all of
such dependents' premiums under such plan were paid by the Company prior to the
Eligible Employee's Termination Date. No provision of this Plan will affect the
continuation coverage rules under COBRA, except that the Company's payment of
any applicable premiums during the Severance Period will be credited as payment
by the Eligible Employee for purposes of the Eligible Employee's payment
required under COBRA. Therefore, the period during which an Eligible Employee
must elect to continue the Company's group health coverage at his or her own
expense under COBRA, the length of time during which COBRA coverage will be made
available to the Eligible Employee, and all other rights and obligations of the
Eligible Employee under COBRA (except the obligation to pay premiums that the
Company pays during the Severance Period) will be applied in the same manner
that such rules would apply in the absence of this Plan. At the conclusion of
the Severance Period the Eligible Employee will be responsible for the entire
payment of premiums required under COBRA for the duration of the COBRA period,
if any.

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        (d)     OUTPLACEMENT BENEFITS. Each Eligible Employee will receive
outplacement services through a vendor of the Company's choice following the
Eligible Employee's Involuntary Termination Without Cause or Constructive
Termination within the time frames of a Change of Control specified in
Section 2(b). Payment for such outplacement services shall be made directly to
the service provider, and the Company shall not be obligated to make any
payments to the Eligible Employee regardless of whether he or she utilizes such
outplacement services and what the cost of any such outplacement services are.
The total cost to the Company of such outplacement services on an Eligible
Employee's behalf shall not exceed the going rate for such services at that
time.

SECTION 4.      LIMITATIONS ON BENEFITS.

        (a)     PARACHUTE PAYMENTS.

                (i)     If any payment or benefit an Eligible Employee would
receive under this Plan ("Payment"), when combined with any other payment or
benefit such Eligible Employee receives which is treated as contingent on the
occurrence of a change in ownership of the Company within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder, ("Payment") would (i) constitute a
"parachute payment" within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then such Payment shall be either (x) the full amount
of such Payment or (y) such lesser amount (with cash payments being reduced
before stock option compensation) as would result in no portion of the Payment
being subject to the Excise Tax, whichever of the foregoing amounts, taking into
account applicable federal, state and local employment taxes, income taxes, the
Excise Tax, and any other applicable taxes, results in the Eligible Employee's
receipt, on an after-tax basis, of the greater portion of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax.

                (ii)    Unless the Company and Eligible Employee otherwise agree
in writing, any determination required under this subsection shall be made in
writing by the Company's independent public accountants (the "Accountants"),
whose determination shall be conclusive and binding upon the Eligible Employee
and the Company for all purposes. For purposes of making the calculations
required by this subsection, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and Eligible Employee shall furnish to the Accountants
such information and documents as the Accountants may reasonably request in
order to make a determination under this subsection. The Company shall bear all
costs the Accountants may reasonably incur in connection with any calculations
contemplated by this subsection.

                (iii)   If, notwithstanding any reduction described in this
subsection, the IRS determines that the Eligible Employee is liable for the
Excise Tax as a result of the receipt of the payment of benefits as described
above, then the Eligible Employee shall be obligated to pay back to the Company,
within thirty (30) days after a final IRS determination or in the event that the
Eligible Employee challenges the final IRS determination, a final judicial
determination, a portion of the payment equal to the "Repayment Amount." The
Repayment Amount with

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respect to the payment of benefits shall be the smallest such amount, if any, as
shall be required to be paid to the Company so that the Eligible Employee's net
after-tax proceeds with respect to any payment of benefits (after taking into
account the payment of the Excise Tax and all other applicable taxes imposed on
such payment) shall be maximized. The Repayment Amount with respect to the
payment of benefits shall be zero if a Repayment Amount of more than zero would
not result in the Eligible Employee's net after-tax proceeds with respect to the
payment of such benefits being maximized. If the Excise Tax is not eliminated
pursuant to this paragraph, the Eligible Employee shall pay the Excise Tax.

                (iv)    Notwithstanding any other provision of this
Subsection 4(a), if (A) there is a reduction in the payment of benefits as
described in this subsection, (B) the IRS later determines that the Eligible
Employee is liable for the Excise Tax, the payment of which would result in the
maximization of the Eligible Employee's net after-tax proceeds (calculated as if
the Eligible Employee's benefits had not previously been reduced), and (C) the
Eligible Employee pays the Excise Tax, then the Company shall pay to the
Eligible Employee those benefits which were reduced pursuant to this subsection
contemporaneously or as soon as administratively possible after the Eligible
Employee pays the Excise Tax so that the Eligible Employee's net after-tax
proceeds with respect to the payment of benefits is maximized.

                (v)     If the Eligible Employee either (1) brings any action to
enforce rights pursuant to this subsection 4(a), or (2) defends any legal
challenge to his or her rights hereunder, the Eligible Employee shall be
entitled to recover attorneys' fees and costs incurred in connection with such
action, regardless of the outcome of such action; provided, however, that in the
event such action is commenced by the Eligible Employee, the court finds the
claim was brought in good faith.

        (b)     DUPLICATION OF BENEFITS. Notwithstanding any other provision of
the Plan to the contrary, any benefits payable to an Eligible Employee under
this Plan shall be in lieu of any severance benefits payable by the Company to
such individual under any other arrangement covering the individual, unless
expressly otherwise agreed to by the Company in writing. In the event that any
severance benefits under any other arrangement covering an Eligible Employee
become payable to such individual prior to the time that the Company's liability
to pay any severance benefits under the Plan pursuant to Subsection 5(a)(i)
below becomes certain, then payment of the benefits under such other arrangement
shall be in lieu of any and all severance benefits payable under the Plan,
unless such other benefits are repaid to the Company in full by such individual
prior to the occurrence of a Change of Control, in which case the Company shall
provide the severance benefits payable under the Plan to such Eligible Employee.

        (c)     NON-HEALTH EMPLOYEE BENEFITS. All non-health benefits (such as
life insurance and disability coverage) shall terminate as of the employee's
Termination Date or as otherwise provided under the terms of the policy or
agreement setting forth the terms of such benefits (except to the extent that
any conversion privilege, at the Eligible Employee's expense, is available
thereunder).

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SECTION 5.      TIME OF PAYMENT AND FORM OF BENEFIT; INDEBTEDNESS.

        (a)     Cash benefits under this Plan as described under Section 3(a)
(less applicable tax withholdings) shall be paid in a lump sum to the Eligible
Employee or his or her assignee according to the following schedule:

                (i)     if an Eligible Employee's employment terminates either
(A) on or within three (3) months prior to the effective date of a Change of
Control or (B) upon the occurrence of a Change of Control, in either case due to
an Involuntary Termination Without Cause or a Constructive Termination, the
benefits shall be payable at the time at which the Change of Control becomes
effective; or

                (ii)    if an Eligible Employee's employment terminates upon or
within thirteen (13) months following the effective date of a Change of Control
due to an Involuntary Termination Without Cause, Constructive Termination, death
or Disability, the benefits shall be payable upon the Eligible Employee's
Termination Date.

        (b)     Notwithstanding the foregoing, no payment shall be made under
this Plan prior to the last day of any waiting period or revocation period as
required by applicable law in order for the general waiver and release required
by Section 2(c) of this Plan to be effective.

        (c)     If an Eligible Employee is indebted to the Company on his or her
Termination Date, the Company reserves the right to offset any severance
payments under the Plan by the amount of such indebtedness. In addition, the
Company shall withhold appropriate federal, state, local and foreign income and
employment taxes from any payments hereunder. In no event shall payment of any
Plan benefit be made prior to the Eligible Employee's Termination Date.

SECTION 6.      RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION; OTHER
ARRANGEMENTS; BINDING NATURE OF PLAN.

        (a)     EXCLUSIVE DISCRETION. The Plan Administrator shall have the
exclusive discretion and authority to establish rules, forms, and procedures for
the administration of the Plan, and to construe and interpret the Plan and to
decide any and all questions of fact, interpretation, definition, computation or
administration arising in connection with the operation of the Plan, including,
but not limited to, the eligibility to participate in the Plan and the amount of
benefits paid under the Plan. The rules, interpretations, computations and other
actions of the Plan Administrator shall be binding and conclusive on all
persons.

        (b)     TERM OF PLAN. This Plan shall be effective until amended,
suspended or terminated by the Company.

        (c)     AMENDMENT, SUSPENSION OR TERMINATION. The Company reserves the
right to amend, suspend or terminate this Plan or the benefits provided
hereunder at any time; provided, however, that no such amendment, suspension or
termination shall affect the right to any unpaid benefit of any Eligible
Employee whose Termination Date has occurred prior to amendment, suspension or
termination of the Plan; and further provided, that for the period of thirteen
(13) months following the effective date of a Change of Control, the Plan shall
not be amended, suspended or terminated, the Plan Administrator shall not be
removed, and no Eligible Employee

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shall be reclassified in any manner that would adversely affect the interests of
such Eligible Employee without the written consent of the Eligible Employee so
affected. Subject to the foregoing, this Plan establishes and vests in each
Eligible Employee a contractual right to the benefits to which such Eligible
Employee is entitled hereunder, enforceable by the Eligible Employee against the
Company. Any action amending, suspending or terminating the Plan may be taken
only by the Chief Executive Officer of the Company or the Compensation Committee
and shall be in writing, which writing must be executed by the Chief Executive
Officer of the Company or Compensation Committee, as applicable; provided,
however, that any material amendments to the Plan must be approved by the
Compensation Committee.

        (d)     OTHER SEVERANCE ARRANGEMENTS. The Company reserves the right to
make other arrangements regarding severance benefits in special circumstances.

        (e)     BINDING EFFECT ON SUCCESSOR TO COMPANY. This Plan shall be
binding upon any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all of the business
or assets of the Company, or upon any successor to the Company as the result of
a Change of Control, and any such successor or assignee shall be required to
perform the Company's obligations under the Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
or assignment or Change of Control had taken place. In such event, the term
"Company," as used in the Plan, shall mean the Company as hereinafter defined
and any successor or assignee as described above which by reason hereof becomes
bound by the terms and provisions of this Plan.

SECTION 7.      DEFINITIONS.

        Capitalized terms used in this Plan, unless defined elsewhere in this
Plan, shall have the following meanings:

        (a)     CAUSE means (i) conviction of, a guilty plea with respect to, or
a plea of nolo contendere to, a charge that the Eligible Employee has committed
a felony under the laws of the United States or of any state or a crime
involving moral turpitude, including, but not limited to, fraud, theft,
embezzlement or any crime that results in or is intended to result in personal
enrichment at the expense of the Company; (ii) material breach of any agreement
entered into between the Eligible Employee and the Company that impairs the
Company's interest therein; (iii) willful misconduct or gross neglect by the
Eligible Employee of the Eligible Employee's duties; or (iv) engagement in any
activity that constitutes a material conflict of interest with the Company.

        (b)     CHANGE OF CONTROL means the occurrence of one or more of the
following events: (1) a sale of all or substantially all of the assets of the
Company; (2) a merger or consolidation in which the Company is not the surviving
corporation and the stockholders of the Company immediately prior to such merger
or consolidation fail to acquire at least fifty percent (50%) of the beneficial
ownership of the securities of the surviving corporation (or an entity
controlling the surviving corporation); (3) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's common
shares outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of

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securities, cash or otherwise and the stockholders of the Company immediately
prior to such merger fail to acquire at least fifty percent (50%) of the
beneficial ownership of the securities of the Company (or an entity controlling
the Company); or (4) the acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors. "Change of Control" shall
also mean the sale by the Company of one or more of the Company's product
groups, but only with respect to those Eligible Employees working exclusively or
primarily with the affected group or groups.

        (c)     COMPANY means Gene Logic Inc., a Delaware corporation, including
any successor as provided in Section 6(e) hereof, and any affiliate or related
entity of Gene Logic Inc. that is designated by the Board of Directors of Gene
Logic Inc.

        (d)     CONSTRUCTIVE TERMINATION means that an Eligible Employee
voluntarily terminates his or her employment with the Company after any of the
following are undertaken without the Eligible Employee's express written
consent:

                (i)     the assignment to the Eligible Employee of any duties or
responsibilities which result in any diminution or adverse change of the
Eligible Employee's position, status or circumstances of employment as in effect
at the beginning of the three (3) month period immediately prior to a Change of
Control, an adverse change in the Eligible Employee's titles or offices or
reporting relationships as in effect at the beginning of the three (3) month
period immediately prior to the effective date of a Change of Control, or any
removal of the Eligible Employee from or any failure to reelect the Eligible
Employee to any of such positions, except in connection with the termination of
the Eligible Employee's service on account of death, disability, retirement, for
Cause, or any voluntary termination of service by the Eligible Employee other
than Constructive Termination;

                (ii)    a reduction by the Company in the Eligible Employee's
annual base compensation;

                (iii)   any failure by the Company to continue in effect any
benefit plan or arrangement, including incentive plans or plans to receive
securities of the Company, in which the Eligible Employee is participating at
the time of a Change of Control (hereinafter referred to as "Benefit Plans"), or
the taking of any action by the Company which would adversely affect the
Eligible Employee's participation in or reduce the Eligible Employee's benefits
under any Benefit Plan or deprive the Eligible Employee of any fringe benefit
enjoyed by the Eligible Employee at the time of a Change of Control; provided,
however, that the Eligible Employee will not incur a Constructive Termination
following a Change of Control based on this clause (iii) if the Company offers a
range of benefit plans and programs which, taken as a whole, are comparable to
the Benefit Plans;

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                (iv)    a relocation of the Eligible Employee or the Company's
offices to a location more than twenty five (25) miles from the location at
which the Eligible Employee performed his or her duties prior to a Change of
Control, except for required travel by the Eligible Employee on the Company's
business to an extent substantially consistent with the Eligible Employee's
business travel obligations at the time of a Change of Control;

                (v)     any breach by the Company of any provision of this Plan;
or

                (vi)    any failure by the Company to obtain the assumption of
this Plan by any successor or assign of the Company.

        (e)     DISABILITY means the inability of an Eligible Employee, in the
opinion of a qualified physician acceptable to the Company, in the good faith
determination of the Company, to perform the major duties of that Eligible
Employee's position with the Company because of the sickness or injury of the
Eligible Employee.

        (f)     ELIGIBLE EMPLOYEE means an employee of the Company who is
eligible to participate in the Plan as specified in Section 2 hereof.

        (g)     INVOLUNTARY TERMINATION WITHOUT CAUSE means the Eligible
Employee's dismissal or discharge by the Company (or, if applicable, by any
successor entity) for a reason other than "Cause." Termination due to an
Eligible Employee's death or Disability shall not constitute Involuntary
Termination Without Cause.

        (h)     PAY means the Eligible Employee's base pay (exclusive of
bonuses, shift differentials, overtime and other forms of supplemental
compensation) at the rate in effect during the last regularly scheduled payroll
period immediately preceding the Eligible Employee's Termination Date.

        (i)     PLAN means this Gene Logic Inc. Executive Severance Plan.

        (j)     SEVERANCE PERIOD means the number of months of Pay used for
calculating the Eligible Employee's cash severance benefits, as specified in
Section 3(a) of the Plan.

        (k)     TERMINATION DATE means the last date on which the Eligible
Employee is in active pay status with the Company. A holiday cannot constitute a
Termination Date unless the Eligible Employee actively provided services for the
Company on such holiday.

SECTION 8.      NO IMPLIED EMPLOYMENT CONTRACT.

        The Plan shall not be deemed (i) to give any employee or other person
any right to be retained in the employ of the Company or (ii) to interfere with
the right of the Company to discharge any employee or other person at any time
and for any reason or no reason, with or without notice, which right is hereby
reserved.

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SECTION 9.      MODIFICATION; WAIVER; ENTIRE AGREEMENT; NON-PUBLICATION.

        (a)     No provisions of the Plan may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in writing signed by
the Chief Executive Officer of the Company and, to the extent such modification,
waiver or discharge would have a material adverse impact on him or her, by the
Eligible Employee. No waiver by either party hereto at any time of any breach by
the other party of, or compliance with, any condition or provision of the Plan
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in or referred to in the Plan.

        (b)     The parties mutually agree not to disclose publicly the terms of
the Plan except to the extent that disclosure is mandated by applicable law.

SECTION 10.     LEGAL CONSTRUCTION.

        This Plan is intended to be governed by and shall be construed in
accordance with ERISA and, to the extent not preempted by ERISA, the laws of the
State of Maryland.

SECTION 11.     CLAIMS, INQUIRIES AND APPEALS.

        (a)     APPLICATIONS FOR BENEFITS AND INQUIRIES. Any application for
benefits, inquiries about the Plan or inquiries about present or future rights
under the Plan must be submitted to the Plan Administrator in writing. The
address of the Plan Administrator is:

                                 GENE LOGIC INC.
                        ATTN: Plan Administrator for the
                            Executive Severance Plan
                             708 Quince Orchard Road
                          Gaithersburg, Maryland 20878

        (b)     DENIAL OF CLAIMS. In the event that any application for benefits
is denied in whole or in part, the Plan Administrator must notify the applicant,
in writing, of the denial of the application, and of the applicant's right to
review the denial. The written notice of denial will be set forth in a manner
designed to be understood by the employee, and will include specific reasons for
the denial, specific references to the Plan provision upon which the denial is
based, a description of any information or material that the Plan Administrator
needs to complete the review and an explanation of the Plan's review procedure.

        This written notice will be given to the employee within 90 days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an
additional 90 days for processing the application. If an extension of time for
processing is required, written notice of the extension will be furnished to the
applicant before the end of the initial 90-day period.

        This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the

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application. If written notice of denial of the application for benefits is not
furnished within the specified time, the application shall be deemed to be
denied. The applicant will then be permitted to appeal the denial in accordance
with the Review Procedure described below.

        (c)     REQUEST FOR A REVIEW. Any person (or that person's authorized
representative) for whom an application for benefits is denied (or deemed
denied), in whole or in part, may appeal the denial by submitting a request for
a review to the Plan Administrator within 60 days after the application is
denied (or deemed denied). The Plan Administrator will give the applicant (or
his or her representative) an opportunity to review pertinent documents in
preparing a request for a review. A request for a review shall be in writing and
shall be addressed to:

                                 GENE LOGIC INC.
                        ATTN: Plan Administrator for the
                            Executive Severance Plan
                             708 Quince Orchard Road
                          Gaithersburg, Maryland 20878

A request for review must set forth all of the grounds on which it is based, all
facts in support of the request and any other matters that the applicant feels
are pertinent. The Plan Administrator may require the applicant to submit
additional facts, documents or other material as it may find necessary or
appropriate in making its review.

        (d)     DECISION ON REVIEW. The Plan Administrator will act on each
request for review within 60 days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional 60
days), for processing the request for a review. If an extension for review is
required, written notice of the extension will be furnished to the applicant
within the initial 60-day period. The Plan Administrator will give prompt,
written notice of its decision to the applicant. In the event that the Plan
Administrator confirms the denial of the application for benefits in whole or in
part, the notice will outline, in a manner calculated to be understood by the
applicant, the specific Plan provisions upon which the decision is based. If
written notice of the Plan Administrator's decision is not given to the
applicant within the time prescribed in this subsection (d), the application
will be deemed denied on review.

        (e)     RULES AND PROCEDURES. The Plan Administrator will establish
rules and procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out its responsibilities in reviewing benefit claims.
The Plan Administrator may require an applicant who wishes to submit additional
information in connection with an appeal from the denial (or deemed denial) of
benefits to do so at the applicant's own expense.

        (f)     EXHAUSTION OF REMEDIES. No legal action for benefits under the
Plan may be brought until the claimant (i) has submitted a written application
for benefits in accordance with the procedures described by Section 11(a) above,
(ii) has been notified by the Plan Administrator that the application is denied
(or the application is deemed denied due to the Plan Administrator's failure to
act on it within the established time period), (iii) has filed a written request
for a review of the application in accordance with the appeal procedure
described in Section 11(c) above and (iv) has been notified in writing that the
Plan Administrator has denied

                                      -11-
<PAGE>   12

the appeal (or the appeal is deemed to be denied due to the Plan Administrator's
failure to take any action on the claim within the time prescribed by Section
11(d) above).

SECTION 12.     BASIS OF PAYMENTS TO AND FROM PLAN.

        All benefits under the Plan shall be paid by the Company. The Plan shall
be unfunded, and benefits hereunder shall be paid only from the general assets
of the Company.

SECTION 13.     OTHER PLAN INFORMATION.

        (a)     EMPLOYER AND PLAN IDENTIFICATION NUMBERS. The Employer
Identification Number assigned to Gene Logic Inc. (which is the "Plan Sponsor"
as that term is used in ERISA) by the Internal Revenue Service is 06-1411336.
The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the
instructions of the Internal Revenue Service is 510.

        (b)     ENDING DATE FOR PLAN'S FISCAL YEAR. The date of the end of the
fiscal year for the purpose of maintaining the Plan's records is December 31.

        (c)     AGENT FOR THE SERVICE OF LEGAL PROCESS. The agent for the
service of legal process with respect to the Plan is Vice President of Human
Resources and Administration, Gene Logic Inc., 708 Quince Orchard Road,
Gaithersburg, Maryland 20878. The service of legal process may also be made on
the Plan by serving the Plan Administrator.

        (d)     PLAN SPONSOR AND ADMINISTRATOR. The "Plan Sponsor" is Gene Logic
Inc., 708 Quince Orchard Road, Gaithersburg, Maryland 20878. The "Plan
Administrator" is the Chief Executive Officer of the Company or his or her
designee. The Plan Sponsor's and Plan Administrator's telephone number is (301)
987-1700. The Plan Administrator is the named fiduciary charged with the
responsibility for administering the Plan.

SECTION 14.     STATEMENT OF ERISA RIGHTS.

        Participants in this Plan (which is a welfare benefit plan sponsored by
GENE LOGIC INC.) are entitled to certain rights and protections under ERISA. If
you are an Eligible Employee, you are considered a participant in the Plan and,
under ERISA, you are entitled to:

        (a)     Examine, without charge, at the Plan Administrator's office and
at other specified locations, such as work sites, all Plan documents and copies
of all documents filed by the Plan with the U.S. Department of Labor, such as
detailed annual reports;

        (b)     Obtain copies of all Plan documents and Plan information upon
written request to the Plan Administrator. The Administrator may make a
reasonable charge for the copies;

        (c)     Receive a summary of the Plan's annual financial report, in the
case of a plan which is required to file an annual financial report with the
Department of Labor. (Generally, all pension plans and welfare plans with 100 or
more participants must file these annual reports.)

        In addition to creating rights for Plan participants, ERISA imposes
duties upon the people responsible for the operation of the employee benefit
plan. The people who operate the Plan,

                                      -12-
<PAGE>   13

called "fiduciaries" of the Plan, have a duty to do so prudently and in the
interest of you and other Plan participants and beneficiaries.

        No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA. If your claim for a Plan
benefit is denied in whole or in part, you must receive a written explanation of
the reason for the denial. You have the right to have the Plan review and
reconsider your claim.

        Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$110 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for benefits that is denied or ignored, in whole or in part, you may file
suit in a state or federal court. If it should happen that the Plan fiduciaries
misuse the Plan's money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court. The court will decide who should pay court costs
and legal fees. If you are successful, the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.

        If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.

SECTION 15.     EXECUTION.

        To record the adoption of the amendment and restatement of the Plan as
set forth herein, effective as of February 23, 2001, by the Board of Directors
of Gene Logic Inc., Gene Logic Inc. has caused its duly authorized officer to
execute same.

                                                   GENE LOGIC INC.

                                                   By: /s/ MARK D. GESSLER
                                                       -------------------------

                                                   Title: CEO & PRESIDENT
                                                          ----------------------

                                      -13-