**10.93c**





**EXECUTIVE
      EMPLOYMENT AGREEMENT**








**THIS
      EMPLOYMENT AGREEMENT** (the
“Agreement”) is entered into by and between Gene Logic Inc., a Delaware
      corporation (the “Company”), and Larry Tiffany (the “Executive”) as of February
      1, 2007 (the “Effective Date”).





Executive
      has been employed by the Company on an interim basis beginning in 2006. The
      Company and the Executive now wish to establish new terms for Executive’s
      continuing employment by the Company as described herein.





NOW,
      THEREFORE, in consideration of the mutual promises made below, the parties
      agree
      as follows:





1.
            **Employment,
                Duties and Acceptance**.





1.1 **Employment** .
      (a) As
      of the Effective Date, the Company shall employ the Executive as a Senior Vice
      President and General Manager, Genomics, initially reporting to the Chief
      Executive Officer (“CEO”) of the Company. In such capacity, the Executive shall
      perform such executive and management duties and assume such other
      responsibilities as may be assigned from time to time by the individual to
      whom
      the Executive reports, the CEO or anyone else designated by the CEO. The
      Executive accepts such employment and shall perform his duties faithfully and
      to
      the best of his abilities.





(a) The
      Executive shall devote his full working time and creative energies to the
      performance of his duties hereunder and will at all times devote such additional
      time and efforts as are reasonably sufficient for fulfilling the significant
      responsibilities entrusted to him. So long as such activities, in the aggregate,
      do not interfere with the performance by the Executive of his duties hereunder:
      (i) the Executive shall be permitted a reasonable amount of time to supervise
      his personal, passive investments; and (ii) the Executive shall be permitted
      a
      reasonable amount of time to participate (as board member, officer or volunteer)
      in civic, political and charitable activities.





1.2 **Place
      of Employment** .
      The
      Executive's principal place of employment shall be at the Company’s headquarters
      or other Company facility located in Montgomery, Howard and/or Frederick
      counties within the state of Maryland specified by the individual to whom the
      Executive reports, or as otherwise mutually agreed by the parties, subject
      to
      such travel as may be reasonably required by his employment pursuant to the
      terms hereof. The Executive shall not be required to relocate outside of this
      area during the Term unless the Executive so agrees and Company provides
      relocation benefits reasonably acceptable to the Executive.





2. **Term
      of Employment** . The
      Executive’s term of employment with the Company (the “Term”) shall commence on
      the Effective Date and continue thereafter on an at-will basis until terminated
      by either party pursuant to Section 4, subject to certain rights upon
      termination as provided in Section 4. If Executive’s employment hereunder with
      the Company is terminated by the Executive or by the Company, Executive shall
      thereby be removed from, and Executive agrees to resign immediately from, all
      other positions with the Company and its affiliates and subsidiaries
      (collectively the “GLGC Group”).





3. **Compensation** .





3.1 **Salary** .
      As
      compensation for all services to be rendered pursuant to this Agreement, the
      Company shall pay to the Executive during the Term a salary at the rate of
      $300,000 per annum (the “Base Salary”) less such deductions as shall be required
      to be withheld by applicable tax and other laws and regulations or as otherwise
      authorized by the Executive. The Base Salary shall accrue from and after the
      Effective Date, and shall be payable during the Term, to date in equal periodic
      installments, not less frequently than semi-monthly. The Executive’s Base Salary
      shall be reviewed annually and may be increased based upon various factors,
      including the evaluation of the Executive’s performance and the compensation
      policies of the Company in effect at the time of each such review. The Base
      Salary shall be prorated for the first calendar year of employment and for
      any
      other year in which Executive is not employed by the Company for the entire
      year
      based on the portion of the year in which Executive is employed on a full-time
      basis by the Company.








3.2
            **Incentive
                compensation**.


3.2.1 Executive
      will be eligible to participate in a special incentive compensation plan
      established by the Compensation Committee of the Board (the “Compensation
      Committee”). Payment of incentive compensation under this plan will be
      contingent on achieving certain strategic goals as determined by Gene Logic’s
      CEO. The incentive compensation target for Executive for the Company’s fiscal
      year 2007 in this special incentive compensation plan will be 67% of the Base
      Salary specified in Section 3.1 of this Agreement, for a full calendar year,
      less applicable withholding. Such incentive compensation will be paid within
      ten
      (10) business days of the Executive completing the fulfillment of the strategic
      goals.





3.2.2 If
      the
      Company changes its plans in such a way that the strategic goals set for
      Executive are no longer feasible,, the CEO and the Executive will make a
      reasonable effort to agree on a substitute incentive compensation program based
      on the Company’s revised plans, with new target incentive compensation and new
      goals, but no such substitute incentive compensation program shall be effective
      unless approved in writing by Company and Executive.




3.2.3 If
      Executive is entitled to an incentive compensation payment as described herein,
      such payment shall be in lieu of, and Executive shall not be entitled to, the
      payments and other benefits described in Section 4.7(a) (i) upon Termination
      Without Cause, however the incentive compensation payment cannot be made in
      lieu
      of payments and benefits under Section 4.7(a) (i) should Executive not meet
      the
      strategic goals described above. .





3.3 Intentionally
      left blank





3.4 **Participation
      in Benefit Plans** .
      The
      Executive shall be permitted during the Term, to the extent eligible, to
      participate in any group life, medical, dental, vision, or disability insurance
      plans, accidental death and dismemberment plan, flex-benefit plan, 401(k) plan,
      or similar benefit plans of the Company which may be available generally to
      other senior executives of the Company, but nothing herein shall prevent the
      Company from changing such benefits from time to time.




3.5 **Paid
      Time Off** .
      From and
      after the Effective Date, the Executive shall accrue and may use paid time
      off
      (“PTO”) in accordance with the Company’s current policies. PTO accruing in any
      year in which Executive is not employed by the Company for the entire year
      shall
      be prorated based on the portion of the year in which Executive is employed
      by
      the Company.





3.6 **Holidays** .
      The
      Executive shall be eligible for holidays in accordance with the Company’s policy
      and schedule.




3.7 **Expenses** .
      In
      accordance with the Company’s policies, the Executive will be reimbursed for all
      ordinary, necessary and reasonable business expenses (including, without
      limitation, travel, meetings, dues, subscriptions, fees, educational expenses,
      and expenses incurred for operation of mobile telephones,) actually incurred
      or
      paid by the Executive during the Term in the proper performance of the
      Executive's services under this Agreement, upon presentation of expense
      statements or vouchers or such other supporting information as the Company
      may
      reasonably require.





3.8 **Tax/Financial
      Planning** .
      The
      Executive shall be reimbursed in an amount not in excess of $5,000 in the
      aggregate per year for tax return preparation and certain financial planning
      advice in accordance with the Company’s policies.





2


3.9. **Exclusion
      from Change of Control** .
      In
      consideration of the specific terms herein, Company and Executive have agreed
      that Executive shall be excluded from the Company’s Executive Severance Plan,
      notwithstanding the language of such plan, and shall not be entitled to any
      payments benefits or other rights thereunder.





3.10 **Withholding** .
      The
      Company is authorized to withhold from the amount of any Base Salary and
      incentive compensation and any other payments or benefits paid or provided
      to or
      for the benefit of the Executive, all sums authorized by the Executive or
      required to be withheld by law, court decree, or executive order, including
      (but
      not limited to) such things as income taxes, employment taxes, and employee
      contributions to fringe benefit plans sponsored by the Company.





4. **Termination** .





4.1 **General** **.** The
      employment of the Executive hereunder may be terminated as provided in this
      Section 4.





4.2 **Termination
      upon Mutual Agreement** **.** The
      Company and the Executive may, by mutual written agreement, terminate this
      Agreement and/or the employment of the Executive at any time.





4.3 **Death
      or Disability of Executive** **.**





(a) The
      employment of the Executive hereunder shall terminate upon (i) the death of
      the Executive, and (ii) at the option of the Company upon not less than
      thirty (30) days prior written notice to the Executive or his personal
      representative or guardian, if the Executive suffers a Total Disability (as
      defined in **Section 4.3(b)** below).





(b) For
      purposes of this Agreement, “Total Disability” shall mean (i) if the
      Executive is subject to a legal decree of incompetency (the date of such decree
      being deemed the date on which such disability occurred), or (ii) the
      written determination by a physician selected by the Company that, because
      of a
      medically determinable disease, injury or other physical or mental disability,
      the Executive is substantially unable to perform his essential duties, without
      reasonable accommodation, and that such disability has lasted for the
      immediately preceding ninety (90) days and is, as of the date of determination,
      reasonably expected to last an additional ninety (90) days or longer after
      the
      date of determination. If requested by the Company, Executive agrees to appear
      at a medical examination by a physician selected by the Company and to furnish
      to such physician such medical information as is needed for a determination
      under this **Section
      4.3(b)** .
      Nothing
      in this provision is intended to restrict rights or obligations under the
      Americans with Disabilities Act or other applicable law.





(c) Any
      leave
      on account of illness or temporary disability which is short of Total Disability
      shall not constitute a breach of this Agreement by the Executive and in no
      event
      shall any party be entitled to terminate this Agreement for Cause (as defined
      below) due to any such leave. All physicians selected hereunder shall be Board
      certified in the specialty most closely related to the nature of the disability
      alleged to exist.





4.4 **Termination
      For Cause** **.** The
      Company may, upon action of the Board, and upon written notice to the Executive
      specifying in reasonable detail the reason therefore, terminate the employment
      of the Executive at any time for Cause (as defined in Attachment A); provided,
      however, that if the reason for termination for Cause is susceptible of cure
      as
      determined by the Company, the Executive shall have a period of fifteen (15)
      business days after such written notice to effect a cure satisfactory to the
      Company.





4.5 **Termination
      Without Cause** .
      The
      Company may also terminate the employment of the Executive without Cause upon
      30
      days advance written notice to the Executive, which termination shall constitute
      a “Termination Without Cause”. Termination without Cause shall not include a
      termination due to death or Total Disability.




3


4.6 **Termination
      by Executive** **.** The
      Executive may resign (and thereby terminate his employment under this Agreement)
      at any time, by giving the Company not less than thirty (30) days’ prior written
      notice to the Company, but the Company after receipt of such notice, may waive
      all or part of such notice period.




4.7 **Payments
      Upon Termination** **.**





(a) (i) If
      Executive’s employment is terminated by the Company without Cause, unless
      Executive has achieved the strategic goals and is entitled to the incentive
      compensation as described in Section 3.2, the Company shall pay the Executive:





§
            Twelve
                (12) months’ Base Salary, payable in a single lump sum within fifteen (15)
                days after receipt of the signed release described in subsection
                (b) below
                and expiration of any period allowed for revocation of that release.
                This
                amount is in addition to and not in lieu of Base Salary for the period
                prior to termination of employment made to fulfill any requirement
                under
                the Agreement for prior notice of termination of up to 31 days or
                pay in
                lieu thereof.





§
            Direct
                payment by the Company of that portion of group health insurance
                premium
                for post-employment coverage (including without limitation medical,
                dental
                and vision coverage) for which Executive is eligible, and which the
                Executive timely elects under COBRA because of his prior employment
                by
                Company, equal to the percentage of the premium that Company was
                paying as
                of the last day of Executive’s employment by Company, for a period equal
                to the lesser of (x) twelve (12) months or (y) until Executive becomes
                eligible for coverage under a new employer’s group health plan. Such
                direct payment will also include coverage for any dependents of Executive
                who are eligible for, and timely elect, coverage under COBRA for
                the same
                period as Executive equal to the percentage of the premium for dependent
                coverage that Company was paying as of the last day of Executive’s
                employment by Company. Such direct payment is for a period that is
                part
                of, and not in addition to, the total period of eligibility for
                continuation of health insurance benefits to which Executive, and/or
                the
                covered dependents, are entitled under COBRA.





o
            To
                maintain Executive’s right to continue the group health insurance as
                described above, the Executive (and, if applicable, covered dependents)
                must pay to the Company the Executive’s (and, if applicable, covered
                dependents) portion of the COBRA premium (i.e. that portion that
                the
                Company is not required to pay) no later than the first of each month
                for
                which COBRA coverage is continued, so that Company may forward such
                portion with the portion paid by Company. In the alternative, Company
                may
                require Executive to forward the Executive’s share of the COBRA premium
                directly to the party to whom the insurance premium is due no later
                than
                the first of each month for which COBRA coverage is continued.





§
            Outplacement
                services paid for and through a program and vendor selected by Company
                and
                at a level appropriate for an executive for a period not to exceed
                six (6)
                months, and in no event costing more than twenty thousand dollars
                ($20,000.00), to be used and completed within twelve (12) months
                after
                termination of employment, unless otherwise agreed in writing by
                Company,
                but in no event later than the end of the second calendar year following
                the year of termination. Executive may not elect any payment in lieu
                of
                such outplacement services and such services will only become available
                after any release required under subsection (b) below is signed and
                the
                revocation period specified therein has been completed without revocation.





·
            Any
                payments to be made and any benefits to be provided under this Section
                4.7****will
                be conditioned upon execution by Executive of a comprehensive and
                full
                release of all claims arising from or connected with his employment
                by the
                Company in substantially the form as attached hereto in Exhibit**B**,
                with any changes required by subsequent changes in the law or Company
                practice or otherwise mutually agreed (excluding from any such release
                any
                rights Executive may have to (x) indemnification or to insurance
                coverage
                with respect to his actions while employed by the Company, whether
                by
                contract, under Directors and officers or other insurance maintained
                by
                the Company or under the Company’s indemnification policies and applicable
                law concerning indemnification and (y) coverage at the Executive's
                expense
                under applicable heath care policies to the extent Executive is entitled
                to continued coverage under COBRA). Such release shall be presented
                to
                Executive as soon as is practicable and in any event no later than
                ten
                (10) days following Executive's termination of employment. The release
                must be signed and returned to Company by Executive no later than
                twenty-one (21) days after Executive's receipt of the release, or
                such
                longer time limit stated in the release, and must not be revoked
                within
                the period allowed for revocation as stated in the release in order
                for
                Executive to become entitled to the severance and other benefits
                hereunder
                and, except as otherwise specifically required by law and notwithstanding
                any thing herein to the contrary, no payments or benefits available
                under
                this Section 4.7(a) shall be paid or provided to Executive until
                the
                expiration, without revocation, of such revocation
                period.





4


·
            Notwithstanding
                the above, the severance and benefits provided hereunder shall be
                paid or
                provided to Executive no earlier than the earliest date upon which
                such
                severance and benefits can be paid without subjecting the Executive
                to the
                additional tax imposed by Code Section 409A(a)(1), if applicable.
                The
                parties agree that this Agreement shall be amended to the extent
                necessary
                such that, under final regulations to be issued under Code Section
                409A,
                none of the payments or benefits to be provided hereunder are subject
                to
                the additional tax imposed by Code Section 409A(a)(1).




ii)
      The
      Company shall have no further liability to the Executive pursuant to this
      Agreement, including, without limitation, any obligation or liability to pay
      the
      Executive any severance, incentive compensation or any other compensation,
      in
      the event of termination by the Company in a Termination Without Cause except
      as
      set forth in this **Section
      4.7 (a).**





(b) If
      the
      Executive’s employment is terminated (i) by the Company for Cause, or (ii) by
      the Executive, then the Company shall have no duty to make any payments or
      provide any benefits to the Executive pursuant to this Agreement other than
      payment of the amount of the Executive’s Base Salary and benefits accrued
      through the date of termination of his employment.





(c) Upon
      termination of Executive's employment for death or Total Disability, the Company
      shall pay to the Executive, or to his guardian or personal representative,
      as
      the case may be, in addition to any insurance or disability benefits to which
      he
      may be entitled under applicable insurance and benefit programs contemplated
      by
      Section 3.4 and then in effect, all amounts accrued or vested prior to such
      termination;. Except for the amounts described in the preceding sentence, the
      Company shall have no further liability to the Executive, guardian or personal
      representative pursuant to this Agreement, including, without limitation, any
      liability to pay the Executive, guardian or personal representative any
      severance, incentive compensation or any other compensation.





5. **Certain
      Covenants of the Executive** .





5.1 **Necessity
      for Covenants.** The
      Executive acknowledges that (i) the GLGC Group (as defined below) is
      engaged and will in the future be engaged in the Business as described in this
      Agreement; (ii) his employment pursuant to this Agreement will give him
      access to customers and suppliers of the GLGC Group; (iii) his employment will
      give him access to confidential information and other trade secrets concerning
      the GLGC Group’s products, services and the Business and (iv) the
      agreements and covenants contained in this **Section 5** are
      essential to protect the business and goodwill of the GLGC Group. To induce
      the
      Company to enter into this Agreement and pay the compensation and other benefits
      at the levels requested by the Executive, the Executive enters into the
      following covenants:





5


5.2 **Definitions** .





(a) “Business”
      for purposes of this Article 5 shall mean the provision or licensing by the
      GLGC
      Group of genomic information and bioinformatics products and services to the
      pharmaceutical and biotechnology industry and the provision of drug
      repositioning services to pharmaceutical companies and other third parties.
      The
      Business includes biosample collection, handling and processing, genomic data
      production, and data management and software systems development, to create
      a
      broad range of gene expression-based information solutions that facilitate
      the
      drug discovery and development process, and any other products and services
      offered from time to time after the Effective Date and prior to the Termination
      Date by the GLGC Group as described in its annual and quarterly reports filed
      with the Securities and Exchange Commission. [





(b) “ GLGC
      Group ”
for
      purposes of this **Article
      5** shall
      include the Company, and all of its wholly or majority owned subsidiaries and
      affiliates and successors and assigns of any of the foregoing.





(c) “ Business
      Contact ”
shall
      mean any (i) customer which has purchased goods or services provided by the
      GLGC Group during the Term, (ii) prospective customer whom the Executive or
      persons working for or directly with the Executive has contacted during the
      Term
      for the purpose of endeavoring to sell the goods or services of the GLGC Group
      to the prospective customer, or (iii) provider of material amounts of goods
      or services to the GLGC Group.





(d) “ Service
      Area ”
means
      the entire world.





(e) “ Term ”
means
      the term of employment as specified in Section 2 hereof





5.3 **Restrictive
      Covenants** **.**




5.3.1 **Restrictions** .
      During
      the Term and for a period of six (6) months, or in the case of subsection (b)
      below twelve (12) months, after the date (the “Termination Date”) the
      Executive's employment hereunder is terminated (the “Restricted Period”)
      regardless of whether such termination is voluntary or involuntary, with or
      without Cause or by resignation, the Executive shall not, without the Company’s
      prior written consent, directly or indirectly, for him or on behalf of any
      other
      person, firm, corporation or other entity, whether as a principal, agent,
      employee, stockholder, partner, officer, member, adviser, consultant, director,
      sole proprietor, or otherwise:





(a) call
      upon
      or solicit any Business Contact for the purpose of persuading the Business
      Contact to engage the Executive or any other person, firm, corporation or other
      entity to provide goods or services which are the same as or similar to those
      the GLGC Group provided or proposed to provide to the Business Contact or to
      engage the Business Contact to provide goods or services which are the same
      as
      or similar to those the Business Contact provided to the GLGC Group to any
      other
      person, firm, corporation or other entity;





(b) unless
      otherwise consented to in writing by Company as to solicitation of any named
      individual employee, solicit, participate in or promote the solicitation of
      any
      person who is employed by the GLGC Group at any time during the Term to leave
      the employ of the GLGC Group, or hire or engage or assist anyone to hire or
      engage any of those persons, provided that after the Termination Date, this
      shall only apply to individuals who were employees of GLGC during the 30 day
      period immediately preceding the Termination Date;




6


(c) interfere
      in any way with the GLGC Group's business, prospects or personnel;
      or





(d) render
      services (other than services unrelated to the Business) to, or become
      affiliated with, any person, company or other entity engaged in any business
      that competes with the Business within the Service Area, directly or indirectly,
      in any capacity; provided, however, that the Executive may own, directly or
      indirectly, solely as an investment, securities which are publicly traded if
      the
      Executive (a) is not a controlling person of, or a member of a group which
      controls, the issuer and (b) does not, directly or indirectly, own 5% or
      more of any class of securities of the issuer.





5.3.2 **Exclusions
      from Restrictions** .
      The
      restrictions of Section 5.3(a) and (c) shall not apply to Executive when he
      is
      acting on behalf of any successor to any part of the Company’s genomics business
      that Company voluntarily transfers to such successor.





5.3.3 **Severability
      of Covenants** .
      The
      Executive acknowledges and agrees that the Restrictive Covenants are reasonable
      and valid in geographical and temporal scope and in all respects. If any court
      determines that any of the Restrictive Covenants, or any part thereof, is
      invalid or unenforceable, the remainder of the Restrictive Covenants shall
      not
      thereby be affected and shall be given full effect, without regard to the
      invalid portions.





5.3.3 **Blue-Penciling** .
      If any
      court determines that any of the Restrictive Covenants, or any part thereof,
      is
      unenforceable because of the duration or geographic scope of such provision,
      such court shall have the power to reduce the duration or scope of such
      provision, as the case may be, and, in its reduced form, such provision shall
      then be enforceable and shall be enforced. If any such court declines to so
      revise such covenant, the parties agree to negotiate in good faith a
      modification that will make such duration or scope enforceable.





5.4 **Rights
      and Remedies Upon Breach** .
      If the
      Executive breaches, or threatens to commit a breach of, any of the provisions
      of **Section
      5.3** (the
“Restrictive Covenants”), the Company shall, in addition to its right
      immediately to terminate this Agreement for Cause, have the right and remedy
      (which right and remedy shall be independent of others and severally
      enforceable, and which shall be in addition to, and not in lieu of, any other
      rights and remedies available to the Company under law or in equity) to have
      the
      Restrictive Covenants specifically enforced by any court having jurisdiction,
      it
      being acknowledged and agreed that any such breach or threatened breach could
      cause irreparable injury to the Company and that money damages may not provide
      an adequate remedy to the Company.





6 **Representations
      of Executive** .
      The
      Executive represents and warrants that: (a) his employment by the Company will
      not (i) violate any non-disclosure agreements, covenants against competition,
      or
      other restrictive covenants or agreements made by the Executive with, to or
      for
      the benefit of any previous employer or partner, or (ii) violate or constitute
      a
      breach or default under, any statute, law, judgment, order, decree, writ,
      injunction, deed, instrument, contract, lease, license or permit to which the
      Executive is a party or by which the Executive is bound; (a) there is no
      litigation, proceeding or investigation of any nature (either civil or criminal)
      which is pending or, to the best of the Executive's knowledge, threatened
      against or affecting the Executive or which would adversely affect his ability
      to substantially perform the duties herein; and (b) he has received or been
      given the opportunity to review the provisions of this Agreement, and the
      meaning and effect of each provision, with independent legal counsel of the
      Executive's choosing.





7. **Proprietary
      Information and Inventions Agreement** .
      As a
      condition to his employment by the Company, the Executive agrees to be bound
      by
      the provisions set forth in the Company’s Proprietary Information and Inventions
      Agreement, which he signed on 21 June 2006, and which is expressly incorporated
      by reference hereto.





8. **Dispute
      Resolution** .




8.1 **Arbitration
      Policy** .
      Subject
      to the Company’s right to seek injunctive or other equitable relief as specified
      in Section 5.4 of this Agreement or in the Proprietary Information and
      Inventions Agreement, the Parties agree that arbitration is the required and
      exclusive forum for the resolution of any and all disputes between them,
      including claims arising under statute, common law, or this Agreement. This
      mandatory arbitration provision includes without limitation any claims or
      actions under Title VII of the Civil Rights Act of 1964, the Civil Rights Act
      of
      1866 (“Section 1981”), the Americans with Disabilities Act, the Family and
      Medical Leave Act, the Age Discrimination in Employment Act, the Fair Labor
      Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act,
      and any other federal, state or local statute, law or regulation regarding
      employment, employment discrimination, terms and conditions of employment,
      compensation or termination of employment. This mandatory arbitration provision
      includes any dispute between the Executive and the Company or its parents,
      subsidiaries and affiliates, and its and their current and former officers,
      directors, employees and agents.





7


Any
      covered dispute must be submitted to arbitration in accordance with the National
      Rules for the Resolution of Employment Disputes of the American Arbitration
      Association. Any such arbitration will be conducted in Montgomery County,
      Maryland, and will be decided in accordance with and determined by the laws
      of
      the State of Maryland and/or applicable federal law. The Executive specifically
      agrees that the Company may seek specific performance of this provision, as
      well
      as other injunctive relief, from the state or federal courts in Maryland. The
      arbitrator shall not have the authority to award punitive damages, costs or
      attorneys’ fees to either Party except where expressly provided for by the
      applicable law.





Except
      as
      otherwise provided by applicable law, the administrative costs of the
      arbitration (filing fees, cost for the arbitration site, other AAA fees,
      arbitrator’s fee) shall be divided equally between the parties. The fees and
      expenses of any witness shall be paid by the Party requiring the presence of
      such witness. Each Party shall bear its own costs and expenses in all other
      respects. The resolution of any dispute achieved through such arbitration shall
      be final and binding and enforceable by a court of competent
      jurisdiction.





8.2 **No
      Jury Trial** .
      NEITHER
      PARTY SHALL ELECT A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
      COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
      AGREEMENT.





8.3 **Personal
      Jurisdiction** .
      Both
      parties agree to submit to the jurisdiction and venue of the state courts in
      Montgomery County, Maryland as to matters involving enforcement of this
      Agreement, including any award under an arbitration proceeding.





9. **Other
      Provisions** .





9.1 **Notices** .
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and shall be delivered personally, telegraphed, telexed, sent by
      facsimile transmission, sent by nationally recognized overnight courier service
      such as FedEx or UPS or sent by certified, registered or express mail, postage
      paid, and shall be deemed given when so delivered personally, telegraphed,
      telexed or sent by facsimile transmission or, if sent by courier on the second
      business after delivery by the courier service or, if mailed, four days after
      the date of mailing, as follows:








(a) if
      to the
      Company, to:





Gene
      Logic, Inc.


50
      West
      Watkins Mill Road


Gaithersburg,
      MD 20878


Attention:
      Chief Executive Officer





with
      copies to:





Ariel
      Vannier, Esquire


Venable,
      Baetjer, Howard and Civiletti, LLP


575
      7th
      Street, NW


Washington,
      DC 20004





(b) if
      to the
      Executive, to:




18605
      Shadow Ridge Terrace


Olney,
      MD.
      20832





8





Any
      party
      may by notice given in accordance with this Section to the other party designate
      another address or person for receipt of notices hereunder.





9.2 **Entire
      Agreement** .
      This
      Agreement and the Company’s Proprietary Information and Inventions Agreement
      incorporated by Section 7 contain the entire agreement between the parties
      with
      respect to the subject matter and for the Term hereof and supersedes all prior
      agreements and understandings, written or oral, with respect thereto. Prior
      agreements between the Executive and the Company for services for periods prior
      to the Term are not affected by this Agreement.





9.3 **Waivers
      and Amendments** .
      This
      Agreement may be amended, modified, superseded, canceled, renewed or extended,
      and the terms and conditions hereof may be waived, only by a written instrument
      signed by the Executive and a duly authorized officer of the Company (each,
      in
      such capacity, a party) or, in the case of a waiver, by the party waiving
      compliance. No delay on the part of any party in exercising any right, power
      or
      privilege hereunder shall operate as a waiver thereof, nor shall any waiver
      on
      the part of any party of any right, power or privilege hereunder, nor any single
      or partial exercise of any right, power or privilege hereunder, preclude any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege hereunder.





9.4 **Governing
      Law** .
      This
      Agreement has been negotiated and is to be performed in the State of Maryland,
      and shall be governed and construed in accordance with the laws of the State
      of
      Maryland applicable to agreements made and to be performed entirely within
      such
      State.





9.5 **Counterparts** .
      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.





9.6 **Intentionally
      Omitted**





*9.7* **Word
      Forms** .
      Whenever
      used herein, the singular shall include the plural and the plural shall include
      the singular. The use of any gender or tense shall include all genders and
      tenses.





9.8 **Headings** .
      The
      Section headings have been included for convenience only, are not part of this
      Agreement, and are not to be used to interpret any provision
      hereof.





9.9 **Binding
      Effect and Benefit** .
      This
      Agreement shall be binding upon and inure to the benefit of the parties, their
      successors, heirs, personal representatives and other legal representatives.
      This Agreement may be assigned by the Company to any entity that buys
      substantially all of the Company's assets or to any affiliate of the Company
      with the consent of the Executive that shall not be unreasonably withheld.
      However, the Executive may not assign this Agreement without the prior written
      consent of the Company.


9





9.10 **Separability** .
      The
      covenants contained in this Agreement are separable, and if any court of
      competent jurisdiction declares any of them to be invalid or unenforceable,
      that
      declaration of invalidity or unenforceability shall not affect the validity
      or
      enforceability of any of the other covenants, each of which shall remain in
      full
      force and effect.







IN
      WITNESS
      WHEREOF, the parties, intending to be legally bound, have executed this
      Agreement as of the last date of signature below.





**GENE
                LOGIC INC.**
              
              **By:**/s/
                Mark Gessler
              Mark Gessler, Chief Executive Officer
              
              **Date:**February
                26, 2007
            **EXECUTIVE:**
              
              /s/
                Larry Tiffany
              Larry
                Tiffany
              
              **Date:**February
                23, 2007







10


**Attachment
      A**





**Definition
      of "Cause"**











"Cause"
      shall mean


(i)
            commission
                of an act or omission which the Company determines would constitute
                a
                felony, or that would constitute a misdemeanor that, in the Company’s
                reasonable opinion, could have a material adverse effect on the Company's
                business, financial condition, prospects or reputation or the Executive's
                performance of his duties, 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 by the Executive of any written agreement entered into between
                the
                Executive and the Company;


(iii)
            willful
                misconduct by the Executive or gross negligence of the Executive
                which
                could have a material adverse impact on the Company;


(iv)
            a
                material failure of the Executive in the performance of the Executive’s
                duties provided that, if susceptible of cure as determined by the
                Company,
                notice is provided and Executive does not cure such failure within
                fifteen
                (15) business days after the date of such notice in a manner reasonably
                satisfactory to the Company;


(v)
            the
                violation by the Executive of the restrictive covenants in Section
                5.3
                hereof or the provisions of the Proprietary Information and Inventions
                Agreement; or


(vi)
            engagement
                in any activity that constitutes a material conflict of interest
                with the
                Company, unless such activity is disclosed to senior management of
                the
                Company and agreed to by the
                Company.





With
      respect to any criminal act falling under (i) above, the Company may base such
      a
      determination on facts available to it or on an arrest or charges by an
      appropriate government authority and may, at its option, suspend the Executive
      without pay in lieu of immediate termination in the event of any criminal
      charges, pending additional information, criminal conviction or other
      action.





11