**EXHIBIT 10.82**
**EMPLOYMENT AGREEMENT**
     **THIS EMPLOYMENT AGREEMENT**(the “Agreement”) is entered into as of the 2ndday of July, 2003, by and between Gene Logic Inc., a Delaware corporation (the“Company”), and Robert Proulx (the “Executive”).
     The Company desires to secure the services of Employee and Employeedesires to perform such services for the Company on the terms and conditions asset forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises made below, the partiesagree as follows:
     1.     **Employment, Duties and Acceptance**.
             1.1     **Employment**. (a) Effective upon the later of the date of thisagreement or the date the Executive first reports for work for the Company (the“Effective Date”), the Company shall employ the Executive as Senior VicePresident, Marketing, initially reporting to Mark Gessler. In such capacity,the Executive shall perform such executive and management duties and assumesuch other responsibilities as may be assigned from time to time by theindividual to whom the Executive reports, the Chief Executive Officer (“CEO”)of the Company or anyone else designated by the CEO. The Executive acceptssuch employment and shall perform his duties faithfully and to the best of hisabilities.
             (b)     The Executive shall devote his full working time and creative energiesto the performance of his duties hereunder and will at all times devote suchadditional time and efforts as are reasonably sufficient for fulfilling thesignificant responsibilities entrusted to him. So long as such activities, inthe aggregate, do not interfere with the performance by the Executive of hisduties hereunder: (i) the Executive shall be permitted a reasonable amount oftime to supervise his personal, passive investments; and (ii) the Executiveshall 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 ofemployment shall be at the Company’s headquarters or other Company facility inthe Baltimore-Washington, D.C. metropolitan area (including Montgomery, Howardand Frederick Counties in Maryland) specified by the individual to whom theExecutive reports, or as otherwise mutually agreed by the parties, subject tosuch travel as may be reasonably required by his employment pursuant to theterms hereof. The Executive shall not be required to relocate outside of theBaltimore-Washington, D.C. metropolitan area during the Term unless theExecutive so agrees and Company provides relocation benefits reasonablyacceptable to the Executive.
     2.     **Term of Employment**. The Executive’s term of employment with theCompany (the “Term”) shall commence on the Effective Date and continuethereafter on an at-will basis until terminated by either party pursuant toSection 4, subject to certain rights upon termination as provided in Section 4.If Executive’s employment hereunder with the Company is terminated by theExecutive or by the Company, Executive shall thereby be removed from, andExecutive agrees to resign immediately from, all other positions with theCompany and its affiliates and subsidiaries (collectively the “GLGC Group”).
     3.     **Compensation**.
             3.1     **Salary**. As compensation for all services to be renderedpursuant to this Agreement, the Company shall pay to the Executive during theTerm a salary at the rate of $200,000 per annum (the “Base Salary”) less suchdeductions as shall be required to be withheld by applicable tax and other lawsand regulations or as otherwise authorized by the Executive. The Base Salaryshall accrue from and after the Effective Date, and shall be payable during theTerm, in arrears in equal periodic installments, not less frequently thansemi-monthly. The Executive’s Base Salary shall be reviewed annually and may beincreased based upon various factors, including the evaluation of theExecutive’s performance and the compensation policies of the Company in effectat the time of each such review. The Base Salary shall be

 

prorated for the first calendar year of employment and for any other year inwhich Executive is not employed by the Company for the entire year based on theportion of the year in which Executive is employed on a full-time basis by the Company.
             3.2     **Bonus**. Executive will be eligible to participate in any bonusplan established by the Compensation Committee of the Board (the “CompensationCommittee”) and generally applicable to officers of the Company, for periodsbeginning on or after July 1, 2003. Payment of a bonus under any such plan willbe contingent on achieving such targets and levels of performance as may bespecified by the Compensation Committee. Such targets and levels of performancemay be specified for individuals or groups of individuals, by department and/oron a company-wide basis. Bonus payments for any applicable plan will be madeon at least an annual basis, subject to prior approval by the CompensationCommittee. The target bonus for Executive for the Company’s fiscal year 2003,which shall be based on achieving 100% of the targets and levels of performanceestablished by the Compensation Committee, will be $60,000 for a full calendaryear, less applicable withholding, prorated based on the portion of the year inwhich Executive is employed by the Company. To receive a bonus for any period,except as specifically provided in section 4.7, the Executive must be employedby the Company on a full-time basis as of the last business day of the periodfor which the bonus is paid.
             3.3     **Stock Options**. Upon and subject to approval by the Board ofDirectors of the Company or its Compensation Committee, Executive will receivea stock option grant under the Company’s 1997 Equity Incentive Plan (the“Plan”) to acquire 50,000 shares of Company Common Stock at an exercise priceequal to the fair market value per share at date of grant, which will beExecutive’s first day of employment hereunder (which for administrativepurposes is the closing price on the last business day preceding the date ofgrant). The stock options will vest and become exercisable at the rate ofone-forty eighth per month at the end of each month of employment. The optionswill have a 10-year term and be subject to the other terms and conditions ofthe Plan and the standard form of stock option grant agreement thereunder. Thestock option will be an incentive stock option under Section 422 of theInternal Revenue Code of 1986, as amended, (“Code”) to the maximum extentpermitted by the law and the Plan; any remaining portion of the stock optionwill be treated as a Non-Statutory Stock Option.
             3.4     **Participation in Benefit Plans**. The Executive shall bepermitted during the Term, to the extent eligible, to participate in any grouplife, medical, dental, vision, or disability insurance plans, accidental deathand dismemberment plan, 401(k) plan, or similar benefit plans of the Companywhich may be available generally to other senior executives of the Company, butnothing herein shall prevent the Company from changing such benefits from timeto time.
             3.5     **Paid Time Off**. The Executive shall accrue and may use paidtime off (“PTO”) in accordance with the Company’s policies. PTO accruing inthe first calendar year of employment and in any other year in which Executiveis not employed by the Company for the entire year shall be prorated based onthe portion of the year in which Executive is employed by the Company.
             3.6     **Holidays**. The Executive shall be eligible for holidays inaccordance with the Company’s policy and schedule.
             3.7     **Expenses**. In accordance with the Company’s policies, theExecutive will be reimbursed for all ordinary, necessary and reasonablebusiness expenses (including, without limitation, travel, meetings, dues,subscriptions, fees, educational expenses, and expenses incurred for operationof mobile telephones,) actually incurred or paid by the Executive during theTerm in the proper performance of the Executive’s services under thisAgreement, upon presentation of expense statements or vouchers or such othersupporting information as the Board may reasonably require.
             3.8     **Tax/Financial Planning**. The Executive shall be reimbursed inan amount not in excess of $5,000 in the aggregate per year for tax returnpreparation and certain financial planning advice in accordance with theCompany’s policies.
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             3.9.     **Change of Control**. If so designated by the Board, theExecutive shall be included in the Company’s Executive Severance Plan (the“Change-of-Control Severance Plan”), which may provide certain benefits if theExecutive’s employment is terminated as a result of a change in control of the Company.
             3.10    **Withholding**. The Company is authorized to withhold from theamount of any Base Salary and bonuses and any other payments or benefits paidor provided to or for the benefit of the Executive, all sums authorized by theExecutive 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 beterminated as provided in this Section 4.
             4.2     **Termination Upon Mutual Agreement**. The Company and theExecutive may, by mutual written agreement, terminate this Agreement and/or theemployment of the Executive at any time.
             4.3     **Death or Disability of Executive**.
             (a)     The employment of the Executive hereunder shall terminate upon (i) thedeath of the Executive, and (ii) at the option of the Company upon not lessthan thirty (30) days prior written notice to the Executive or his personalrepresentative or guardian, if the Executive suffers a Total Disability (asdefined in **Section 4.3(b)**below).
             (b)     For purposes of this Agreement, “Total Disability” shall mean (i) ifthe Executive is subject to a legal decree of incompetency (the date of suchdecree being deemed the date on which such disability occurred), or (ii) thewritten determination by a physician selected by the Company that, because of amedically determinable disease, injury or other physical or mental disability,the Executive is substantially unable to perform his essential duties, withoutreasonable accommodation, and that such disability has lasted for theimmediately preceding ninety (90) days and is, as of the date of determination,reasonably expected to last an additional ninety (90) days or longer after thedate of determination. If requested by the Company, Executive agrees to appearat a medical examination by a physician selected by the Company and to furnishto such physician such medical information as is needed for a determinationunder this **Section 4.3(b)**. Nothing in this provision is intended to restrictrights or obligations under the Americans with Disabilities Act or otherapplicable law.
             (c)     Any leave on account of illness or temporary disability which is shortof Total Disability shall not constitute a breach of this Agreement by theExecutive and in no event shall any party be entitled to terminate thisAgreement for Cause (as defined below) due to any such leave. All physiciansselected hereunder shall be Board certified in the specialty most closelyrelated to the nature of the disability alleged to exist.
             4.4     **Termination For Cause**. The Company may, upon action of theBoard, and upon written notice to the Executive specifying in reasonable detailthe reason therefore, terminate the employment of the Executive at any time forCause (as defined in Attachment A); provided, however, that if the reason fortermination for Cause is susceptible of cure as determined by the Company, theExecutive shall have a period of fifteen (15) business days after such writtennotice to effect a cure satisfactory to the Company.
             4.5     **Termination Without Cause**. The Company may also terminate theemployment of the Executive without Cause upon 30 days advance written noticeto the Executive, which termination shall
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constitute a “Termination Without Cause”. Termination without Cause shall notinclude a termination due to death or Total Disability.
             4.6     **Termination by Executive**. The Executive may resign (andthereby terminate his employment under this Agreement) at any time, by givingthe Company not less than thirty (30) days’ prior written notice to theCompany, but the Company after receipt of such notice, may waive all or part ofsuch notice period.
             4.7     **Payments Upon Termination**.
             (a)     (i)     If Executive’s employment is terminated by the Company withoutCause, the Company shall pay the Executive six (6) months Base Salary.Notwithstanding anything to the contrary above, in the event of a change ofcontrol of the Company, if the Executive is eligible for and has met theconditions for receiving cash severance benefits under the Change-of-ControlSeverance Plan, then the provisions set forth in such plan shall apply in lieuof payments under this **subsection (i)**.
                       ii)      The Company shall have no further liability to the Executive pursuantto this Agreement, in the event of termination by the Company in a TerminationWithout Cause or a termination by the Executive except as set forth in this**Section 4.7(a)**, including, without limitation, any liability to pay theExecutive any severance, bonus or any other compensation.
                       iii)      The Company also waives, releases and remises (A) any obligation orduty under applicable law on the part of the Executive to seek or obtain otherengagements or employment or to otherwise mitigate any damages to which theExecutive may be entitled by reason of any termination of this Agreement; and(B) any right in or claim to any remuneration or compensation received byExecutive pursuant to any engagements or employment subsequent to thetermination of this Agreement. Any payments made under this **Section 4.7(a)**orthe Change-of-Control Severance Plan may be conditioned upon execution byExecutive of a release of claims arising from or connected with his employmentin such form as may be specified by the Company (excluding from any suchrelease any rights Executive may have to indemnification or insurance coveragewith respect to his actions while employed by the Company under Directors andofficers or other insurance maintained by the Company or under the Company’sindemnification policies and applicable law concerning indemnification).
             (b)     If the Executive’s employment is terminated (i) by the Company forCause, or (ii) by the Executive, then the Company shall have no duty to makeany payments or provide any benefits to the Executive pursuant to thisAgreement other than payment of the amount of the Executive’s Base Salary andbenefits accrued through the date of termination of his employment.
             (c)     Upon termination of Executive’s employment for death or TotalDisability, the Company shall pay to the Executive, or to his guardian orpersonal representative, as the case may be, in addition to any insurance ordisability benefits to which he may be entitled under applicable insurance andbenefit programs contemplated by Section 3.4 and then in effect, all amountsaccrued or vested prior to such termination; provided, however, if cashseverance benefits are payable under the Change-of-Control Severance Plan as aresult of such termination, then the provisions set forth in such plan shallapply in lieu of the foregoing. The Company shall have no further liability tothe Executive, guardian or personal representative pursuant to this Agreement,including, without limitation, any liability to pay the Executive, guardian orpersonal representative any severance, bonus or any other compensation.
             4.8     **No Disparaging Comments Upon Termination.**
     Upon termination of this Agreement and thereafter, the Executive shallrefrain from making any disparaging remarks about the businesses, services,products, stockholders, officers, directors or other personnel of the GLGCGroup.
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     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 engagedin the Business as described in this Agreement; (ii) his employment pursuant tothis Agreement will give him access to customers and suppliersof the GLGC Group; (iii) his employment will give him access to confidentialinformation and other trade secrets concerning the GLGC Group’s products,services and the Business and (iv) the agreements and covenants contained inthis **Section 5**are essential to protect the business and goodwill of the GLGCGroup. To induce the Company to enter into this Agreement and pay thecompensation and other benefits at the levels requested by the Executive, theExecutive enters into the following covenants:
             5.2     **Definitions**.
             (a)     “Business” for purposes of this Article 5 shall mean the provision bythe GLGC Group of genomic information and bioinformatics products and servicesand pre-clinical testing and clinical trial services to the pharmaceutical andbiotechnology industry. The Business includes biosample collection, handlingand processing, genomic data production, and data management and softwaresystems development, to create a broad range of gene expression-basedinformation solutions that facilitate the drug discovery and developmentprocess, as well as pre-clinical testing and clinical trial management and anyother products and services offered from time to time by the GLGC Group asdescribed in its annual and quarterly reports filed with the Securities andExchange Commission.
             (b)     “GLGC Group” for purposes of this **Article 5**shall include theCompany, and all of its wholly or majority owned subsidiaries and affiliatesand successors and assigns of any of the foregoing.
             (c)     “Business Contact” shall mean any (i) customer which haspurchased goods or services provided by the GLGC Group during the Term, (ii)prospective customer whom the Executive or persons working for or directly withthe Executive has contacted during the Term for the purpose of endeavoring tosell 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 2hereof
             5.3     **Restrictive Covenants**.
                       5.3.1  **Restrictions**. During the Term and for a period of two (2)years after the date (the “Termination Date”) the Executive’s employmenthereunder is terminated (the “Restricted Period”) regardless of whether suchtermination is voluntary or involuntary, with or without Cause or byresignation, the Executive shall not, directly or indirectly, for himself or onbehalf of any other person, firm, corporation or other entity, whether as aprincipal, agent, employee, stockholder, partner, officer, member, adviser,consultant, director, sole proprietor, or otherwise:
             (a)     call upon or solicit any Business Contact for the purpose ofpersuading the Business Contact to engage the Executive or any other person,firm, corporation or other entity to provide goods or services which are thesame as or similar to those the GLGC Group provided or proposed to provide tothe Business Contact or to engage the Business Contact to provide goods orservices which are the same as or similar to those the Business Contactprovided to the GLGC Group to any other person, firm, corporation or otherentity;
             (b)     solicit, participate in or promote the solicitation of any person whowas employed by the GLGC Group at any time during the twelve (12) monthspreceding the Termination Date to leave the employ of the GLGC Group, or hireor engage or assist anyone to hire or engage any of those persons;
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             (c)     make any disparaging remarks about the GLGC Group’s business, servicesor personnel;
             (d)     interfere in any way with the GLGC Group’s business, prospects orpersonnel; or
             (e)     render services (other than services unrelated to the Business) to, orbecome affiliated with, any person, company or other entity engaged in anybusiness that competes with the Business within the Service Area, directly orindirectly, in any capacity; provided, however, that the Executive may own,directly or indirectly, solely as an investment, securities which are publiclytraded if the Executive (a) is not a controlling person of, or a member of agroup which controls, the issuer and (b) does not, directly or indirectly, own5% or more of any class of securities of the issuer.
             5.3.2  **Severability of Covenants**. The Executive acknowledges andagrees that the Restrictive Covenants are reasonable and valid in geographicaland temporal scope and in all respects. If any court determines that any ofthe Restrictive Covenants, or any part thereof, is invalid or unenforceable,the remainder of the Restrictive Covenants shall not thereby be affected andshall be given full effect, without regard to the invalid portions.
             5.3.3  **Blue-Penciling**. If any court determines that any of theRestrictive Covenants, or any part thereof, is unenforceable because of theduration or geographic scope of such provision, such court shall have the powerto reduce the duration or scope of such provision, as the case may be, and, inits reduced form, such provision shall then be enforceable and shall beenforced. If any such court declines to so revise such covenant, the partiesagree to negotiate in good faith a modification that will make such duration orscope enforceable.
             5.4     **Rights and Remedies Upon Breach**. If the Executive breaches, orthreatens to commit a breach of, any of the provisions of **Section 5.3**(the“Restrictive Covenants”), the Company shall, in addition to its rightimmediately to terminate this Agreement for Cause, have the right and remedy(which right and remedy shall be independent of others and severallyenforceable, and which shall be in addition to, and not in lieu of, any otherrights and remedies available to the Company under law or in equity) to havethe Restrictive Covenants specifically enforced by any court havingjurisdiction, it being acknowledged and agreed that any such breach orthreatened breach could cause irreparable injury to the Company and that moneydamages may not provide an adequate remedy to the Company.
     6.     **Representations of Executive**. The Executive represents andwarrants that: (a) his employment by the Company will not (i) violate anynon-disclosure agreements, covenants against competition, or other restrictivecovenants or agreements made by the Executive with, to or for the benefit ofany previous employer or partner, or (ii) violate or constitute a breach ordefault under, any statute, law, judgment, order, decree, writ, injunction,deed, instrument, contract, lease, license or permit to which the Executive isa party or by which the Executive is bound; (a) there is no litigation,proceeding or investigation of any nature (either civil or criminal) which ispending or, to the best of the Executive’s knowledge, threatened against oraffecting the Executive or which would adversely affect his ability tosubstantially perform the duties herein; and (b) he has received or been giventhe opportunity to review the provisions of this Agreement, and the meaning andeffect of each provision, with independent legal counsel of the Executive’schoosing.
     7.     **Confidentiality and Proprietary Inventions Agreement**. As acondition to his employment by the Company, the Executive agrees to enter intoand be bound by the provisions set forth in the Company’s ProprietaryInformation and Inventions Agreement, which is expressly incorporated byreference hereto.
     8.     **Dispute Resolution**.
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             8.1     **Arbitration Policy**. Subject to the Company’s right to seekinjunctive or other equitable relief as specified in Section 5.4 of thisAgreement or in the Proprietary Information and Inventions Agreement, theParties agree that arbitration is the required and exclusive forum for theresolution of any and all disputes between them, including claims arising understatute, common law, or this Agreement. This mandatory arbitration provisionincludes without limitation any claims or actions under Title VII of the CivilRights Act of 1964, the Civil Rights Act of 1866 (“Section 1981”), theAmericans with Disabilities Act, the Family and Medical Leave Act, the AgeDiscrimination in Employment Act, the Fair Labor Standards Act, the Equal PayAct, the Employee Retirement Income Security Act, and any otherfederal, state or local statute, law or regulation regarding employment,employment discrimination, terms and conditions of employment, compensation ortermination of employment. This mandatory arbitration provision includes anydispute between the Executive and the Company or its parents, subsidiaries andaffiliates, and its and their current and former officers, directors, employeesand agents.
     Any covered dispute must be submitted to arbitration in accordance withthe National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association. Any such arbitration will be conducted in MontgomeryCounty, Maryland, and will be decided in accordance with and determined by thelaws of the State of Maryland and/or applicable federal law. The Executivespecifically agrees that the Company may seek specific performance of thisprovision, as well as other injunctive relief, from the state or federal courtsin Maryland. The arbitrator shall not have the authority to award punitivedamages, costs or attorneys’ fees to either Party except where expresslyprovided for by the applicable law.
     Except as otherwise provided by applicable law, the administrative costsof the arbitration (filing fees, cost for the arbitration site, other AAA fees,arbitrator’s fee) shall be divided equally between the parties. The fees andexpenses of any witness shall be paid by the Party requiring the presence ofsuch witness. Each Party shall bear its own costs and expenses in all otherrespects. The resolution of any dispute achieved through such arbitrationshall be final and binding and enforceable by a court of competentjurisdiction.
             8.2     **No Jury Trial**. NEITHER PARTY SHALL ELECT A TRIAL BY JURY INANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAYCONNECTED WITH THIS AGREEMENT.
             8.3     **Personal Jurisdiction**. Both parties agree to submit to thejurisdiction and venue of the state courts in Montgomery County, Maryland as tomatters involving enforcement of this Agreement, including any award under anarbitration proceeding.
     9.     **Other Provisions**.
             9.1     **Notices**. Any notice or other communication required or whichmay be given hereunder shall be in writing and shall be delivered personally,telegraphed, telexed, sent by facsimile transmission, sent by nationallyrecognized overnight courier service such as FedEx or UPS or sent by certified,registered or express mail, postage paid, and shall be deemed given when sodelivered personally, telegraphed, telexed or sent by facsimile transmissionor, if sent by courier on the second business after delivery by the courierservice or, if mailed, four days after the date of mailing, as follows: (a)     if to the Company, to: Gene Logic, Inc.610 Professional DriveGaithersburg, MD 20879Attention: Chief Executive Officer with copies to:
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 Ariel Vannier, EsquireVenable, Baetjer, Howard and Civiletti, LLP575 7th Street, NWWashington, DC 20004 (b)     if to the Executive, to: Robert Proulx14509 Cervantes AveDarnestown, MD 20874
             Any party may by notice given in accordance with this Section to the otherparty designate another address or person for receipt of notices hereunder.
             9.2     **Entire Agreement**. This Agreement contains the entire agreementbetween the parties with respect to the subject matter hereof and supersedesall prior agreements and understandings, written or oral, with respect thereto.
             9.3     **Waivers and Amendments**. This Agreement may be amended,modified, superseded, canceled, renewed or extended, and the terms andconditions hereof may be waived, only by a written instrument signed by theExecutive 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. Nodelay on the part of any party in exercising any right, power or privilegehereunder shall operate as a waiver thereof, nor shall any waiver on the partof any party of any right, power or privilege hereunder, nor any single orpartial exercise of any right, power or privilege hereunder, preclude any otheror further exercise thereof or the exercise of any other right, power orprivilege hereunder.
             9.4     **Governing Law**. This Agreement has been negotiated and is to beperformed in the State of Maryland, and shall be governed and construed inaccordance with the laws of the State of Maryland applicable to agreements madeand to be performed entirely within such State.
             9.5     **Counterparts**. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.
             9.6     **Confidentiality**. Neither party shall disclose the contents ofthis Agreement to any person, firm or entity, except the agents orrepresentatives of the parties, or except as required by law.
             *9.7*     **Word Forms**. Whenever used herein, the singular shall includethe plural and the plural shall include the singular. The use of any gender ortense shall include all genders and tenses.
             9.8     **Headings**. The Section headings have been included forconvenience only, are not part of this Agreement, and are not to be used tointerpret any provision hereof.
             9.9     **Binding Effect and Benefit**. This Agreement shall be bindingupon and inure to the benefit of the parties, their successors, heirs, personalrepresentatives and other legal representatives. This Agreement may beassigned by the Company to any entity that buys substantially all of theCompany’s assets or to any affiliate of the Company with the consent of theExecutive that shall not be unreasonably withheld. However, the Executive maynot assign this Agreement without the prior written consent of the Company.
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             9.10    **Separability**. The covenants contained in this Agreement areseparable, and if any court of competent jurisdiction declares any of them tobe invalid or unenforceable, that declaration of invalidity or unenforceabilityshall 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 executedthis Agreement as of the day and year first above written.                                   GENE LOGIC INC.  ____________