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CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.800(b)(4), 200.83
and 240.24b-2


                                                                   EXHIBIT 10.66


                              SETTLEMENT AGREEMENT

1.       INTRODUCTION OF THE PARTIES

         This agreement (the "Agreement") is made as of June 16, 2000 (the
         "Effective Date") by and between:

         1.1.     Gene Logic Inc., a Delaware corporation,
                  having its registered office at 708 Quince Orchard Road,
                  Gaithersburg, Maryland 20878,
                  United States of America,
                  (hereinafter referred to as "Gene Logic")

                  and

         1.2.     Aventis CropScience GmbH, a corporation duly organized under
                  the laws of Germany,
                  having its registered office at Industriepark Hochst - K 607,
                  Briiningstrasse 50,
                  65926 Frankfurt am Main,
                  Germany,
                  (hereinafter referred to as "Aventis")

         The foregoing companies may be referred to individually as a "Party" or
         collectively as the "Parties".

2.       PREAMBLE

         WHEREAS Gene Logic and Aventis (formerly Hoechst Schering AgrEvo GmbH)
         have entered on June 30, 1998 into a collaborative effort (the
         "Collaboration Agreement") directed towards the development of a
         Research Database (as defined in the Collaboration Agreement) for
         identification of genetic targets for the development and
         commercialization of Agricultural Products (as defined in the
         Collaboration Agreement);

         WHEREAS, the Parties wish to terminate the Collaboration Agreement by
         mutual agreement on the terms and subject to the conditions set forth
         in this Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
         mutual promises covenants and conditions contained herein, the
         sufficiency and adequacy of such consideration being hereby
         acknowledged, and in settlement of all disputes that have arisen
         between the Parties in relation to the Collaboration Agreement, it is
         hereby agreed as follows:

3.       TERMINATION OF THE COLLABORATION AGREEMENT

         The Parties mutually agree to terminate the Collaboration Agreement as
         of the Effective Date under the following conditions:


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3.1.     Aventis pays Gene Logic an amount of [***] at the latest on June 30,
         2000 provided that Aventis has received all the Samples, protocols and
         data described in Section 3.6 by that date.

3.2.     No other payments, fees or financial support will be due by Aventis to
         Gene Logic arising under or related to the Collaboration Agreement or
         its termination under this Agreement;

3.3.     Aventis waives its rights to maintain an exclusive license to the
         Research Database following the termination of the Collaboration
         Agreement;

3.4.     Aventis is released from the reporting obligation set forth in Section
         5.7 of the Collaboration Agreement on the fifth (5th) anniversary of
         the Effective Date of this Agreement;

3.5.     Aventis shall discontinue use of the Gene Logic Software and the
         Research Database and shall (i) cooperate with Gene Logic to terminate
         the encrypted link to Gene Logic's computer system and (ii) promptly
         deliver to Gene Logic copies of the Gene Logic Software;

3.6.     Gene Logic shall discontinue use of Samples and related experimental
         protocols provided to Gene Logic by Aventis and shall promptly return
         such Samples, cored READS fragments that have been sequenced and clones
         thereof and protocols as well as all data (meaning in this context all
         [***], all information under the following [***] to Aventis. All
         Samples, protocols and data will be shipped to Aventis and also
         transferred on CDs at the latest on June 30, 2000.

         The cored READS fragments that have been sequenced and the clones
         thereof will be shipped to AVENTIS as soon as possible but in no event
         later than thirty (30) days form the Effective Date. In addition, Gene
         Logic will present the cored READS fragments coded with the READS
         Fragment ID number as set forth in the aforesaid data.

4.       EFFECT OF THE SETTLEMENT

         The Parties acknowledge and agree that this Agreement is intended as a
         compromise of all disputes between the Parties. This Agreement shall
         not be construed as an admission with, respect to any issue or dispute
         among the Parties in connection with the Collaboration Agreement or its
         termination under this Agreement.


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*** CONFIDENTIAL TREATMENT REQUESTED

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5.       PRESS RELEASE

         The Parties agree that a press release announcing the termination of
         the Collaboration Agreement will be prepared by Gene Logic and will be
         subject to the approval of Aventis, which approval will not
         unreasonably be withheld.

6.       GENERAL PROVISIONS

         6.1      Notices

                  Any notice or other communication required or permitted to be
                  given by any Party under this Agreement shall be given in
                  writing and shall be (i) personally delivered, (ii) delivered
                  by a nationally recognized overnight courier, or (iii)
                  delivered by certified mail, postage prepaid, return receipt
                  requested or (iv) delivered by facsimile, with receipt
                  confirmed, to the Party at the address set forth below for
                  such Party:

<TABLE>
                <S>                               <C>
                  To Aventis:                      To Gene Logic:
                  Aventis CropScience GmbH         Gene Logic Inc.
                  Industriepark Hochst - K607      708 Quince Orchard Road
                  Bruningstrasse 50                Gaithersburg, Maryland 20878
                  D 65926 Frankfurt am Main        United States of America
                  Attention: General Counsel       Attention: President
                  Facsimile 49-69-305-834-54       Facsimile: 1-301-987-1701

                  With a copy to:
                  Aventis CropScience N.V.
                  Jozef Plateaustraat 22
                  B 9000 Gent
                  Belgium
                  Attention: General Counsel
                  Facsimile: 32-9-235-84-76
</TABLE>

                  or to such other address as to which the Party has given
                  written notice Thereof. Such notices shall be deemed given
                  upon receipt.

         6.2      Use of Names

                  Except as expressly provided in this Agreement, no Party shall
                  use the name of the other Party in any promotional materials
                  or advertising without the prior written consent of the other
                  Party.

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         6.3      Headings

                  The headings appearing herein have been inserted solely for
                  the convenience of the Parties hereto and shall not affect the
                  construction, meaning or interpretation of this Agreement or
                  any of its terms and conditions.

         6.4      Entire Agreement

                  This Agreement constitutes the entire understanding of between
                  the Parties with respect to the subject matter contained
                  herein and supersedes any and all prior agreements,
                  understandings and arrangements whether oral or written
                  between the Parties relating to the subject matter hereof,
                  except the Collaboration Agreement as amended and terminated
                  by this Agreement.

         6.5      Amendments

                  Except as otherwise specifically provided in this Agreement,
                  no conditions, usage of trade, course of dealing or
                  performance, understanding or agreement purporting to modify,
                  vary, explain or supplement the terms or conditions of this
                  Agreement shall be binding unless hereafter made in writing
                  and signed by the Party to be bound and no modification shall
                  be effected by the acknowledgment or acceptance of documents
                  containing terms or conditions at variance with or in addition
                  to those set forth in this Agreement.

         6.6      Waiver

                  No waiver by any Party with respect to any breach or default
                  or of any right or remedy and no course of dealing or
                  performance shall be deemed to constitute a continuing waiver
                  of any other breach or default or of any right or remedy,
                  unless such waiver be expressed in writing signed by the Party
                  to be bound. Failure of a Party to exercise any right shall
                  not be deemed a waiver of such right or rights in the future.

         6.7      Counterparts

                  This Agreement may be executed in several counterparts, each
                  of which shall be deemed to be an original, all of which
                  together shall be deemed to be one and the same instrument.



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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
duplicate by their duly authorized representatives as of the dale set forth
above.

Gene Logic Inc.                                      Aventis CropScience GmbH


  /s/ Philip L. Rohrer, Jr.                           /s/ Peter Henkel
------------------------------------                 -------------------------
By:  Philip L. Rohrer, Jr.                           By: Peter Henkel
Title: CFO                                           Title: CEO


                                                      /s/ Gunther Falcke
                                                     -------------------------
                                                     By: Gunther Falcke
                                                     Title: General Counsel



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