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

                                                                   EXHIBIT 10.65

                             SECOND AMENDMENT TO THE

              GENOMIC DATABASE COLLABORATION AND LICENSE AGREEMENT

In consideration for the mutual promises, covenants and conditions contained
herein, by signing below, GENE LOGIC INC. ("Gene Logic") and PROCTER & GAMBLE
PHARMACEUTICALS, INC. ("P&GP") agree to amend the Genomic Database Collaboration
and License Agreement, dated as of December 30, 1998, between Gene Logic and
P&GP (the "Collaboration Agreement") as follows:

1.       All capitalized terms used herein and not defined herein shall have the
         meanings given such terms in the Collaboration Agreement.

2.       Pursuant to Section 2.6, P&GP elects to select [***] Gene Products from
         the Research Program in [***] as Gene Targets for the consideration of
         [***] per Gene Product as provided in Section 8.4. [***] of such Gene
         Products will be identified within 30 days of the date of signature of
         this amendment, and the remaining [***] Gene Products will be
         identified within a reasonable time thereafter. P&GP shall pay Gene
         Logic a total of [***] for such [***] Gene Products selected as Gene
         Targets by wire transfer prior to June 30, 2000.

3.       Pursuant to Section 2.5, P&GP and Gene Logic agree that the Research
         Program in [***] is terminated as of June 30, 2000. Accordingly,
         Section 2.1 is amended insofar as collaborative work going forward will
         be directed towards the [***] Program. Additionally, Section 2.2 is
         amended to provide that with respect to the portion of the Research
         Term commencing on July 1, 2000, the research support at Gene Logic
         shall not be fewer than [***] Scientific FTEs and those Scientific FTEs
         will be assigned to work in the area of [***]. Consistent with this
         amendment, pursuant to Section 8.3(a), the Research Plan for the
         collaboration is hereby amended to reflect the decrease from [***] to
         [***] FTEs to be supported by P&GP.

4.       P&GP and Gene Logic agree that the technology access and database fee
         under Section 8.2(b) for the period from July 1, 2000 through December
         31, 2001, which fee shall be paid on December 30, 2001, shall be
         reduced to [***]. Nothing herein is intended to modify the amount due
         under Section 8.2(a), which fee shall be paid on June 30, 2000.

5.       Except as expressly amended herein, the Collaboration Agreement remains
         in full force and effect.

The parties hereby agree to the above stated amendment.

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GENE LOGIC INC.                                      PROCTER & GAMBLE PHARMACEUTICALS, INC.

By:  /s/ Mark D. Gessler                             By:  /s/ Bruce L. Byrnes
     ---------------------------------------              ---------------------------------------------------------

Printed Name:  Mark D. Gessler                       Printed Name:   Bruce L. Byrnes
              ------------------------------                        -----------------------------------------------

Title:  President and CEO                            Title:  President, Global Health Care & Corporate New Ventures
        ------------------------------------                -------------------------------------------------------

Date: June 28, 2000                                  Date: June 29, 2000
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[***] CONFIDENTIAL TREATMENT REQUESTED