<PAGE>   1

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

                    GENEEXPRESS(TM) PRODUCT ACCESS AGREEMENT

                                     BETWEEN

                                 GENE LOGIC INC.

                                       AND

                      NEURALSTEM BIOPHARMACEUTICALS, LTD.

                           DATED AS OF MARCH 27, 2000


<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE

<S>      <C>                                                               <C>
1.       DEFINITIONS..........................................................1
         1.1      "Affiliate".................................................1
         1.2      "Base Information"..........................................2
         1.3      "cDNA"......................................................2
         1.4      "Control"...................................................2
         1.5      "Effective Date"............................................2
         1.6      "GeneExpress(TM) Product"...................................2
         1.7      "GeneExpress(TM) Data Warehouse"............................2
         1.8      "Gene Logic Software".......................................2
         1.9      "Gene Logic Technology".....................................2
         1.10     "Gene Products".............................................2
         1.11     "Gene Target"...............................................3
         1.12     "Improvement"...............................................3
         1.13     "NSBExpress Data Mart"......................................3
         1.14     "Patent Rights".............................................3
         1.15     "Program Inventions"........................................3
         1.16     "Raw Data"..................................................3
         1.17     "Samples"...................................................3
         1.18     "STEMExpress Data Mart".....................................3
         1.19     "Term"......................................................3
         1.20     "Therapeutic Products"......................................4
         1.21     "Third Party"...............................................4
         1.22     "Update"....................................................4
2.       GENEEXPRESS(TM) PRODUCT ACCESS AND SAMPLE PROVISION..................4
         2.1      Access to the GeneExpress(TM) Product.......................4
         2.2      Personnel and Resources.....................................4
         2.3      GeneExpress(TM) Updates.....................................4
         2.4      Provision of [***]..........................................4
         2.5      Support and Training........................................4
</TABLE>


                                       i.      *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>   3
                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                           PAGE

<S>      <C>                                                               <C>
         2.6      Customization...............................................5
         2.7      Sample Provision............................................5
         2.8      [***].......................................................5
         2.9      Research Plan...............................................5
3.       MANAGEMENT...........................................................5
         3.1      Alliance Directors..........................................5
         3.2      Dispute Resolution..........................................6
4.       OWNERSHIP AND PURSUIT OF PATENTS AND OTHER RIGHTS AND INVENTIONS.....6
         4.1      Ownership of Inventions.....................................6
         4.2      Ownership of Gene Logic Technology..........................6
         4.3      Pursuit of Intellectual Property Rights.....................6
         4.4      Cooperation and Communication...............................7
         4.5      Infringement by Third Parties...............................7
         4.6      Allegations of Infringement of Third Party Rights...........8
5.       LICENSES.............................................................9
         5.1      Licenses to Gene Logic from NeuralStem......................9
         5.2      License to NeuralStem from Gene Logic......................10
6.       PAYMENTS............................................................10
         6.1      GeneExpress(TM) Product Access Fees........................10
         6.2      Sample Acquisition Fee.....................................10
         6.3      Method of Payment..........................................11
7.       CONFIDENTIALITY AND SECURITY........................................11
         7.1      Security of GeneExpress(TM) Product and Gene
                         Logic Software......................................11
         7.2      Confidentiality............................................11
         7.3      Permitted Disclosures......................................12
         7.4      Publicity..................................................13
         7.5      Publication................................................13
8.       REPRESENTATIONS AND WARRANTIES......................................13
         8.1      Legal Authority............................................13
</TABLE>

                                             * CONFIDENTIAL TREATMENT REQUESTED

                                       ii.
<PAGE>   4
                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                           PAGE

<S>      <C>                                                               <C>
         8.2      Valid Licenses.............................................13
         8.3      No Conflicts...............................................14
         8.4      Samples....................................................14
         8.5      GeneExpress(TM) Product....................................14
         8.6      Representation by Legal Counsel............................14
         8.7      Disclaimer.................................................14
9.       TERM AND TERMINATION................................................15
         9.1      Term.......................................................15
         9.2      Termination by Gene Logic..................................15
         9.3      Termination for Breach.....................................15
         9.4      Effect of Bankruptcy.......................................15
         9.5      Remedies...................................................16
10.      INDEMNIFICATION AND INSURANCE.......................................16
         10.1     Indemnification by NeuralStem..............................16
         10.2     Indemnification by Gene Logic..............................16
         10.3     Conditions to Indemnification..............................16
         10.4     Settlements................................................17
11.      GENERAL PROVISIONS..................................................17
         11.1     Assignment.................................................17
         11.2     Non-Waiver.................................................17
         11.3     Governing Law..............................................17
         11.4     Partial Invalidity.........................................17
         11.5     Notice.....................................................18
         11.6     Headings...................................................18
         11.7     No Implied Licenses........................................18
         11.8     Force Majeure..............................................18
         11.9     Survival...................................................18
         11.10    Entire Agreement...........................................18
         11.11    Amendments.................................................19
</TABLE>


                                      iii.
<PAGE>   5

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                           PAGE
         <S>      <C>                                                      <C>

         11.12    Independent Contractors....................................19
         11.13    Counterparts...............................................19
</TABLE>


                                      iv.

<PAGE>   6

                    GENEEXPRESS(TM) PRODUCT ACCESS AGREEMENT

         THIS GENEEXPRESS(TM) PRODUCT ACCESS AGREEMENT ("Agreement") is made as
of March 27, 2000, ("Effective Date") by and between GENE LOGIC INC., a Delaware
corporation ("Gene Logic"), having an office at 708 Quince Orchard Road,
Gaithersburg, Maryland 20878 and NEURALSTEM BIOPHARMACEUTICALS, LTD., a Maryland
corporation, ("NeuralStem"), having an office at 387 Technology Drive, College
Park, MD. Gene Logic and NeuralStem may each be referred to herein individually
as a "Party" and collectively as the "Parties".

                                   WITNESSETH:

         WHEREAS, Gene Logic has developed technologies and know-how with
respect to high throughput analysis of gene expression and gene regulation for
use in the identification of drug targets for the discovery of pharmaceutical
products;

         WHEREAS, NeuralStem is a company engaged in the development and
commercialization of therapies for neurological disorders;

         WHEREAS, Gene Logic can provide partners with gene expression data and
data analysis tools to effectively allow them to mine these databases which
include both publicly available and proprietary information. NeuralStem would
like to access such information including the analysis of proprietary samples
which it would provide.

         WHEREAS, Gene Logic and NeuralStem wish to enter into this Agreement
to, among other things, provide NeuralStem with non-exclusive access to portions
of the GeneExpress(TM) Data Warehouse. NeuralStem will access the
GeneExpress(TM) Data Warehouse through a subscription (which include software
analysis tools) to the NSBExpress Data Mart (as described in Section 1.13) and
through the purchase of the STEMExpress Data Mart.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises, covenants and conditions contained herein, Gene Logic and
NeuralStem agree as follows

1.       DEFINITIONS

         The following capitalized terms shall have the meanings indicated for
purposes of this Agreement:

         1.1      "AFFILIATE" shall mean any corporation, association or other
entity which directly or indirectly controls, is controlled by or is under
common control with the Party in question. As used in this definition of
"Affiliate," the term "control" shall mean having the power to direct or cause
the direction of the management and policies of an entity, whether through
direct or indirect beneficial ownership of more than 50% of the voting or income
interest in such


                                       1
<PAGE>   7


corporation or other business entity. Notwithstanding the foregoing, for
purposes of this Agreement, the term "Affiliate" shall not include subsidiaries
in which a Party or its Affiliates owns a majority of the ordinary voting power
to elect a majority of the board of directors but is restricted from electing
such majority by contract or otherwise, until such time a such restrictions are
no longer in effect.

         1.2      "BASE INFORMATION" shall mean data and information comprising
(i) gene expression profiles, (ii) nucleotide sequence information, (iii)
protein sequence information and (iv) clinical and other information associated
with tissue and cell samples (including the Samples) and (v) any related
annotated information regarding, for example, the source of the foregoing, their
biological function(s), involvement in any metabolic or regulatory pathway(s),
and relationship to any disease(s) or response to any agent(s).

         1.3      "CDNA" shall mean a DNA copy of a mRNA, including, without
limitation, all cDNA clones and cDNA templates derived from a given gene
transcript and its corresponding coding sequence, including the full length
sequence.

         1.4      "CONTROL" shall mean possession of the ability to grant the
licenses or sublicenses or to make the assignments as provided for herein
without violating the terms of any agreement or other arrangement with any Third
Party.

         1.5      "EFFECTIVE DATE" shall mean the date of this Agreement first
written above.

         1.6      "GENEEXPRESS(TM) PRODUCT" shall mean a product which consists
of the NSBExpress Data Mart and the Gene Logic Software.

         1.7      "GENEEXPRESS(TM) DATA WAREHOUSE" shall mean an organizeD
database architecture containing Base Information but not including Raw Data.

         1.8      "GENE LOGIC SOFTWARE" shall mean software tools for the
visualization, analysis, indexing and mining of data contained in the
GeneExpress(TM) Data Warehouse, controlled by Gene Logic as of the Effective
Date or during the Term.

         1.9      "GENE LOGIC TECHNOLOGY" shall mean: (a) all discoveries,
inventions, information, data, know-how, trade secrets and materials (whether or
not patentable) that are Controlled by Gene Logic as of the Effective Date or at
any time during the Term that relate to: (i) methods and devices for generating
Base Information, (ii) the Gene Logic Software; (iii) the GeneExpress(TM) Data
Warehouse other than the Base Information contained therein; and (b) all Patent
Rights or other intellectual property rights controlled by Gene Logic to the
extent they cover any of the foregoing.

         1.10     "GENE PRODUCTS" shall mean tangible products derived from
utilizing the Base Information contained in the NSBExpress Data Mart, comprising
(i) tangible products embodying gene expression profiles, (ii) tangible products
embodying genes, ESTs, cDNAs, partial cDNAs, DNAs, corresponding full length
cDNAs and associated genomic sequences (iii)


                                       2
<PAGE>   8


proteins (iv) tangible products embodying or which use methods of using the
foregoing based on their biological function(s), involvement in any metabolic or
regulatory pathway(s), relationship to any disease(s) or response to any
agent(s), and (v) commercial products which incorporate the foregoing.

         1.11     "GENE TARGET" shall mean a Gene Product, including the
associated Base Information, that is used as a target for the screening and
optimization of pharmaceutical products.

         1.12     "IMPROVEMENT" shall mean any enhancement or improvement
(whether or patentable) to the Gene Logic Technology that is made by either
Party in the course of using the GeneExpress(TM) Product during the Term.

         1.13     "NSBEXPRESS DATA MART" shall mean a database containing that
[***] of the [***] contained in the GeneExpress(TM) Data Warehouse which is
[***] and includes the [***] derived from the [***]. The NSBExpress Data Mart
does not include the [***].

         1.14     "PATENT RIGHTS" shall mean all rights associated with all
United States and foreign patents (including all reissues, extensions,
confirmations, registrations, re-examinations, and inventor's certificates) and
patent applications (including, without limitation, all substitutions,
continuations, continuations-in-part and divisionals thereof).

         1.15     "PROGRAM INVENTIONS" shall mean any invention or discovery
that is or may be patentable under the laws of the United States or other
countries, and that is conceived or reduced to practice by either Party in the
course of using the GeneExpress(TM) Products during the Term.

         1.16     "RAW DATA" shall mean the unanalyzed and unmodified data
generated directly from analysis of the Samples over GeneChips(TM) by Gene
Logic, including dat, cel, and chp files.

         1.17     "SAMPLES" shall mean treated and untreated cell extracts
including the necessary material to create cDNA libraries and other materials to
allow for gene-based research supplied by NeuralStem. The Samples to be provided
for the first year of the Term are enumerated in Schedule 1.17.

         1.18     "STEMEXPRESS DATA MART" shall mean a database containing a
subset of the Base Information contained in the GeneExpress(TM) Data Warehouse
associated with untreated, (i) diseased and normal human tissues, (ii) research
cell lines and (iii) animal model systems, such as mouse and rat, [***]. The
rights and obligations of the Parties with respect to the STEMExpress Data Mart
are the subject of a separate STEMExpress Data Mart Asset Purchase Agreement
dated March 27, 2000.

         1.19     "TERM" shall mean the period commencing on the Effective Date
and continuing until the [***] anniversary of the Effective Date unless
terminated earlier as set forth herein.


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       3
<PAGE>   9



         1.20     "THERAPEUTIC PRODUCTS" shall mean Gene Products that are
directly used for the therapeutic or prophylactic treatment of diseases or
disorders in humans or animals, including, without limitation, cell therapy,
gene therapy, antisense therapy and protein replacement therapy.

         1.21     "THIRD PARTY" shall mean any party other than NeuralStem or
Gene Logic or an Affiliate of NeuralStem or Gene Logic.

         1.22     "UPDATE" shall mean (i) incorporating any bug fixes and
patches required to remedy any errors in, and any changes adding or improving
the functionality of, the Gene Logic Software (the incorporation timing to be
the sole discretion of Gene Logic), and (ii) changes in the NSBExpress Data Mart
including adding or correcting Base Information. Updates during the first year
of the Term include both [***] and [***]. Updates during the second and
subsequent years of the Term [***].

2.       GENEEXPRESS(TM) PRODUCT ACCESS AND SAMPLE PROVISION

         2.1      ACCESS TO THE GENEEXPRESS(TM) PRODUCT. Gene Logic agrees to
provide Neural Stem access to the GeneExpress(TM) Product within [***] days of
the first [***] being incorporated into the GeneExpress(TM) Data Warehouse.

         2.2      PERSONNEL AND RESOURCES. During the Term, Gene Logic agrees to
commit the personnel, consultants, facilities, expertise, technology and other
resources necessary to create and Update the NSBExpress Data Mart and to
maintain the GeneExpress(TM) Product during the Term. NeuralStem shall be
responsible for acquiring and maintaining any hardware or third party software
necessary for the use of the GeneExpress(TM) Product, although at present it is
envisaged that the access to the GeneExpress(TM) Product would be web based.

         2.3      GENEEXPRESS(TM) UPDATES. During the Term, Gene Logic will
provide Updates of the GeneExpress(TM) Product on a [***] basis.

         2.4      PROVISION OF [***]. Gene Logic will provide to NeuralStem all
[***] generated in the performance of this Agreement on a [***] basis. Such
[***] shall be supplied to NeuralStem on [***] as the Parties may agree upon,
together with [***] of [***] which is not available in electronic form.

         2.5      SUPPORT AND TRAINING. During the Term, Gene Logic will provide
to NeuralStem: (a) any subsequent release or version of the Gene Logic Software
(including bug fixes, patches and maintenance releases) included in the
GeneExpress(TM) Product as Gene Logic makes such releases generally available;
and (b) support and maintenance of Gene Logic Software included in the
GeneExpress(TM) Product through reasonable consultation via scheduled visits,
telephone, fax, electronic mail or otherwise during Gene Logic's normal business
hours (8:00 a.m. to 5:00 p.m. Eastern Time on regular U.S. business days,
holidays excepted). Gene Logic will train NeuralStem users at a single site at
NeuralStem's facilities for [***] days within [***] days after delivery of the
GeneExpress(TM) Product. Should NeuralStem require additional training sessions,
Gene Logic will provide additional training at commercially reasonable rates.


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       4
<PAGE>   10

         2.6      CUSTOMIZATION. To the extent NeuralStem desires customization
work to the Gene Logic Software, the parties agree to use good faith efforts to
negotiate the terms of such engagement pursuant to which Gene Logic will be paid
commercially reasonable development rates.

         2.7      SAMPLE PROVISION.

                  (a) During the Term, NeuralStem agrees to provide [***] to
Gene Logic during each year of the Term, or pro-rata portion thereof. Upon
mutual agreement of the Parties, NeuralStem will provide other Samples to Gene
Logic which are under its Control during the Term, under terms and conditions as
may be agreed to from time to time. The Samples are valuable trade secrets of
NeuralStem, and Gene Logic shall store such Samples at all times in a secure
facility where access is controlled and limited to employees of Gene Logic who
need to access such Samples for the purpose of performing this Agreement.

                  (b) Gene Logic shall not transfer the Samples to any Third
Party except to contractors bound by obligations of non-disclosure not less
stringent than those contained in this Agreement, and engaged by Gene Logic for
the sole purpose of performing analyses required or permitted pursuant to this
Agreement.

         2.8      [***].

                  (a) Gene Logic agrees to provide NeuralStem with those types
of Base Information generated from [***] Samples. The depth of the [***] and the
manner in which the Base Information is provided to Neural Stem will be
determined by discussion between the Parties respective Chief Scientific
Officers.

                  (b) NeuralStem shall have the [***] to use and apply the data
provided pursuant to this Section 2.8. Accordingly, Gene Logic will only retain
a single copy of such Base Information for archival purposes and will not
analyze such Base Information for any reason.

         2.9      RESEARCH PLAN. The Parties shall perform the activities as
described in the Content and Research Plan attached as Schedule 1.17. Within
thirty (30) days following the Effective Date, the appropriate representative of
each Party shall convene at a research planning meeting to discuss and agree on
any appropriate modifications. The Parties agree that each year of the Term they
will discuss that next years Content and Research Plan at least thirty (30) days
prior to the anniversary of the Effective Date.

3.       MANAGEMENT

         3.1      ALLIANCE DIRECTORS. Each Party shall designate one of its
employees as an alliance director ("Alliance Director") to facilitate
communications between the parties.


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       5
<PAGE>   11



         3.2      DISPUTE RESOLUTION. During the Term, any material disputes or
disagreements between Gene Logic and NeuralStem arising hereunder will be
referred to the Alliance Directors. If Alliance Directors are unable to resolve
such disputes or disagreements within 30 days, or if the dispute or disagreement
arises after the Term, then such dispute or disagreements will be referred to
the Chief Executive Officer(s) of Gene Logic and NeuralStem or their designees
for good faith resolution for a period of 90 days. If the parties are unable to
resolve their dispute or disagreement, either Party may pursue other remedies.

4.       OWNERSHIP AND PURSUIT OF PATENTS AND OTHER RIGHTS AND INVENTIONS

         4.1      OWNERSHIP OF INVENTIONS. Except as otherwise provided in
Article 4.2, the ownership of any Program Inventions shall be determined in
accordance with United States law.

         4.2      OWNERSHIP OF GENE LOGIC TECHNOLOGY. Gene Logic shall own all
rights to the Gene Logic Technology and Improvements thereof. NeuralStem hereby
irrevocably assigns to Gene Logic all right, title and interest in and to
Improvements to the Gene Logic Technology to the extent made by employees or
agents of NeuralStem. In the event that NeuralStem is legally unable to make a
required assignment of rights to Gene Logic, then NeuralStem agrees either to
waive the enforcement of such rights against Gene Logic and any sublicensees and
assignees; or to grant to Gene Logic an exclusive, irrevocable, perpetual,
worldwide, fully-paid license, with right to sublicense through multiple tiers
of sublicense, to such rights.

         4.3      PURSUIT OF INTELLECTUAL PROPERTY RIGHTS.

                  (a) Gene Logic shall be responsible, in its sole discretion
and at its sole cost, for the filing, prosecution and maintenance of Patent
Rights, copyrights and other proprietary rights claiming or directed to: (i)
Gene Logic Technology and Improvements thereto; and (ii) Program Inventions
conceived solely by Gene Logic.

                  (b) NeuralStem shall be responsible, in its sole discretion
and at its sole cost, for the filing, prosecution and maintenance of Patent
Rights, copyrights and other proprietary rights claiming or directed to Program
Inventions conceived solely by NeuralStem.

                  (c) With respect to any Program Invention that is owned
jointly by the Parties ("Joint Program Invention"), the Parties shall decide
which Party shall be responsible ("Responsible Party") for preparing, filing and
prosecuting any patent applications or other appropriate filings and maintaining
any patents, copyrights or other similar rights issued thereon, using patent
counsel reasonably acceptable to the other Party, and the Parties shall share
equally the out-of-pocket expenses for such preparation, filing, prosecution and
maintenance, including, without limitation, any out-of-pocket expenses incurred,
paid or reimbursed by a Party. A Party may, at any time, by written notice to
the other Party elect not to continue sharing such expenses with respect to any
Joint Program Invention, in which event, the Party making such election shall,
upon the written request of the other Party, assign to the other Party all of
its right, title and interest in and to such Joint Program Invention.

         4.4      COOPERATION AND COMMUNICATION.


                                       6
<PAGE>   12

                  (a) COOPERATION. Each Party agrees to cooperate, both during
and after the Term, upon request of the other Party in the preparation and
prosecution of all Patent Rights and other proprietary rights under this Article
4 and in the maintenance of any patents, copyrights or other similar rights
issued thereon; provided, however, that, following the Term, the requesting
Party shall reimburse the cooperating Party for its reasonable out-of-pocket
expenses incurred in connection with such cooperation as requested by the other
Party. Such cooperation will include the execution of all documents necessary or
desirable for the requesting Party to fulfill its obligations hereunder. In the
event NeuralStem provides Samples, if reasonably requested by Gene Logic,
NeuralStem agrees to provide background information (including, for example,
mRNA sources, the identity of any cell or Sample and mode of activation, if any,
of the cell or Sample, from which the mRNA has been prepared) in support of the
preparation and prosecution of any related patent applications or other filings

                  (b) COMMUNICATION REGARDING PATENT PROTECTION. The Responsible
Party for Joint Program Inventions will prepare, prosecute and maintain and
shall keep the other Party currently informed of all steps to be taken in such
preparation, prosecution and maintenance of all Patent Rights, copyrights or
other similar rights with respect to which it is responsible and shall furnish
the other Party with copies of documentation of such Patent Rights, copyrights
or other similar rights and other related correspondence relating thereto to and
from governmental patent agencies or other authorities. The Responsible Party
shall diligently consider and address any comments or suggestions made by the
other Party regarding preparation, prosecution and maintenance of all Patent
Rights, copyrights or other similar rights.

                  (c) RELEASE OF RIGHTS. If the Responsible Party with respect
to any Joint Program Invention decides to abandon or not to pursue prosecution
or continue the maintenance of any Patent Right, copyright or other proprietary
right which claims such Joint Program Invention, it shall permit the other
Party, at its option and expense, to undertake such obligations. The Party not
undertaking such actions shall fully cooperate with the other Party and shall
provide to the other Party whatever assignments and other documents that may be
needed in connection therewith.

         4.5      INFRINGEMENT BY THIRD PARTIES.

                  (a) INFRINGEMENT OF JOINTLY OWNED PROGRAM INVENTIONS. If
either Party should become aware of any infringement or threatened infringement
or misappropriation, as the case may be, of any of the Patent Rights claiming a
Joint Program Invention, it shall promptly notify the other Party in writing and
shall provide such other Party with all available evidence supporting such
allegation of infringement or threatened infringement or misappropriation. As
soon as practicable the Parties shall confer on the particulars of such
infringement or misappropriation and the possible courses of action to be taken.
The Parties shall jointly determine which Party shall have the primary right and
responsibility (but not the obligation) to institute, prosecute, and control any
action or proceeding with respect to infringement or misappropriation of such
Joint Patent Rights and the other Party shall have the right, at its


                                       7
<PAGE>   13

expense (subject to reimbursement as provided herein), to be represented by its
counsel. Each Party hereby consents to the filing of any such action by the
other Party with respect to any such Joint Patent Rights in accordance with this
Section 4.5. If one Party brings any such action or proceeding, the other Party
hereby consents to being joined as a party plaintiff where necessary and, in
case of joining, such other Party agrees to give the first Party reasonable
assistance and authority to file and to prosecute such suit, at the expense of
the Party bringing such suit. If either Party prosecutes an infringement or
misappropriation of such Joint Patent Rights, any damages and costs recovered in
any proceedings or by way of settlement under this Section 4.5 shall be shared
by the Parties as follows:

                  (i)      the actual costs and expenses of all suits brought by
                           either Party under this Section 4.5 shall be
                           reimbursed first to the filing Party and then to the
                           participating Party; and

                  (ii)     any remaining proceeds shall [***].

                  (b) SETTLEMENTS. In connection with any proposed settlement in
respect of any infringement or threatened infringement of any Joint Patent
Rights, the Party prosecuting such infringement in accordance with this Section
4.5 and intending to settle shall notify and consult with the other Party as to
the terms of settlement, whose written consent shall be required prior to any
such settlement, such consent not to be unreasonably withheld.

                  (c) COOPERATION. In connection with any action taken by either
Party against a Third Party to protect or enforce any Patent Rights claiming
Program Inventions, the other Party shall, if requested, consult with the Party
taking such action, and make available as witnesses its employees or as evidence
any materials, and/or data as are reasonably necessary for the furtherance of
such action. The out of pocket expenses in connection with the providing of
witnesses and/or the making available of any materials and/or data shall be
borne by the Party taking action against the Third Party.

         4.6      ALLEGATIONS OF INFRINGEMENT OF THIRD PARTY RIGHTS. In the
event that in order to exploit the rights contained herein, either Party, in the
opinion of outside patent counsel reasonably acceptable to each Party, [***], it
is hereby agreed that the Party [***] to be utilized shall use its commercially
reasonable best efforts (i) to [***], or (ii) to [***], or (iii) to [***]. In
the event the first Party [***]. If the first Party is unable to [***]


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       8
<PAGE>   14


[***]. [***], all licenses and rights granted by a Party to the other Party
hereunder which are not perpetual in nature [***].

5.       LICENSES

         5.1      LICENSES TO GENE LOGIC FROM NEURALSTEM

                  (a) BASE INFORMATION LICENSE. NeuralStem hereby grants to Gene
Logic a non-exclusive, irrevocable, perpetual, worldwide, fully-paid license,
with right to sublicense through multiple tiers of sublicense, under all rights
(including Patent Rights) which NeuralStem has in the Base Information in the
GeneExpress(TM) Data Warehouse including the Base Information derived from the
Samples.

                  (b) GENE TARGET LICENSE. NeuralStem hereby grants to Gene
Logic a non-exclusive, irrevocable, perpetual, worldwide, fully-paid license,
with right to sublicense through multiple tiers of sublicense, to the rights to
Gene Targets which are Controlled by NeuralStem during the Term and derived from
the Samples.

                  (c) [***] LICENSE. During the Term, and for a period of time
equal to [***], NeuralStem agrees not to license, sell or otherwise transfer
[***] which are controlled by NeuralStem to (i) Third Parties for use in [***]
that will be made available to other Third Parties on a commercial basis and
(ii) to any of the parties listed in Schedule 11.1 for any purpose.

                  (d) NON-EXCLUSIVE SAMPLE LICENSE. Subject to 5.1(c),
NeuralStem agrees to non-exclusively (i) provide Samples to other partners of
Gene Logic on NeuralStem's then customary terms and (ii) grant Gene Logic a
non-exclusive, perpetual (unless this Agreement is terminated pursuant to
Section 9.3(a)) non-transferable, non-sublicensable license to utilize the
Samples transferred prior to the end of the Term for research, development and
commercialization, subject to the obligations of Section 2.7(b).

                  (e) [***]. If NeuralStem desires to [***], or [***],
NeuralStem shall inform Gene Logic thereof in writing. If Gene Logic is
interested in [***], it shall inform NeuralStem of its interest in writing
within [***] days ("Notice Period") after the receipt of the written notice from
NeuralStem, and the Parties shall thereafter [***] during an additional period
of [***] days ("[***] Period") such [***] Period to be extended by mutual
agreement so long as the Parties are in [***]. If Gene Logic does not provide
written notice of its interest to NeuralStem within the Notice Period, or [***],
Gene Logic's [***] shall expire, and NeuralStem shall be free to [***].


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       9
<PAGE>   15


         5.2      LICENSE TO NEURALSTEM FROM GENE LOGIC

                  (a) LICENSE TO THE GENEEXPRESS(TM) PRODUCT. Subject to the
terms and conditions of this Agreement, including without limitation payment of
the Access Fees under Section 6.1, Gene Logic hereby grants to NeuralStem a
royalty-free, non-exclusive, non-sublicensable (except to NeuralStem's
Affiliates), non-transferable (except as provided in Section 11.1 hereof),
worldwide license to use the Base Information in the GeneExpress(TM) Product
during the Term to enable NeuralStem and its Affiliates to perform internal
research and drug discovery and development activities.

                  (b) RESTRICTION ON DISCLOSURE AND RESALE. Except for
disclosure to NeuralStem's Affiliates, and NeuralStem's and NeuralStem's
Affiliates' respective employees and consultants to the extent permitted under
Section 7.3, NeuralStem shall not provide Base Information contained within the
GeneExpress(TM) Product or the GeneExpress(TM)Data Warehouse, Raw Data or any
Gene Logic Technology or Improvement thereto to any Third Party for any reason
without prior written consent of Gene Logic, which consent shall not be
unreasonably withheld or delayed. The Parties acknowledge and agree that
NeuralStem may desire to enter into collaborations with or grant licenses to
Third Parties to develop pharmaceutical products, including Therapeutic
Products, and that it is reasonable to disclose to Third Parties specific Base
Information contained within the GeneExpress(TM)Product or the
GeneExpress(TM)Data Warehouse, or RAW Data in connection with such
collaborations or licenses. The Parties further acknowledge and agree that
NeuralStem shall have no right to disclose to Third Parties Base Information
contained within the GeneExpress(TM)Product or the GeneExpress(TM)Data
Warehouse, or Raw Data, for use in generating a data base containing Base
Information that will be made available to other Third Parties on a commercial
basis.

                  (c) LICENSE TO [***]. Subject to the restrictions of 5.2(b),
Gene Logic hereby grants to NeuralStem a non-exclusive, irrevocable, perpetual
(unless this Agreement is terminated pursuant to Section 9.3(b)), worldwide,
fully-paid license to [***].

                  (d) [***] LICENSE. Gene Logic hereby grants to NeuralStem a
non-exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right
to sublicense through multiple tiers of sublicense, to [***] which are
Controlled by GeneLogic during the Term and are derived from the Samples.

6.       PAYMENTS

         6.1      GENEEXPRESS(TM) PRODUCT ACCESS FEES. NeuralStem will pay Gene
Logic an annual fee to cover the initial and ongoing access of the
GeneExpress(TM) Product and Updates. The fee for the first year is [***]. The
fees for the second and third year will [***] annually. The annual fees will be
payable in [***], with the first payment due within [***] days after [***].

         6.2      SAMPLE ACQUISITION FEE. Gene Logic will pay NeuralStem an
annual fee of [***] for the provision of Samples. The annual fee for the second
and third year of this Agreement will


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       10
<PAGE>   16



not be payable to NeuralStem until Gene Logic agrees that [***] Samples which
pass Gene Logic's Quality Control Standards (as described in Schedule 6.2) have
been provided in the previous year. The annual fee will be paid on a pro rata
basis for only Samples which pass Gene Logic's Quality Control Standards, [***].
Payments due ([***]) will be deferred on a pro-rata basis for each Sample that
is not delivered to Gene Logic on a timely basis and passes Gene Logic's Quality
Control Standards during the preceding [***]. Gene Logic will make the first
[***] payment and each subsequent payment on or before the [***]. Should
NeuralStem in its [***] for the [***] which are [***] hereunder, NeuralStem will
[***].

         6.3      METHOD OF PAYMENT. All payments to be made under this
Agreement shall be made in United States dollars in the United States to a bank
account designated by Party receiving such payment by wire transfer pursuant to
the instructions set forth on Schedule 6.3.

7.       CONFIDENTIALITY AND SECURITY

         7.1      SECURITY OF GENEEXPRESS(TM) PRODUCT AND GENE LOGIC SOFTWARE.
The Parties agree that the following additional terms and conditions apply to
the information and data contained in or derived from the GeneExpress(TM)
Products provided under the provisions of this Agreement:

                  (a) NeuralStem may use the GeneExpress(TM) Products only in
secure work facilities by authorized personnel and shall not make any copies of
the data contained in the GeneExpress(TM) Products, except as necessary to
enable NeuralStem and its Affiliates to perform internal research and drug
discovery and development activities, and to disclose such data to Third Parties
as permitted pursuant to Section 5.2(b).

                  (b) NeuralStem will promptly notify Gene Logic of any (i)
loss, theft or unauthorized disclosure of data contained in the GeneExpress(TM)
Products; and (ii) unauthorized access to the GeneExpress(TM) Products.

                  (c) Upon the end of the Term or upon Gene Logic's termination
of this Agreement under Section 9.2, NeuralStem shall immediately discontinue
use of the GeneExpress(TM) Product; and NeuralStem shall (i) cooperate with Gene
Logic to terminate any encrypted link to Gene Logic's computer system and (ii)
if the Agreement is terminated by Gene Logic pursuant to Section 9.3(b),
promptly deliver to Gene Logic copies of the Raw Data. NeuralStem may, however,
continue to use any results it generates during the Term from use of the
GeneExpress(TM) Product.

         7.2      CONFIDENTIALITY.

                  (a) Except as specifically permitted hereunder, each Party
hereby agrees to hold in confidence and not use on behalf of itself or others
all technology, data, samples, technical and economic information (including the
economic terms hereof), commercialization, clinical and research strategies,
know-how and trade secrets provided by the other Party (the "Disclosing Party")
from the date of that certain confidentiality agreement between the parties
dated


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       11
<PAGE>   17


August 12, 1999 and through the end of the Term and all data, results and
information developed pursuant to this Agreement that are solely owned by the
Disclosing Party or jointly owned by the parties (collectively the "Confidential
Information"), except that the term "Confidential Information" shall not
include:

                           (i)      information that is or becomes part of the
public domain other than through a breach of this Agreement by the
non-Disclosing Party or its Affiliates;

                           (ii)     information that is obtained after the
Effective Date hereof by the non-Disclosing Party or one of its Affiliates from
any Third Party which is lawfully in possession of such Confidential Information
and not in violation of any contractual or legal obligation to the Disclosing
Party with respect to such Confidential Information;

                           (iii)    information that was already known to the
non-Disclosing Party or one or more of its Affiliates prior to disclosure by the
Disclosing Party, as evidenced by the non-Disclosing Party's written records;

                           (iv)     information that is required to be disclosed
to any governmental authorities or pursuant to any regulatory filings, but only
to the limited extent of such legally required disclosure; and

                           (v)      information which has been independently
developed by the non-Disclosing Party without the aid or use of Confidential
Information as shown by competent written evidence.

                  (b) The obligations of this Section 7.2 shall survive the
expiration or termination of this Agreement for a period of 5 years.

         7.3      PERMITTED DISCLOSURES. Confidential Information may be
disclosed to employees, agents, consultants or sublicensees of the
non-Disclosing Party or its Affiliates, but only to the extent required to
accomplish the purposes of this Agreement and only if the non-Disclosing Party
obtains prior agreement from its employees, agents, consultants and sublicensees
to whom disclosure is to be made to hold in confidence and not make use of such
information for any purpose other than those permitted by this Agreement. Each
Party will use at least the same standard of care as it uses to protect
proprietary or confidential information of its own to ensure that such
employees, agents, consultants and sublicensees do not disclose or make any
unauthorized use of the Confidential Information. Notwithstanding any other
provision of this Agreement, each Party may disclose the terms of this Agreement
to lenders, investment bankers and other financial institutions of its choice
solely for purposes of financing the business operations of such Party either
(i) upon the written consent of the other Party or (ii) if the disclosing Party
obtains a signed confidentiality agreement with such financial institution with
respect to such information, upon terms substantially similar to those contained
in this Section 7. In addition, notwithstanding any other provisions of this
Agreement, nothing herein shall limit Gene Logic's ability to grant
non-exclusive access to the Base Information contained within the
GeneExpress(TM) Data Warehouse to multiple subscribers.


                                       12
<PAGE>   18

         7.4      PUBLICITY. The parties agree that a press release announcing
the matters covered by this Agreement will be prepared in advance and will be
subject to the mutual approval of the parties, which approval will not
unreasonably be withheld; provided, however, that either Party may (i) publicize
the existence and general subject matter of this Agreement consistent with
previous press releases and statements without the other Party's approval and
(ii) disclose the terms of this Agreement only to the extent required to comply
with applicable securities laws.

         7.5      PUBLICATION. The Parties shall cooperate in appropriate
publication of the results of activities contemplated by this Agreement, but
subject to the predominating interest to obtain patent protection for any
patentable subject matter and to Gene Logic's business interest in preserving
the value of the GeneExpress(TM) Data Warehouse. To this end, prior to any
public disclosure of such results, the Party proposing disclosure shall send the
other Party a copy of the information to be disclosed, and shall allow the other
Party 30 days from the date of receipt in which to determine whether the
information to be disclosed contains subject matter for which patent protection
should be sought prior to disclosure, otherwise contains Confidential
Information of the reviewing Party, or, with respect to any proposed disclosure
by NeuralStem, contains information that Gene Logic reasonably believes would
impair the value of the GeneExpress(TM) Data Warehouse. The Party proposing
disclosure shall be free to proceed with the disclosure unless prior to the
expiration of such 30-day period the non-disclosing Party notifies the other
Party that the disclosure contains subject matter for which patent protection
should be sought or Confidential Information of the non-disclosing Party or, if
NeuralStem is the disclosing Party, Gene Logic notifies NeuralStem that Gene
Logic reasonably believes that the disclosure would impair the value of the
GeneExpress(TM) Data Warehouse, and the Party proposing publication shall then
delay public disclosure of the information for an additional period of up to
three months to permit the preparation and filing of a patent application on the
subject matter to be disclosed or for the parties to determine a mutually
acceptable modification to such publication to protect the Confidential
Information of the non-disclosing Party adequately or to address Gene Logic's
concern regarding impairment of the value of the GeneExpress(TM) Data Warehouse.
The Party proposing disclosure shall thereafter be free to publish or disclose
the information. The determination of authorship for any paper shall be in
accordance with accepted scientific practice.

8.       REPRESENTATIONS AND WARRANTIES

         8.1      LEGAL AUTHORITY. Each Party represents and warrants to the
other that (i) it is a corporation or entity duly organized and validly existing
under the laws of the state or other jurisdiction of incorporation or formation;
(ii) it has the legal power, authority and right to enter into this Agreement
and to perform its respective obligations set forth herein; and (iii) the
execution, delivery and performance of this Agreement by such Party has been
duly authorized by all requisite corporate officials and do not require any
shareholder action or other approval.

         8.2      VALID LICENSES. Each Party represents and warrants to the
other Party that it has authority to grant the rights and licenses set forth in
this Agreement.


                                       13
<PAGE>   19

         8.3      NO CONFLICTS. Each Party represents and warrants that as of
the Effective Date of this Agreement it is not a party to any agreement or
arrangement with any Third Party or under any obligation or restriction,
including pursuant to its Certificate of Incorporation or Bylaws, which in any
way limits or conflicts with its ability to fulfill any of its obligations under
this Agreement.

         8.4      SAMPLES. NeuralStem hereby represents and warrants that it has
(i) the right to provide to Gene Logic those Samples that are provided by
NeuralStem hereunder, (ii) that any such Samples provided by NeuralStem
hereunder shall be in compliance with all applicable quality control provisions
and Institutional Review Board requirements

         8.5      GENEEXPRESSTM PRODUCT. Gene Logic hereby represents and
warrants (i) that it has the right to provide to NeuralStem access to the
GeneExpress(TM) Product, and (ii) that to the best of the knowledge of the
undersigned representative of Gene Logic as of the Effective Date, the use of
the GeneExpress(TM) Product as envisaged in this Agreement does not infringe on
the rights of any Third Parties.

         8.6      REPRESENTATION BY LEGAL COUNSEL. Each Party hereto represents
that it has been represented by legal counsel in connection with the drafting of
this Agreement and acknowledges that it has participated in the drafting hereof.
In interpreting and applying the terms and provisions of this Agreement, the
Parties agree that no presumption shall exist or be implied against the Party
that drafted such term or provision.

         8.7      DISCLAIMER. Except as expressly set forth in this Agreement,
EACH PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THAT THE USE OF THE INFORMATION, MATERIALS, SOFTWARE AND
OTHER TECHNOLOGY PROVIDED HEREUNDER WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
TRADEMARK, OR OTHER RIGHTS OF ANY THIRD PARTY. NEITHER PARTY MAKES ANY WARRANTY
OF ANY KIND AS TO THE PATENTABILITY OF ANY DISCOVERY MADE OR TECHNOLOGY
DEVELOPED UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS AGREEMENT
PROVIDES FOR AN INNOVATIVE PROGRAM UTILIZING NEW TECHNOLOGIES AND THAT NO
WARRANTY IS MADE AS TO THE UTILITY OF ANY INFORMATION, MATERIALS, SOFTWARE OR
OTHER TECHNOLOGY PROVIDED HEREUNDER.


                                       14
<PAGE>   20


9.       TERM AND TERMINATION

         9.1      TERM. This Agreement shall expire at the end of the Term.

         9.2      TERMINATION BY GENE LOGIC.

                  (a) Gene Logic may terminate this Agreement [***]. Gene Logic
will exercise such early termination by notifying NeuralStem in writing of
termination no later than sixty (60) days [***].

                  (b) Gene Logic may also terminate this Agreement by written
notice effective thirty (30) days after receipt of notice from NeuralStem that
[***], accordingly, NeuralStem agrees to notify Gene Logic of the [***] within
seven (7) days of [***].

         9.3      TERMINATION FOR BREACH

                  (a) BREACH BY GENE LOGIC. If Gene Logic breaches a material
term of this Agreement at any time, and has not cured such breach within sixty
(60) days after written notice thereof from NeuralStem, then NeuralStem shall
have the right to terminate this Agreement effective upon written notice
thereof, whereupon all rights and obligations of the Parties under this
Agreement shall terminate except as set forth in Section 11.10 subject to the
following, Gene Logic shall return to NeuralStem all Confidential Information of
NeuralStem.

                  (b) BREACH BY NEURALSTEM. If NeuralStem breaches a material
term of this Agreement at any time, and has not cured such breach within sixty
(60) days (or within thirty (30) days in the event of a material breach by
NeuralStem of its obligations to make any payment due pursuant to Section 6.1)
after written notice thereof from Gene Logic, then Gene Logic shall have the
right to terminate this Agreement effective upon written notice thereof,
whereupon all rights and obligations of the Parties under this Agreement shall
terminate except as set forth in Section 11.9 and subject to the following;
NeuralStem shall return to Gene Logic all Confidential Information of Gene
Logic.

                  (c) RESOLUTION OF DISPUTES. If a dispute arises between the
Parties relating to the grounds for the termination under this Section 9.3, the
Parties agree to hold a meeting, attended by individuals with decision-making
authority, to attempt in good faith to negotiate a resolution of the dispute.
If, within 30 days after such meeting the Parties have not succeeded in
negotiating a resolution of the dispute, then the Parties may pursue any
available remedy, at law or in equity.

         9.4      EFFECT OF BANKRUPTCY. If, during the Term, either Party files
a voluntary petition in bankruptcy, is adjudicated a bankrupt, makes a general
assignment for the benefit of creditors, admits in writing that it is insolvent
or fails to discharge within 15 days an involuntary petition in bankruptcy filed
against it, then this Agreement may be immediately terminated by the other

                                              * CONFIDENTIAL TREATMENT REQUESTED

                                       15
<PAGE>   21


Party. In addition, in the event that Gene Logic files a voluntary petition in
bankruptcy, is adjudicated a bankrupt, makes a general assignment for the
benefit of creditors, admits in writing that it is insolvent or fails to
discharge within 15 days an involuntary petition in bankruptcy filed against it,
then the parties hereby acknowledge and agree that NeuralStem will have right of
access to the GeneExpress(TM) Data Warehouse consistent with the terms of this
Agreement for purposes of 11 U.S.C. Section 365(n).

         9.5      REMEDIES. In the event of any breach of any provision of this
Agreement, in addition to the termination rights set forth herein, each Party
shall have all other rights and remedies at law or equity to enforce this
Agreement.

10.      INDEMNIFICATION AND INSURANCE

         10.1     INDEMNIFICATION BY NEURALSTEM. NeuralStem shall indemnify,
defend and hold harmless Gene Logic and its Affiliates, and each of its and
their respective employees, officers, directors and agents (each, a "Gene Logic
Indemnified Party") from and against any and all liability, loss, damage, cost,
and expense (including reasonable attorneys' fees) (collectively, a "Liability")
which the Gene Logic Indemnified Party may incur, suffer or be required to pay
resulting from or arising in connection with any Third Party action or claim
based upon (i) the breach by NeuralStem of any covenant, representation or
warranty contained in this Agreement, or (ii) negligence or willful misconduct
by NeuralStem, its Affiliates, employees or agents. Notwithstanding the
foregoing, NeuralStem shall have no obligation under this Agreement to
indemnify, defend or hold harmless any Gene Logic Indemnified Party with respect
to claims, demands, costs or judgments which result from willful misconduct or
negligent acts or omissions of Gene Logic, its Affiliates, or any of their
respective employees, officers, directors or agents.

         10.2     INDEMNIFICATION BY GENE LOGIC. Gene Logic shall indemnify,
defend and hold harmless NeuralStem and its Affiliates, and each of its and
their respective employees, officers, directors and agents (each, a "NeuralStem
Indemnified Party") from and against any Liability which the NeuralStem
Indemnified Party may incur, suffer or be required to pay resulting from or
arising in connection with any Third Party action or claim based upon (i) the
breach by Gene Logic of any covenant, representation or warranty contained in
this Agreement, or (ii) the negligence or willful misconduct by Gene Logic, its
Affiliates, employees or agents. Notwithstanding the foregoing, Gene Logic shall
have no obligation under this Agreement to indemnify, defend, or hold harmless
any NeuralStem Indemnified Party with respect to claims, demands, costs or
judgments which result from willful misconduct or negligent acts or omissions of
NeuralStem, its Affiliates, or any of their respective employees, officers,
directors or agents.

         10.3     CONDITIONS TO INDEMNIFICATION. The obligations of the
indemnifying Party under Sections 10.1 and 10.2 are conditioned upon the
delivery of written notice to the indemnifying Party of any potential Liability
promptly after the indemnified Party becomes aware of such potential Liability.
The indemnifying Party shall have the right to assume the defense of any suit or
claim related to the Liability if it has assumed responsibility for the suit or
claim in writing; however, if in the reasonable judgment of the indemnified
Party, such suit or claim involves an issue or matter which could have a
materially adverse effect on the business operations or assets of the
indemnified Party, the indemnified Party may waive its rights to indemnity under
this


                                       16
<PAGE>   22

Agreement and control the defense or settlement thereof, but in no event shall
any such waiver be construed as a waiver of any indemnification rights such
Party may have at law or in equity. If the indemnifying Party defends the suit
or claim, the indemnified Party may participate in (but not control) the defense
thereof at its sole cost and expense.

         10.4     SETTLEMENTS. Neither Party may settle a claim or action
related to a Liability without the consent of the other Party, if such
settlement would impose any monetary obligation on the other Party or require
the other Party to submit to an injunction or otherwise limit the other its
Affiliates, employees, agents, officers and directors (each an "Indemnified
Party") permitted from and against any judgments or settlements.

11.      GENERAL PROVISIONS

         11.1     ASSIGNMENT. This Agreement shall not be assignable by either
Party without the prior written consent of the other Party, such consent not to
be unreasonably withheld or delayed, except a Party may make such an assignment
without the other Party's consent to Affiliates or to a successor to
substantially all of the business of such Party, whether in merger, sale of
stock, sale of assets or other transaction; provided, however, that in the event
of such transaction, no intellectual property rights of any Affiliate or Third
Party that is an acquiring party shall be included in the technology licensed
hereunder. This Agreement shall be binding upon and inure to the benefit of the
parties' successors, legal representatives and assigns. Notwithstanding the
foregoing, NeuralStem may not [***] listed in Schedule 11.1.

         11.2     NON-WAIVER. The waiver by either of the parties of any breach
of any provision hereof by the other Party shall not be construed to be a waiver
of any succeeding breach of such provision or a waiver of the provision itself.

         11.3     GOVERNING LAW. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware other than
those provisions governing conflicts of law.

         11.4     PARTIAL INVALIDITY. If and to the extent that any court or
tribunal of competent jurisdiction holds any of the terms or provisions of this
Agreement, or the application thereof to any circumstances, to be invalid or
unenforceable in a final nonappealable order, the parties shall use their best
efforts to reform the portions of this Agreement declared invalid to realize the
intent of the parties as fully as practicable, and the remainder of this
Agreement and the application of such invalid term or provision to circumstances
other than those as to which it is held invalid or unenforceable shall not be
affected thereby, and each of the remaining terms and provisions of this
Agreement shall remain valid and enforceable to the fullest extent of the law.

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


                                               *CONFIDENTIAL TREATMENT REQUESTED
                                       17
<PAGE>   23

         To NeuralStem:                         To Gene Logic:

         387 Technology Drive                   708 Quince Orchard Road
         College Park, MD  20742                Gaithersburg, Maryland  20878
         Attn: Chief Executive Officer          Attn: Chief Financial Officer
         Phone: (301) 571-9323                  Phone: (301) 987-1700
         Fax:   (301) 405-7393                  Fax:   (301) 987-1701

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

         11.6     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.

         11.7     NO IMPLIED LICENSES. No right or license under any patent
application, issued patent, know-how or other proprietary information is granted
or shall be granted by implication. All such rights or licenses are or shall be
granted only as expressly provided in the terms of this Agreement.

         11.8     FORCE MAJEURE. No failure or omission by the parties hereto in
the performance of any obligation of this Agreement shall be deemed a breach of
this Agreement nor shall it create any liability if the same shall arise from
any cause or causes beyond the reasonable control of the affected Party,
including, but not limited to, the following, which for purposes of this
Agreement shall be regarded as beyond the control of the Party in question: acts
of nature; acts or omissions of any government; any rules, regulations, or
orders issued by any governmental authority or by any officer, department,
agency or instrumentality thereof; fire; storm; flood; earthquake; plague of
epic proportion; accident; war; rebellion; insurrection; riot; invasion;
strikes; and labor lockouts; provided that the Party so affected shall use its
best efforts to avoid or remove such causes of nonperformance and shall continue
performance hereunder with the utmost dispatch whenever such causes are removed.

         11.9     SURVIVAL. Except as expressly proveded herein, sections 2.8
(b), 4.1, 4.2, 4.3, 4.4, 4.5, 5.2 (b) (c) & (d), 7.2, 7.3, 7.5, 8, 9 (including
the provisions therein that are contemplated to continue following termination),
10, 11.1, 11.4 and 11.10 shall survive the termination or expiration of this
Agreement.

         11.10    ENTIRE AGREEMENT. This Agreement, including the exhibits and
schedules hereto, constitutes the entire understanding 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.

         11.11    AMENDMENTS. No amendment, change, modification or alteration
of the terms and conditions of this Agreement shall be binding upon either Party
unless in writing and signed by the Party to be charged.


                                       18
<PAGE>   24

         11.12    INDEPENDENT CONTRACTORS. It is understood that both parties
hereto are independent contractors and are engaged in the operation of their own
respective businesses, and neither Party hereto is to be considered the agent or
NeuralStem of the other Party for any purpose whatsoever. Neither Party has any
authority to enter into any contracts or assume any obligations for the other
Party or make any warranties or representations on behalf of the other Party.

         11.13    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

GENE LOGIC INC.                              NEURALSTEM BIOPHARMACEUTICALS, LTD.


By:/S/ MARK GESSLER                          By: /S/ I. RICHARD GARR.
   -------------------------------               -------------------------------
   Mark Gessler, President & COO                 Name: I. Richard Garr, CEO



                                       19
<PAGE>   25

                                  SCHEDULE 1.17

                            CONTENT AND RESEARCH PLAN

                                      [***]


                                               *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>   26


                                  SCHEDULE 1.18

                      STEMEXPRESS BASE INFORMATION CONTENT

                                      [***]

                                               *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>   27

                                  SCHEDULE 6.2

                      GENE LOGIC QUALITY CONTROL STANDARDS

                                      [***]




                                               *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>   28

                                  SCHEDULE 6.3

                       WIRE TRANSFER PAYMENT INSTRUCTIONS

To Gene Logic:

Bank:                                           Investors Bank & Trust Company
Location:                                       200 Clarendon
                                                Boston, MA  02116
ABA #:                                          [***]
For further credit to client funds #:           [***]
Account Name:                                   GENE LOGIC INC.
Account #:                                      [***]

To NeuralStem:

Bank:                                           Century National Bank
                                                1875 Eye Street NW
                                                Washington, DC 20006
                                                (202)496-4000

Routing Number                                  [***]
Account Number                                  To be provided before first wire
Acct Name                                       [***]



                                               *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>   29



                                  SCHEDULE 11.1

                                      [***]



                                               *CONFIDENTIAL TREATMENT REQUESTED