<PAGE>   1
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 
         
        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998.

                                       OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 

        FOR THE TRANSITION PERIOD FROM _______________TO _______________.

                         COMMISSION FILE NUMBER 0-23317

--------------------------------------------------------------------------------

                                 GENE LOGIC INC.
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------

          DELAWARE                                     06-1411336
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                             708 QUINCE ORCHARD ROAD
                          GAITHERSBURG, MARYLAND 20878
                    (Address of principal executive offices)
                                 (301) 987-1700
                (Registrant's phone number, including area code)

              ----------------------------------------------------

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [ ]

The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, was 19,646,071 as of October 31, 1998.

================================================================================


<PAGE>   2



                                 GENE LOGIC INC.


                                TABLE OF CONTENTS

<TABLE>
PART I         FINANCIAL INFORMATION

<S>                                                                                      <C>
Item 1. Financial Statements

Consolidated Balance Sheets at September 30, 1998 and December 31, 1997.....................3
Consolidated Statements of Operations for the Three and Nine Months Ended
        September 30, 1998 and 1997.........................................................4
Consolidated Statements of Cash Flows for the Nine Months Ended
        September 30, 1998 and 1997.........................................................5
Notes to Consolidated Financial Statements..................................................6

Item 2. Management's Discussion and Analysis
        of Financial Condition and Results of Operations...................................10

Item 3. Quantitative and Qualitative Disclosure About Market Risk..........................15

PART II        OTHER INFORMATION

Item 1. Legal Proceedings..................................................................15

Item 2. Changes in Securities and Use of Proceeds..........................................16

Item 3. Defaults Upon Senior Securities....................................................16

Item 4. Submission of Matters to a Vote of Security Holders................................16

Item 5. Other Information..................................................................17

Item 6. Exhibits and Reports on Form 8-K...................................................17

Signatures.................................................................................18
</TABLE>

                                       2.
<PAGE>   3



PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 GENE LOGIC INC.
                          CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                     SEPTEMBER 30,      DECEMBER 31,
                                                                          1998              1997
                                                                        ---------         ---------
                                                                      (Unaudited)
                                     ASSETS

<S>                                                                  <C>                <C>      
Current Assets:
    Cash and cash equivalents ..................................        $  24,145         $  46,522
    Marketable securities available for sale ...................           10,562                99
    Due from collaborative partners.............................            2,506             1,000
    Prepaid expenses ...........................................              551               481
    Other current assets .......................................            1,232               890
                                                                        ---------         ---------
        Total Current Assets ...................................           38,996            48,992
Property and Equipment, net ....................................            9,489             4,211
Goodwill .......................................................            8,211                --
Intangible and Other Assets, net ...............................            1,227               769
                                                                        ---------         ---------
        Total Assets ...........................................        $  57,923         $  53,972
                                                                        =========         =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable ..........................................        $   1,675         $     181
     Accrued expenses ..........................................            2,878             1,371
     Accrued restructuring .....................................            1,597                --
     Current portion of capital lease obligation ...............              122               115
     Current portion of long-term debt .........................            1,225               434
     Deferred revenue ..........................................            1,683             4,436
                                                                        ---------         ---------
         Total Current Liabilities .............................            9,180             6,537
Capital Lease Obligation .......................................              132               225
Long-Term Debt .................................................            3,693               777
Other Noncurrent Liabilities ...................................              454               366
                                                                        ---------         ---------
    Total Liabilities ..........................................           13,459             7,905
                                                                        ---------         ---------
Stockholders' Equity:
     Common Stock, $.01 par value; 60,000,000 shares authorized;              196               139
      19,644,093 and 13,899,250 shares issued and outstanding as
      of September 30, 1998 and December 31, 1997, respectively
     Preferred Stock, $.01 par value; 10,000,000 shares                        --                --
      authorized; no shares issued and outstanding as of
      September 30, 1998 and December 31, 1997 .................
     Additional paid-in capital ................................          102,666            64,882
     Deferred compensation on stock options, net ...............           (4,360)           (6,278)
     Unrealized loss on marketable securities ..................               (8)               (2)
     Accumulated deficit .......................................          (54,030)          (12,674)
                                                                        ---------         ---------
        Total Stockholders' Equity .............................           44,464            46,067
                                                                        ---------         ---------
        Total Liabilities and Stockholders' Equity .............        $  57,923         $  53,972
                                                                        =========         =========
</TABLE>
                             See accompanying notes.

                                       3.
<PAGE>   4



                                 GENE LOGIC INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                      SEPTEMBER 30,
                                                             -------------------------         -------------------------
                                                               1998            1997             1998              1997
                                                             --------         --------         --------         --------
<S>                                                          <C>              <C>              <C>              <C>     
Revenues ...............................................     $  2,743         $    607         $  8,618         $    774
Expenses:
  Research and development .............................        4,090            1,501           11,234            3,338
  General and administrative ...........................        1,673            1,206            4,991            2,442
  Acquired in-process research and development .........       35,196               --           35,196               --
                                                             --------         --------         --------         --------
         Total expenses ................................       40,959            2,707           51,421            5,780
                                                             --------         --------         --------         --------
         Loss from operations ..........................      (38,216)          (2,100)         (42,803)          (5,006)
Interest income, net ...................................          428              264            1,527              355
Other expense ..........................................           --               --              (80)              --
                                                             --------         --------         --------         --------
         Loss before income tax expense ................      (37,788)          (1,836)         (41,356)          (4,651)
Income tax expense .....................................           --              100               --              100
                                                             --------         --------         --------         --------
         Net loss ......................................      (37,788)          (1,936)         (41,356)          (4,751)
Accretion of mandatory redemption value of 
  Preferred Stock ......................................           --              542               --              909
                                                             --------         --------         --------         --------
         Net loss attributable to common stockholders ..     $(37,788)        $ (2,478)        $(41,356)        $ (5,660)
                                                             ========         ========         ========         ========
Basic and Diluted Net Loss Per Common Share ............     $  (2.54)        $  (3.41)        $  (2.88)        $  (8.48)
                                                             ========         ========         ========         ========
Shares Used In Computing Basic and
   Diluted Net Loss Per Common Share ...................       14,906              726           14,345              667
                                                             ========         ========         ========         ========
</TABLE>


                             See accompanying notes.

                                       4.
<PAGE>   5



                                 GENE LOGIC INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                           NINE MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                         1998            1997
                                                                       --------         --------
<S>                                                                    <C>              <C>      
 Cash Flows From Operating Activities:
 Net loss .......................................................      $(41,356)        $ (4,751)
 Adjustments to reconcile net loss to net cash
   flows from operating activities:
     Depreciation and amortization ..............................         1,141              383
     Cancellation of note receivable ............................            --               43
     Amount due under research agreement ........................            --               48
     Amortization of deferred compensation ......................         1,203              159
     Acquired in-process research and development ...............        35,196               --
     Loss on disposal of property and equipment .................            81               --
Changes in operating assets and liabilities
    (net of effects of acquisition):
     Due from collaborative partners ............................        (1,433)            (946)
     Prepaid expenses ...........................................           (69)            (553)
     Other current assets .......................................          (224)            (233)
     Intangibles and other assets ...............................          (523)            (275)
     Accounts payable ...........................................           703              304
     Accrued expenses ...........................................           318              517
     Deferred revenue ...........................................        (2,815)           3,272
     Other noncurrent liabilities ...............................            89              232
                                                                       --------         --------
        Net Cash Flows From Operating Activities ................        (7,689)          (1,800)
                                                                       --------         --------
 Cash Flows From Investing Activities:
     Purchases of property and equipment ........................        (5,582)          (1,785)
     Increase in notes receivable from employees ................            --              (13)
     Payment of acquisition costs, net of cash acquired .........          (755)              --
     Pre-acquisition advances to Oncormed .......................        (1,843)              --
     Purchase of marketable securities available for sale .......       (10,470)              --
     Proceeds from sale and maturity of
       marketable securities available for sale .................            --            4,397
                                                                       --------         --------
        Net Cash Flows From Investing Activities ................       (18,650)           2,599
                                                                       --------         --------
 Cash Flows From Financing Activities:
     Proceeds from issuance of common stock .....................           340               21
     Proceeds from issuance of preferred stock ..................            --           20,000
     Payments for stock issuance costs ..........................            --             (873)
     Proceeds from equipment loans ..............................         4,284            1,084
     Repayments of financing agreement ..........................          (136)              --
     Repayments of capital lease obligation and equipment loans..          (526)            (175)
                                                                       --------         --------
        Net Cash Flows From Financing Activities ................         3,962           20,057
                                                                       --------         --------
 Net (Decrease) Increase in Cash and Cash Equivalents ...........       (22,377)          20,856
 Cash and Cash Equivalents, beginning of period .................        46,522            1,137
                                                                       --------         --------
 Cash and Cash Equivalents, end of period .......................      $ 24,145         $ 21,993
                                                                       --------         --------
 Supplemental Disclosure:
     Interest expense paid ......................................      $    117         $     64
                                                                       --------         --------
 Non-Cash Transactions:
     Issuance of Common Stock in Acquisition ....................      $ 38,217         $     --
                                                                       --------         --------
</TABLE>


                             See accompanying notes.

                                       5.
<PAGE>   6




                                 GENE LOGIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The unaudited consolidated financial statements of Gene Logic Inc. (the
"Company") have been prepared to give effect to the acquisition of Oncormed,
Inc. on September 28, 1998, which has been accounted for as a purchase
transaction. The accompanying unaudited consolidated financial statements have
also been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. The consolidated balance sheet as of September 30,
1998, consolidated statements of operations for the three and nine months ended
September 30, 1998 and 1997 and the consolidated statements of cash flows for
the nine months ended September 30, 1998 and 1997 are unaudited, but include all
adjustments (consisting of normal recurring adjustments) which the Company
considers necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented. Although the Company believes
that the disclosures in these financial statements are adequate to make the
information presented not misleading, certain information and footnote
information normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.

        Results for any interim period are not necessarily indicative of results
for any future interim period or for the entire year. The accompanying unaudited
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 and Registration Statement on
Form S-4 (File No. 333-60135), both filed with the Securities and Exchange
Commission.

New Pronouncements

        In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS No. 130"). SFAS No. 130 sets standards for reporting and presentation of
comprehensive income and its components in financial statements. SFAS No. 130 is
effective for fiscal years beginning after December 15, 1997. Once adopted, it
requires reclassification adjustments and changes in presentation for all prior
periods shown. The impact of the adoption of SFAS No. 130 on the Company was not
material.

        In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosure About Segments of an
Enterprise and Related Information", which establishes standards for reporting
information about operating segments in annual and interim financial statements
issued to shareholders. This statement also establishes standards for related
disclosures about products and services, geographic areas and major customers.
The Company plans to adopt this statement in the fourth quarter of 1998.


                                       6.

<PAGE>   7

Marketable Securities Available for Sale

        All marketable securities are classified as available for sale.
Available for sale securities are carried at fair value, with unrealized gains
and losses reported as a separate component of stockholders' equity. Realized
gains and losses and declines in value judged to be other than temporary for
available for sale securities are included in other income. As of September 30,
1998 and 1997, all of the Company's investments were classified as current as
the Company may not elect to hold investments until maturity in order to take
advantage of market conditions.


Revenue Recognition

        Nonrefundable technology and database access fees are recognized evenly
over the term of the Company's collaboration agreements. Revenues from research
and development support and milestone payments are recognized when they are
earned in accordance with the applicable performance requirements and
contractual terms. Revenues from genomic screening services are recognized upon
completion of the services. Revenues for such amounts are deferred until earned.

        Nonrefundable signing fees that are not contingent upon future
performance under the terms of collaboration agreements are recognized as
revenue upon execution of the agreements. Pursuant to a certain collaboration
agreement, the Company is creating a research database in exchange for a fixed
fee. Revenues from this collaboration are recognized on the
percentage-of-completion method, primarily based on man-months incurred to date
compared with total estimated man-months for development of such database. Under
such agreement, the full amount is to be paid by the collaborator in 1999. As of
September 30, 1998, unbilled receivables in the amount of approximately $1.1
million are due from such collaborator.

NOTE 2.  ACQUISITION

     On September 28, 1998, the merger (the "Merger") of Gene Logic Acquisition
Corp., a wholly-owned subsidiary of the Company, and Oncormed, Inc.
("Oncormed"), a publicly-held genomics company providing screening services and
developing databases for use primarily in pharmaceutical research and
development, was completed. As a result of the Merger, Gene Logic Acquisition
Corp. is the surviving corporation and Oncormed has ceased to exist. In
connection with the Merger, the Company issued 4,849,815 shares of its Common
Stock in exchange for all of the capital stock of Oncormed. In addition,
outstanding warrants for shares of Oncormed were converted into warrants for the
Company's Common Stock at exercise prices ranging from $14.77 to $28.89 per
share. No value has been included in the purchase price allocation for the
warrants assumed since their value, calculated using the Black-Scholes model, is
immaterial. All outstanding Oncormed preferred stock was converted into Common
Stock of the Company upon the consummation of the Merger, and no stock options
were assumed by the Company in the Merger. The Merger has been accounted for as
a purchase transaction and, accordingly, the purchase price of approximately
$39.2 million was allocated to certain assets and liabilities based on their
respective fair market values. The excess of the purchase price over the
estimated fair market value of the net assets acquired was accounted for as
goodwill. The amount allocated to goodwill, approximately $8.2 million, will be
amortized on a straight-line basis over five years. The purchase price was
allocated based on a fair value appraisal obtained from an independent third-
party appraisal company. Allocations were made to certain intangible assets,
including work force, and to "in-process research and development" consisting of
technologies which had not reached technological feasibility and had no
alternative future use, including in-process technologies relating to genomic
databases and pharmacogenomics. The write-off of in-process research and
development resulted in a non-recurring charge to the Company's operating
results of $35.2 million, or $2.36 per share basic and diluted for the three
months ended September 30, 1998. 


                                       7.


<PAGE>   8
The amount charged to earnings was determined by estimating the costs to develop
the in-process technologies into commercially viable products, estimating the
resulting net cash flows from such projects and discounting the net cash flows
back to their present value. The discount rate includes a factor that takes into
account the uncertainty surrounding the successful development of the acquired
in-process technologies. If these projects are not successfully developed,
future results of operations of the Company may be adversely affected.
Additionally, the value of other intangible assets acquired may become impaired.

        The operating results of Gene Logic Acquisition Corp. from September 28,
1998 (date of completion of the Merger) to September 30, 1998 are considered
immaterial. Had the Merger been completed at the beginning of each period
presented for the Company, unaudited pro forma results would have been as
follows: 
<TABLE>
<CAPTION>

                                                   SEPTEMBER 30,
                                            -------------------------
                                               1998             1997
                                            --------         --------
<S>                                         <C>              <C>     
Revenues                                    $  9,904         $  1,343
Expenses                                      26,485           14,930
Amortization of goodwill                       1,232            1,232
Interest income, net and other                (2,148)             357
                                            --------         --------
Net Loss                                    $(15,665)        $(15,176)
                                            ========         ========
Basic and Diluted Net Loss Per Share        $  (0.82)        $  (2.25)
                                            ========         ========
</TABLE>




        Such unaudited pro forma amounts are not necessarily indicative of what
the actual consolidated results of operations might have been had the Merger
been effective at the beginning of each period presented.

NOTE 3.  ACCRUED RESTRUCTURING

        In connection with the Merger, the Company recorded a restructuring
liability consisting of $373,000 in costs associated with the involuntary
termination of ten Oncormed employees and approximately $1.2 million in contract
termination costs. This liability has been included in the purchase price
allocation performed in connection with the Merger. Management anticipates the
restructuring activities as a result of the Merger will be substantially
completed in 1999.

NOTE 4.  LONG-TERM DEBT

        In June 1998, the Company and Oxford Venture Leasing, LLC ("Oxford
Leasing") entered into a Master Loan and Security Agreement (the "Oxford Loan")
for the financing of laboratory, computer and office equipment. Under the Oxford
Loan, the Company may borrow up to $5.0 million through June 1999. In addition,
the Company entered into promissory notes with Oxford Leasing (the "Promissory
Notes") in the amounts of approximately $3.6 million and $706,000 during the
three months ended June 30, 1998 and September 30, 1998, respectively, which
bear interest at 8.8% and 7.8%, respectively. The Promissory Notes are payable
in 48 equal monthly installments including a 15.0% balloon payment at the end of
the initial term of each Promissory Note. The Company granted Oxford Leasing a
security interest, collateralized by all the equipment and fixtures acquired
under the Oxford Loan. Each Promissory Note has been assigned by Oxford Leasing
to Phoenixcor, Inc.


                                       8.

<PAGE>   9

NOTE 5.  STOCKHOLDERS' EQUITY

        During July 1997, the Company sold 4,444,443 shares of Series C
Convertible Preferred Stock in a private placement for net proceeds of
approximately $19.1 million. During November 1997, the Company completed an IPO
of 3,347,000 shares of Common Stock (including exercise of the underwriters'
over-allotment option) at $8.00 per share, generating net proceeds of
approximately $23.9 million. In conjunction with the Company's IPO, all
outstanding shares of preferred stock were converted to common stock on a
one-to-one basis.

        The Company continues to apply the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations for its stock option plans. As such, the Company has recorded
the activity relating to deferred compensation on stock options for the nine
months ended September 30, 1998 as follows:
<TABLE>
<CAPTION>

                                            DEFERRED
                                          COMPENSATION
                                          ------------
<S>                                       <C>     
Balance at December 31, 1997                 $(6,278)
Amortization of deferred compensation          1,203
Write-off of forfeited stock options             715
                                             -------
Balance at September 30, 1998                $(4,360)
                                             =======
</TABLE>

NOTE 6.  PRE-ACQUISITION ADVANCES TO ONCORMED

        In connection with the Merger, the Company entered into a loan agreement
with Oncormed whereby the Company agreed to make available to Oncormed through
the earlier of the consummation of the Merger and February 28, 1999, a credit
facility of up to $2.0 million (the "Loan") to be used by Oncormed for working
capital purposes. As of the consummation of the Merger, the Company advanced to
Oncormed $1.5 million under the Loan. In addition, the Company paid certain
amounts on behalf of Oncormed in the amount of $323,000. These intercompany
transaction amounts have been eliminated in consolidation in the accompanying
consolidated financial statements at September 30, 1998.

NOTE 7.  SUBSEQUENT EVENTS

        In October 1998, the Company terminated the License, Services and
Marketing Agreement (the "License Agreement") with Incyte Pharmaceuticals, Inc.
("Incyte") it had assumed in connection with the Merger. As part of the
termination of the License Agreement, the Company repaid $924,000 that had been
prepaid by Incyte. Accordingly, this repayment amount has been recorded as
accrued restructuring in the accompanying consolidated financial statements at
September 30, 1998 (see Note 3).

                                       9.

<PAGE>   10



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        This Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
Financial Statements and the Notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 and Registration
Statement on Form S-4 (File No. 333-60135 ), both filed with the Securities and
Exchange Commission.

        The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that
involve risks and uncertainties. Words such as "anticipates," "believes,"
"estimates," "expects," "projects," "intends" and other similar expressions are
intended to identify forward-looking statements, but are not the exclusive means
of identifying such statements. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not limited to, the
extent of utilization of genomic information by the pharmaceutical industry in
both research and development, risks relating to the development of genomic
databases and their use by collaborators of the Company, the Company's ability
to manage and maintain multiple, concurrent collaborations, reliance on
collaborators for development and commercialization of products, if any, the
ability of the Company to realize the benefits expected as a result of the
Merger, the impact of technological advances and competition, as well as other
risks and uncertainties set forth in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 and Registration Statement on Form S-4
(File No. 333-60135), both filed with the Securities and Exchange Commission.

        Flow-thru Chip(TM) is a trademark of the Company.

OVERVIEW

        The Company was incorporated in September 1994 and has devoted
substantially all of its resources to the development of its genomics
technologies, bioinformatics systems and database products used to identify the
expression of genes, drug targets and drug leads. The Company has collaborations
with the Wyeth-Ayerst Research Division of American Home Products Corporation,
Hoechst Schering AgrEvo, Japan Tobacco Inc., Merck & Co., Inc., the N.V. Organon
business unit of Akzo Nobel N.V., Procter & Gamble Pharmaceuticals, Inc., Rhone-
Poulenc Rorer, Schering-Plough Research Institute and SmithKline Beecham. These
agreements provide the Company with various combinations of technology and
database access fees, signing fees and research funding, and provide certain
additional payments upon the attainment of research and product development
milestones and royalty payments based on sales of any products resulting from
the strategic alliances.

     In September 1998, the Company completed the acquisition of Oncormed, a 
genomics company that provides screening services and develops databases for use
primarily in pharmaceutical research and development. The transaction has been
accounted for as a purchase transaction and, accordingly, the purchase price of
approximately $39.2 million was allocated to certain assets and liabilities
based on their respective fair market values. The excess of the purchase price
over the estimated fair market value of the net assets acquired was accounted
for as goodwill. The amount allocated to goodwill, approximately $8.2 million,
will be amortized on a straight-line basis over five years. In connection with
the acquisition of Oncormed, the Company incurred a non-recurring charge to
operating results of $35.2 million as a result of the write-off of in-process
research and development that had not reached technological feasibility and has
no alternative future use. The value assigned to the in-process technologies was
determined by estimating the costs to develop such technologies into
commercially viable products, estimating the resulting net cash flows from such
technologies and discounting the net cash flows back to their present value. The
discount rate includes a factor that takes into account the uncertainty
surrounding the successful development of the acquired in-process technologies.
If these 

                                      10.


<PAGE>   11


technologies are not successfully developed, future results of operations of the
Company may be adversely affected. Additionally, the value of other intangible
assets acquired may become impaired.

     The in-process technologies are comprised of four on-going projects. Each
project involves either the development of technologies for genomic databases or
for pharmacogenomics. The four major research and development projects in
progress at the time of the acquisition were (i) the Gene Chip / Gene Expression
Database Development Project, (ii) the Biorepository Project, (iii) the
Recognizer Analysis Project and (iv) the SNP Analysis Project. The Gene Chip /
Gene Expression Database Development Project is designed to generate extensive
and quantitative gene expression data on a broad range of normal, diseased and
treated tissues. The Biorepository Project is intended to create novel protocols
for the collection, handling and storage of normal and diseased human tissues,
new methods for the extraction of genetic materials and new methods for the
microdissection of tissue. The goal of the Recognizer Analysis Project is to
develop novel algorithms and software tools for data mining of biological,
genetic and clinical data. The SNP Analysis Project is intended to provide a
rapid and low cost method to detect single nucleotide polymorphisms for genes of
interest.

     Remaining development efforts for these projects are highly complex and 
include the development and validation of the necessary biochemistry, molecular 
biology, bioinformatic tools and information, as well as small-scale deployment 
and commercial introduction. The Company anticipates that the projects will be
completed over the next twelve months. Following completion, the Company expects
to begin generating economic benefits from such technologies. Funding for such
projects is expected to be obtained from internally generated sources. The
Company estimates the costs to complete these projects at approximately $1.3
million in 1998 and approximately $2.6 million in 1999, for an aggregate of
approximately $3.9 million. Although the Company intends to complete the
development of these in-process technologies and management believes in the
likelihood of their feasibility, there can be no assurance that such projects
will be completed successfully, or that upon completion such technologies will
achieve commercial success.

Descriptions of the Company's estimates used to determine the valve assigned to
the in-process technologies and costs, timing and anticipated benefits of
completing the development of in-process technologies are forward-looking
statements that involve risks and uncertainties. The Company's actual costs and
timing to complete development of the technologies and any benefits derived
therefrom will depend on many factors, including the Company's ability to
complete development of the technologies successfully, to overcome remaining
technical obstacles and competing technologies, to gain market acceptance of
such products using such technologies and to adapt to market developments and
the availability to the Company of adequate capital resources to commercialize
such technologies. If the Company is unsuccessful in developing or
commercializing such technologies, the Company will not achieve the benefits
expected from acquiring such technologies or obtain a return on its investment
in connection with the Merger and would likely discontinue its operations with
respect to such technologies. Additionally, even if successfully completed,
these projects will require maintenance research and development after they have
reached a state of technological and commercial feasibility.

        The Company estimated net cash flows from the in-progress technologies 
based on estimates of revenues, research and development costs, general and 
administrative costs and income taxes associated with such projects.

        The estimated revenues from such projects are derived from the Company's
projections of collaborations using such technologies that will be established
over the useful life of such technologies.  The economic terms, number and
timing of such collaborations and renewal rates are based on the Company's
experience with similar projects, comparable companies, current and anticipated
demands for such technologies in the pharmaceutical industry, expected trends in
technology, and the nature and expected timing of project developments by the
Company and its competitors. The estimated expenses, research and development
and general and administrative, are based on anticipated costs to complete the
acquired in-process technologies and fulfill the performance requirements under
the projected collaborations. These estimated costs are based on the Company's
experience in developing technologies for similar collaborations, including
expected hiring costs of laboratory and bioinformatics personnel for research
and development activities and software development, respectively. Additional
costs include laboratory-related expenses, such as tissue samples and related
reagents, collaborative research agreement expenses and capital expenditures.
General and administrative costs are expected to closely approximate the
Company's current cost structure.

        A discount rate of 30% was used to present value the resulting cash 
flow from the projects. This rate is similar to venture capital rates of 
return, which management believes is a reasonable rate to apply due to the 
inherent uncertainties in the estimates described above, including the 
uncertainty surrounding the successful development of the acquired in-process 
technologies, the useful lives of such technologies and the profitability 
levels of such technologies. 

        Gene Logic's future profitability will depend in part on the successful
establishment of collaborations which include various combinations of genomic
databases, bioinformatics software and genomics technology. Payments through
collaborations and interest income are expected to be the Company's only sources
of revenue for the foreseeable future. Royalties or other revenues from
commercial sales of products developed from any therapeutic, diagnostic or
agricultural product identified using the Company's technologies are not
expected for several years, if at all. Revenues under collaborations may be
subject to significant fluctuation in both timing and amount, and, therefore,
the Company's results of operations for any period may not be comparable to the
results of operations for any other period. Furthermore, the generation of
significant revenues and profitability will depend upon the Company entering
into additional collaborations. There can be no assurance that the Company will
enter into additional collaborations on acceptable terms, if at all, or that
current or future collaborations will be successful.

        The Company has incurred operating losses in each year since its
inception. At September 30, 1998, excluding the non-recurring charge of
approximately $35.2 million incurred in connection with the Merger, the Company
had an accumulated deficit of approximately $18.8 million. The Company's losses
have resulted principally from costs incurred in research and development and
from general and administrative costs associated with the Company's operations,
in addition to the charge incurred in connection with the Merger. These costs
have exceeded the Company's revenues which to date have been generated
principally from collaborations. The Company expects to incur additional
operating losses over the next few years as a result of increases in its
expenses for research and development capabilities.

        The Company's quarterly operating results may fluctuate significantly as
a result of a variety of factors, including changes in the demand for the
Company's technologies and products, variations in revenues under
collaborations, including milestone payments, royalties, license fees and other
contract revenues, and the timing of new product introductions, if any, by the
Company. The Company's quarterly operating results may also fluctuate
significantly depending on changes in the research and development budgets of
the Company's collaborative partners, the introduction of new products by the
Company's competitors and other competitive factors, adoption of new
technologies, and the cost, quality and availability of cell and tissue samples
and related reagents.


                                      11.

<PAGE>   12

RESULTS OF OPERATIONS

        Three Months and Nine Months Ended September 30, 1998 and 1997

        Revenue was $2.7 million and $8.6 million for the three months and nine
months ended September 30, 1998, respectively, compared to $607,000 and $774,000
for the same periods in 1997. The increase in revenues resulted from the
collaboration agreements which the Company entered into primarily during the
last year. Nonrefundable technology and database access fees are recognized
evenly over the term of the Company's collaboration agreements. Revenues from
research and development support and milestone payments are recognized when they
are earned in accordance with the applicable performance requirements and
contractual terms. Revenues from genomic screening services are recognized upon
completion of the services. Revenues for such amounts deferred until earned.

        Nonrefundable signing fees that are not contingent upon future
performance under the terms of collaboration agreements are recognized as
revenue upon execution of the agreements. Pursuant to a certain collaboration
agreement, the Company is creating a research database in exchange for a fixed
fee. Revenues from this collaboration are recognized on the
percentage-of-completion method, primarily based on man-months incurred to date
compared with total estimated man-months for development of such database. Under
such agreement, the full amount is to be paid by the collaborator in 1999. As of
September 30, 1998, unbilled receivables in the amount of approximately $1.1
million are due from such collaborator.

        Research and development expenses increased to $4.1 million and $11.2
million for the three months and nine months ended September 30, 1998,
respectively, compared to $1.5 million and $3.3 million for the same periods in
1997. The increase in research and development expenses for the three months
ended September 30, 1998 was attributable to: (i) a thirty percent (30%)
increase in personnel expenses, (ii) a twenty percent (20%) increase in research
agreement expenses, (iii) a thirteen percent (13%) increase in facility costs,
(iv) a ten percent (10%) increase in laboratory supplies, and (v) a ten percent
(10%) increase in depreciation expense as a result of the Company expanding its
target discovery and bioinformatics businesses and its Flow-thru Chip
development. The Company expects research and development expenses to continue
to increase as personnel and research and development activities are expanded to
accommodate new and existing collaborations.

        General and administrative expenses increased to $1.7 million and $5.0
million for the three months and nine months ended September 30, 1998,
respectively, compared to $1.2 million and $2.4 million for the same periods in
1997. The increase for the three months ended September 30, 1998 is due
primarily to: (i) a fifty percent (50%) increase in personnel expenses, (ii) a
thirty percent (30%) increase in facility costs, and (iii) a ten percent (10%)
increase in depreciation expense as a result of the Company's expanding
operations and business development efforts. The Company expects that general
and administrative expenses will continue to increase as the Company continues
to expand its operations.

        Net interest income increased to $428,000 and $1.5 million for the three
months and nine months ended September 30, 1998, respectively, from $264,000 and
$355,000 for the same periods in 1997 due to the investment of proceeds from the
Company's private placement of equity securities and initial public offering in
1997.

LIQUIDITY AND CAPITAL RESOURCES

        From inception through September 30, 1998, the Company financed its
operations through proceeds from the Company's initial public offering and
private placements of equity securities, payments from collaborative partners, a
capital lease and equipment loans. In November 1997, the Company completed an
initial public offering of 3,347,000 shares of its Common Stock (including
exercise of the underwriters' over-allotment option), generating net proceeds of
approximately $23.9 million. The 


                                      12.

<PAGE>   13

private placements of equity securities have provided the Company with aggregate
gross proceeds of approximately $33.2 million. The Company has received, as of
September 30, 1998, $9.9 million under its collaborations for technology and
database access fees, signing fees and research funding. In connection with the
Company's collaboration with Hoechst Schering AgrEvo ("AgrEvo"), the Company
holds a promissory note for $1.0 million due from AgrEvo in January 1999. The
Company has also obtained $471,000 of capital lease financing and $5.4 million
under equipment loans. As of September 30, 1998, the Company had approximately
$34.7 million in cash and marketable securities, compared to $46.6 million as of
December 31, 1997.

        In connection with the Merger, the Company entered into a loan agreement
with Oncormed whereby the Company agreed to make available to Oncormed through
the earlier of the consummation of the Merger and February 28, 1999, a credit
facility of up to $2.0 million (the "Loan") to be used by Oncormed for working
capital purposes. As of the consummation of the Merger, the Company advanced to
Oncormed $1.5 million under the Loan. In addition, the Company paid certain
amounts on behalf of Oncormed in the amount of $323,000. These intercompany
transaction amounts have been eliminated in consolidation in the accompanying
consolidated financial statements at September 30, 1998. The Company expects to
continue to pay certain amounts on behalf of its wholly-owned subsidiary, Gene
Logic Acquisition Corp., until such subsidiary generates working capital
sufficient to support its operations.

        In connection with the Merger, the Company acquired in-process research
and development, which is comprised of several individual on-going technologies.
Remaining development efforts for these projects are highly complex and include
the development and validation of the necessary biochemistry, molecular biology
and bioinformatic tools and information, as well as small-scale deployment and
commercial introduction. The Company expects to spend approximately $3.9 million
over the next 12 months in order for the Company to develop commercially viable
products using such technologies and to begin to generate revenues from such
technologies. Costs to complete development of these technologies are estimated
to be $1.3 million in 1998 and $2.6 million in 1999. Funding for such efforts is
expected to be obtained from internally generated sources. These estimates are
subject to change, given the uncertainties of the development process, and no
assurance can be given that deviations from these estimates will not occur.
Descriptions of costs, timing and anticipated benefits of completing the
development of such technologies are forward-looking statements that involve
risks and uncertainties. The Company's actual costs and timing to complete
development of the technologies and any benefits derived therefrom will depend
on many factors, including the Company's ability to complete development of the
technologies successfully, to overcome remaining technical obstacles and
competing technologies, to gain market acceptance of products using such
technologies and to adapt to market developments and the availability to the
Company of adequate capital resources to commercialize such technologies. There
can be no assurance that the Company will be successful in developing and
commercializing such technologies. If the Company is unsuccessful in developing
or commercializing such technologies, the Company will not achieve the benefits
expected from acquiring such technologies or obtain a return on its investment
in connection with the Merger and would likely discontinue its operations with
respect to such technologies.

     The Company recorded a restructuring liability as a result of the Merger
consisting of $373,000 in costs associated with the involuntary termination of
ten Oncormed employees and approximately $1.2 million in contract termination
costs, including the termination of the License Agreement with Incyte in which
the Company repaid $924,000 that had been prepaid by Incyte. The Company intends
to terminate additional agreements that it deems to have no on-going economic
value to the Company. The estimated costs to terminate such agreements have been
included within the recorded restructuring liability. The Company believes that
the termination of additional agreements will not adversely affect the Company's
operations. There can be no assurance, however, that the termination of such
agreements will not have an adverse effect on the Company's operations.

        Net cash used in operating activities was $7.7 million for the nine
months ended September 30, 1998, as compared to net cash used in operating
activities of $1.8 million for the nine months ended September 30, 1997. The
increase in net cash used in operating activities resulted from timing of
payments from collaborative partners, revenue recognized under collaborations
and timing of payments relating to the Company's obligations. The Company's
investing activities, other than purchases, sales and maturities of available
for sale securities, primarily consisted of capital expenditures, which totaled
$5.6 million for the nine months ended September 30, 1998, as compared to $1.8
million for the nine 

                                      13.


<PAGE>   14

months ended September 30, 1997. The increase was primarily due to funding
tenant improvements relating to the completion of the Company's new office and
research laboratory facility in February 1998 and purchases of laboratory and
computer equipment and furniture to support the Company's expanding business. In
addition, the Company had cash outlays of approximately $2.0 million as a result
of the acquisition of Oncormed. Net cash provided by financing activities was
$4.0 million for the nine months ended September 30, 1998, as compared to net
cash provided by financing activities of $20.0 million for the nine months ended
September 30, 1997. The decrease is due to proceeds from the Company's private
placement of equity securities in 1997 which was offset by proceeds received
under an equipment loan that was entered into in June 1998.

        As of December 31, 1997, the Company had net operating loss
carryforwards of approximately $8.9 million to offset federal and state income
taxes. The Company's research and development tax credit carryforwards were
approximately $331,000 as of December 31, 1997 for federal income tax purposes.
If not utilized, the federal and state net operating loss carryforwards will
expire through 2012.

        To date, all revenue received by the Company has been generated 
principally from its collaborations. The Company expects that substantially all
revenue for the foreseeable future will come from collaborative partners and
interest income. Furthermore, the Company's ability to achieve profitability
will be dependent upon the ability of the Company to enter into additional
collaborations. There can be no assurance that the Company will be able to
negotiate additional collaborations in the future on acceptable terms, if at
all, or that current or future collaborations will be successful and provide the
Company with expected benefits.

        In June 1998, Gene Logic and Oxford Venture Leasing, LLC ("Oxford
Leasing") entered into a Master Loan and Security Agreement (the "Oxford Loan")
for the financing of laboratory, computer and office equipment. Under the Oxford
Loan, Gene Logic may borrow up to $5.0 million through June 1999. In addition,
Gene Logic entered into promissory notes with Oxford Leasing (the "Promissory
Notes") in the amounts of approximately $3.6 million and $706,000 during the
three months ended June 30, 1998 and September 30, 1998, respectively, which
bear interest at 8.8% and 7.8%, respectively. The Promissory Notes are payable
in 48 equal monthly installments including a 15.0% balloon payment at the end of
the initial term of each Promissory Note. Gene Logic granted Oxford Leasing a
security interest, collateralized by all the equipment and fixtures acquired
under the Oxford Loan. Each Promissory Note was assigned by Oxford Leasing to
Phoenixcor, Inc.

        The Company believes that existing cash and marketable securities and
anticipated cash flow from its current collaborations will be sufficient to
support the Company's operations for at least the next 24 months. The estimate
for the period for which the Company expects its available cash balances and
estimated cash flow from its current collaborations to be sufficient to meet its
capital requirements is a forward-looking statement that involves risks and
uncertainties. The Company's actual future capital requirements and the adequacy
of its available funds, will depend on many factors, including progress of its
discovery programs, the number and breadth of these programs, the ability of the
Company to establish and maintain additional collaboration and licensing
arrangements, the commercial success of the in-process technologies acquired in
the Merger and the progress of the development and commercialization efforts
of the Company's collaborative partners. These factors also include the level of
the Company's activities relating to its independent discovery programs and to
the development and commercialization rights it retains in its collaboration
arrangements, competing technological and market developments, the costs
associated with obtaining access to tissue samples and related information and
the costs involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims and other intellectual property rights. The Company expects that
it will require significant additional financings in the future, which it may
seek to raise 


                                      14.
<PAGE>   15

through public or private equity offerings, debt financing or additional
collaboration and licensing arrangements. No assurance can be given that
additional financing or collaboration and licensing arrangements will be
available when needed, if at all, or that, if available, will be obtained on
terms favorable to the Company and its stockholders. To the extent that the
Company raises additional capital by issuing equity or convertible debt
securities, ownership dilution to stockholders will result. If adequate
financing is not available when needed, the Company may be required to curtail
significantly one or more of its research and development programs or to obtain
funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies,
discoveries or potential products, or to grant licenses on terms that are not
favorable to the Company, any of which could have a material adverse effect on
the Company's business, financial condition and results of operations. In the
event that adequate funds are not available, the Company's business would be
adversely affected.

YEAR 2000 COMPLIANCE

        Many computer systems and software products are coded to accept two
digit entries in the date code field. These date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates. As
a result, in less than two years, computer systems and software used by many
companies may need to be upgraded to comply with such "Year 2000" requirements.
The Company uses a significant number of computer software programs and
operating systems in connection with its database products, services and
internal operations. Such software and systems were purchased and installed with
a view towards Year 2000 compliance. Nevertheless, Year 2000 problems could
affect the Company's research and development, financial, administrative and
communication operations.

        The Company is in the process of formulating and implementing a program
designed to address any Year 2000 problems. As a result, a project team has
performed an initial review of all internal computer systems and is developing
and implementing a more detailed assessment to include internal and external
compliance audits, Year 2000 validation testing, Year 2000 certification from
third parties the Company has material agreements with and contingency plans.
Systems critical to the Company's business identified as non-Year 2000 compliant
will be replaced or corrected through programming modifications and/or software
upgrades. In addition, third parties such as vendors, major collaborative
partners, service suppliers, communication providers and banks will be asked to
verify, through a compliance assurance questionnaire, their Year 2000 readiness.
The Company expects these projects to be successfully completed in 1999. The
estimated timing of completion of these efforts is a forward-looking statement
that involves risk and uncertainties, including the risk that such efforts will
not adequately address such Year 2000 problems and that, as a result, the
Company's business will be adversely affected. The Company has not assessed
software and systems which were acquired from Oncormed in connection with the
Merger, however, the Company plans to undertake a review commensurate with its
review of existing software and systems.

        External and internal costs specifically associated with modifying
internal software for Year 2000 compliance are expensed as incurred. To date,
costs have not been material and are not expected to be in the future. Such
costs do not include normal system upgrades and replacements. Based on the
Company's current plans and efforts to date, the Company believes that changes
mandated by the Year 2000 issue will not cause any material adverse effects on
the Company's business, financial condition and results of operations. There is
no guarantee, however, that all problems will be foreseen and corrected, or that
no material disruption of the Company's business will occur.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        The Company does not hold any financial instruments subject to
significant market risk.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        The Company is not a party to any legal proceedings.


                                      15.
<PAGE>   16

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        Recent Sales of Unregistered Securities

        During the quarter ended September 30, 1998, the Company has not sold or
issued any securities which were not registered under the Securities Act of
1933, as amended (the "Securities Act").

        On November 20, 1997, the Company's Form S-1 Registration Statement
(File no. 333-37317) was declared effective by the Securities and Exchange
Commission. The Registration Statement, as amended, covered the offering of
3,000,000 shares of the Company's Common Stock, $.01 par value. The offering
commenced on November 21, 1997 and the sale to the public of 3,000,000 shares of
Common Stock at $8.00 per share was completed on November 26, 1997 for an
aggregate price of $24.0 million. The Registration Statement covered an
additional 450,000 shares of Common Stock that the underwriters had the option
to purchase solely to cover over-allotments. The managing underwriters for the
offering were BancAmerica Robertson Stephens, Hambrecht & Quist LLC and UBS
Securities LLC. On December 22, 1997, the underwriters exercised their option to
purchase 347,000 additional shares of Common Stock. A total of 3,347,000 shares
of Common Stock were sold in the offering at an aggregate price of approximately
$26.8 million. All of the shares sold in the offering were sold by the Company.

        Expenses incurred by the Company through December 31, 1997 in connection
with the issuance and distribution of Common Stock in the offering included
underwriting discounts, commissions and allowances and other expenses of
approximately $1.9 million and $1.0 million, respectively. Total offering
expenses of approximately $2.8 million resulted in net offering proceeds to the
Company of approximately $23.9 million. No expenses were paid to directors,
officers or affiliates of the Company or 10% owners of any class of equity
securities of the Company.

        Of the net offering proceeds to the Company of approximately $23.9
million, through September 30, 1998, approximately $2.3 million had been used to
fund tenant improvements, approximately $3.2 million had been used to fund
capital expenditures, approximately $667,000 had been used to repay obligations
under a capital lease and equipment loans, approximately $2.0 million had been
used for the Oncormed acquisition, approximately $11.0 million had been used for
expansion of internal research and development capabilities and approximately
$4.9 million had been used for general corporate purposes. No payments were made
to directors, officers or affiliates of the Company or 10% owners of any class
of equity securities of the Company. Based on the foregoing, the Company has
spent all proceeds from the offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held a Special Meeting of Stockholders on September 28, 1998 (the
"Special Meeting"). At the Special Meeting, the Company's stockholders approved
and adopted the Agreement and Plan of Merger and Reorganization between the
Company, Gene Logic Acquisition Corp., a wholly-owned subsidiary of the Company,
and Oncormed, and approved the merger of Oncormed with and into Gene Logic
Acquisition Corp.

        At the Special Meeting, 10,001,403 shares out of a total of 14,788,445
shares of Common Stock outstanding as of the record date were represented in
person or by proxy.


                                      16.

<PAGE>   17

        The proposal considered at the Special Meeting was voted on as follows:

        1. Proposal to approve and adopt the Agreement and Plan of Merger and
Reorganization between the Company, Gene Logic Acquisition Corp. and Oncormed
and approve the merger of Oncormed with and into Gene Logic Acquisition Corp.

<TABLE>
<CAPTION>

              VOTES FOR        VOTES AGAINST      VOTES ABSTAINED
              ---------        -------------      ---------------
<S>                            <C>                <C>    
              9,187,929            395,335            418,139
</TABLE>

ITEM 5. OTHER INFORMATION.

        None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A)     EXHIBITS:

               10.6     The Company's 1997 Non-Employee Directors' Stock Option 
                        Plan, as corrected.

               11.1     Statement regarding computation of net loss per share

               27.1     Financial Data Schedule

        B)     REPORTS ON FORM 8-K:

               The Company filed a report on Form 8-K on July 6, 1998 related to
               an Agreement and Plan of Merger and Reorganization between the
               Company, Gene Logic Acquisition Corp. and Oncormed.

               The Company filed a report on Form 8-K on October 8, 1998 related
               to the consummation of the merger between Gene Logic Acquisition
               Corp. and Oncormed.

                                      17.
<PAGE>   18



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              GENE LOGIC INC.


Date: November 16, 1998       By: /s/ Michael J. Brennan, M.D., Ph.D.
                                  ------------------------------------
                                  Michael J. Brennan, M.D., Ph.D.
                                  President, Chief Executive Officer 
                                  and Director (Principal Executive 
                                  Officer)


Date: November 16, 1998       By: /s/ Mark D. Gessler
                                  ------------------------------------
                                  Mark D. Gessler
                                  Senior Vice President, Corporate Development
                                  Chief Financial Officer and Secretary
                                  (Principal Financial and Accounting Officer)



                                      18.