**Exhibit 10.75**
EMPLOYMENT AGREEMENT
               THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as ofMay 30, 2002 by and between GENE LOGIC INC., a Delaware corporation (the“Company”) and DUDLEY STAPLES, a Maryland resident (“STAPLES”).
RECITALS:
     The Company desires to secure the services of STAPLES and STAPLES desiresto perform such services for the Company on the terms and conditions as setforth in this Agreement.
     NOW, THEREFORE, in consideration of these premises and the mutual promisesand conditions contained in this Agreement, the parties hereto hereby agree asfollows:
     1.     Employment and Duties. Subject to the terms and conditions of thisAgreement, the Company shall employ STAPLES as the Senior Vice President,General Counsel of the Company and STAPLES hereby accepts such employment andsuch position. STAPLES shall devote his full time, ability, attention,knowledge and skill to performing all duties as Senior Vice President, GeneralCounsel of the Company as lawfully assigned or delegated to him by thePresident & CEO.
     2.     Base Salary. In consideration for STAPLES’s services to the Companyduring the term of his employment under this Agreement, STAPLES shall receivean annualized base salary of $205,000 during 2002, and thereafter in suchamounts as may be mutually agreed by the Company and STAPLES, but not less than$205,000. Base salary shall be paid in equal, semi-monthly installments fromwhich the Company shall withhold and deduct all applicable federal and stateincome, social security, disability and other taxes as required by applicablelaws.
     3.     Incentive Stock Options. The Company will grant 65,000 incentive stockoptions, to the maximum extent allowed under IRS rules, to STAPLES, contingentupon approval by the Board of Directors. Such incentive stock options shallbecome exercisable according to the schedule established by the Board ofDirectors for the Company’s Incentive Stock Option Plan.
     5.     Additional Compensation and Benefits.
               5.1     Executive Bonus Program. You are eligible to participate in theExecutive Bonus Program which has an annualized potential of $50,000. You willbe eligible to receive a prorated portion of this based upon your start dateand the achievement of goals and successful attainment of objectives asmutually agreed by you and the President & CEO.
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               5.2     Medical Benefits, Vacation and Sick Leave. STAPLES shall be entitledto participate in such medical, health and life insurance plans as the Companymay from time to time implement, and to receive twenty-eight (28) days of paidvacation per year and sick leave on the same basis as the Company’s othersenior executives. This paid time off will be prorated depending on actual start date to accrue at 9.33hours per pay period.
               5.3     Pension Plan. STAPLES shall be entitled to participate as abeneficiary under such pension plan(s) as the Company may from time to timeadopt, on the same basis as the Company’s other senior executives.
     6.     Confidentiality and Proprietary Inventions Agreement. Upon thecommencement of the term of this Agreement, STAPLES shall enter into theCompany’s standard form of agreement relating to the treatment of the Company’sconfidential information and ownership of proprietary inventions.
     7.     Term of Employment. Subject to the provisions of Section 8, theterm of the employment engaged by this Agreement shall be a period of four (4)years commencing on May 30, 2002 and ending four (4) years later, May 29, 2006whereupon the term shall automatically renew for successive one (1) yearperiods unless one of the parties to the Agreement shall have given notice ofits intention to terminate the Agreement not later than ninety (90) days priorto the end of such initial term or any such renewal term.
     8.     Termination of Employment.
               8.1     For Cause. The Company may terminate this Agreement, effectiveimmediately upon written notice to STAPLES, if at any time, in the reasonableopinion of the Company’s Board of Directors, (a) STAPLES commits any materialact of dishonesty, fraud or embezzlement with respect to the Company or anysubsidiary or affiliate thereof, (b) is convicted of a crime of moralturpitude, or (c) breaches any material obligation under this Agreement. TheCompany’s total liability to STAPLES in the event of termination of STAPLES’semployment under this Subsection 8.1 shall be limited to the payment ofSTAPLES’s salary and benefits through the effective date of termination.
               8.2     Without Cause. The Company may terminate this agreement without causeupon thirty (30) days’ written notice to STAPLES. Upon any termination of thisagreement without cause by the Company, the Company shall pay to STAPLES asseverance pay in one lump sum an amount equal to six months of his currentsalary in addition to such other compensation to which STAPLES may be entitledprior to the date of termination.
               8.3     By STAPLES. STAPLES reserves the right to terminate his employmenthereunder for any reason upon thirty (30) days’ written notice to the Company.The Company’s total liability to STAPLES in the event of termination ofSTAPLES’s employment under this Subsection 8.3 shall be limited
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to the paymentof STAPLES’s salary and benefits through the effective date of termination andthe provisions of Subsection 8.2 shall not apply.
               8.4     Executive Severance Plan. The Board will be asked to approve STAPLES’inclusion in the Executive Severance Plan.
     9.     Miscellaneous.
               9.1     Modification. Any modification of this Agreement shall be effectiveonly if reduced to writing and signed by the parties to be bound thereby.
               9.2     Entire Agreement. This Agreement constitutes the entire agreementbetween the Company and STAPLES pertaining to the subject matter hereof andsupersedes all prior or contemporaneous written or verbal agreements andunderstandings between the parties in connection with the subject matterhereof.
               9.3     Severability. If any provision of this Agreement is held by a courtof competent jurisdiction to be invalid, void or unenforceable, the remainingprovisions shall, nevertheless, continue in full force and effect without beingimpaired or invalidated in any way.
               9.4     Waiver. The parties hereto shall not be deemed to have waived any oftheir respective rights under this Agreement unless the waiver is in writingand signed by the waiving party. No delay in exercising any right shall be awaiver of such right nor shall a waiver of any right on one occasion operate asa waiver of such right on a future occasion.
               9.5     Costs of Enforcement. If any action or proceeding shall be commencedto enforce this Agreement or any right arising in connection with thisAgreement, each party shall initially bear its own costs and legal feesassociated with such action or proceeding. The prevailing party in any suchaction or proceeding shall be entitled to recover from the other party thereasonable attorneys’ fees, costs and expenses incurred by such prevailingparty in connection with such action or proceeding.
               9.6     Notices. All notices provided for herein shall be in writing anddelivered personally or sent by United States mail, registered or certified,postage paid or by Federal Express, addressed as follows:   To the Company: Gene Logic Inc.