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By-laws - ORE PHARMACEUTICAL HOLDINGS INC. - 5-15-2000

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By-laws - ORE PHARMACEUTICAL HOLDINGS INC. - 5-15-2000 Powered By Docstoc
					EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF GENE LOGIC, INC. (A DELAWARE CORPORATION) ADOPTED: MARCH 9, 2000

TABLE OF CONTENTS

ARTICLE I Section 1. Section 2. ARTICLE II Section 3. ARTICLE III Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. ARTICLE IV Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. Section 22. Section 23. Section 24. Section 25. Section 26.

OFFICES.................................................................... Registered Office.................................................... Other Offices........................................................ CORPORATE SEAL............................................................. Corporate Seal....................................................... STOCKHOLDERS' MEETINGS..................................................... Place Of Meetings.................................................... Annual Meetings...................................................... Special Meetings..................................................... Notice Of Meetings................................................... Quorum............................................................... Adjournment And Notice Of Adjourned Meetings......................... Voting Rights........................................................ Joint Owners Of Stock................................................ List Of Stockholders................................................. Action Without Meeting............................................... Organization......................................................... DIRECTORS.................................................................. Number And Term Of Office............................................ Powers............................................................... Classes of Directors................................................. Vacancies............................................................ Resignation.......................................................... Removal.............................................................. Meetings............................................................. Quorum And Voting.................................................... Action Without Meeting............................................... Fees And Compensation................................................ Committees........................................................... Organization.........................................................

TABLE OF CONTENTS (CONTINUED) PAGE
ARTICLE V Section 27. Section 28. Section 29. Section 30. Section 31. ARTICLE VI OFFICERS................................................................... Officers Designated.................................................. Tenure And Duties Of Officers........................................ Delegation Of Authority.............................................. Resignations......................................................... Removal.............................................................. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION..................................... Section 32. Section 33. ARTICLE VII Section 34. Section 35. Section 36. Section 37. Section 38. ARTICLE VIII Section 39. ARTICLE IX Section 40. Section 41. ARTICLE X Section 42. ARTICLE XI Section 43. Execution Of Corporate Instruments................................... Voting Of Securities Owned By The corporation........................ SHARES OF STOCK............................................................ Form And Execution Of Certificates................................... Lost Certificates.................................................... Transfers............................................................ Fixing Record Dates.................................................. Registered Stockholders.............................................. OTHER SECURITIES OF THE CORPORATION........................................ Execution Of Other Securities........................................ DIVIDENDS.................................................................. Declaration Of Dividends............................................. Dividend Reserve..................................................... FISCAL YEAR................................................................ Fiscal Year.......................................................... INDEMNIFICATION............................................................ Indemnification Of Directors, Executive Officers, Other Officers, Employees And Other Agents........................................... NOTICES.................................................................... Section 44. ARTICLE XIII Section 45. ARTICLE XIV Section 46. Notices.............................................................. AMENDMENTS................................................................. Amendments........................................................... LOANS TO OFFICERS.......................................................... Loans To Officers....................................................

ARTICLE XII

AMENDED AND RESTATED BY-LAWS OF GENE LOGIC INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II CORPORATE SEAL SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE III STOCKHOLDERS' MEETINGS SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof. SECTION 5. ANNUAL MEETINGS. (a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation's notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph,

who is entitled to vote at the meeting and who complied with the notice procedures set forth in Section 5. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of these By-laws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under the of Delaware General Corporation Law, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this Section 5(b)), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation's voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 5. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are

owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice"). (c) Notwithstanding anything in the second sentence of Section (b) of these By-laws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation. (d) Only such persons who are nominated in accordance with the procedures set forth in this Section 5 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 5. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these By-laws and, if any proposed nomination or business is not in compliance with these By-laws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded. (e) Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these By-laws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the 1934 Act. (f) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act. SECTION 6. SPECIAL MEETINGS. (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized

directorships at the time any such resolution is presented to the Board of Directors for adoption) and shall be held at such place, on such date, and at such time as the Board of Directors, shall fix (b) If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these By-laws. If the notice is not given within one hundred (100) days after the receipt of the request, the person or persons properly requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. (c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in these By-laws who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 6(c). In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice required by Section 5(b) of these By-laws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above. SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. SECTION 8. QUORUM. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these By-laws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, the Certificate of Incorporation or these By-laws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these By-laws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these By-laws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these By-laws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast by the holders of shares of such class or classes or series shall be the act of such class or classes or series. SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 10. VOTING RIGHTS. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these By-laws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the Delaware General Corporation Law, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest. SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present. SECTION 13. ACTION WITHOUT MEETING. (a) No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these By-laws, and no action shall be taken by the stockholders by written consent. SECTION 14. ORGANIZATION. (a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. (b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in

such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. ARTICLE IV DIRECTORS SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these By-laws. SECTION 16. POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. SECTION 17. CLASSES OF DIRECTORS. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the adoption and filing of the Certificate of Incorporation providing for the classified Board, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the adoption and filing of the Certificate of Incorporation providing for the classified Board, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the adoption and filing of the Certificate of Incorporation providing for the classified Board, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 18. VACANCIES. (a) Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this By-law in the case of the death, removal or resignation of any director. (b) If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the Delaware General Corporation Law. SECTION 19. RESIGNATION. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. SECTION 20. REMOVAL (a) Neither the Board of Directors nor any individual director may be removed without cause. (b) Subject to any limitation imposed by law, any individual director or directors may be removed with cause by the affirmative vote of a majority of the voting power of the corporation entitled to vote at an election of directors. SECTION 21. MEETINGS. (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such

meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. (b) REGULAR MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors. No formal notice shall be required for regular meetings of the Board of Directors. (c) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President or any two of the directors (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (e) NOTICE OF MEETINGS. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (f) WAIVER OF NOTICE. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 22. QUORUM AND VOTING. (a) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a

quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these By-laws. SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. SECTION 25. COMMITTEES. (a) EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation. (b) OTHER COMMITTEES. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these By-laws. (c) TERM. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to any requirements of any outstanding series of preferred stock and

the provisions of subsections (a) or (b) of this By-law, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) MEETINGS. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. SECTION 26. ORGANIZATION. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. ARTICLE V OFFICERS SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected at the annual

organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors. SECTION 28. TENURE AND DUTIES OF OFFICERS. (a) GENERAL. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28. (c) DUTIES OF PRESIDENT. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (e) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these By-laws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these By-laws and other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the

Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (f) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof. SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. SECTION 31. REMOVAL. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors. ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into

contracts on behalf of the corporation, except where otherwise provided by law or these By-laws, and such execution or signature shall be binding upon the corporation. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.. SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. ARTICLE VII SHARES OF STOCK SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences

and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. SECTION 36. TRANSFERS. (a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares. (b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Delaware General Corporation Law. SECTION 37. FIXING RECORD DATES. (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such

purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VIII OTHER SECURITIES OF THE CORPORATION SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. ARTICLE IX DIVIDENDS SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

SECTION 41. DIVIDENDS RESERVE. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X FISCAL YEAR SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XI INDEMNIFICATION SECTION 43. INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, "executive officers" shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the Delaware General Corporation Law or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or any other applicable law or (iv) such indemnification is required to be made under subsection (d). (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the Delaware General Corporation Law or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person (except executive officers) to such officers or other persons as the Board of Directors shall determine.

(c) EXPENSES. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this By-law or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this By-law, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation. (d) ENFORCEMENT. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this By-law shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this By-law to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law or any other applicable

law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation. (e) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this By-law shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law, or by any other applicable law. (f) SURVIVAL OF RIGHTS. The rights conferred on any person by this By-law shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (g) INSURANCE. To the fullest extent permitted by the Delaware General Corporation Law or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this By-law. (h) AMENDMENTS. Any repeal or modification of this By-law shall only be prospective and shall not affect the rights under this By-law in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. (i) SAVING CLAUSE. If this By-law or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this By-law that shall not have been invalidated, or by any other applicable law. If this Section 43 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under any other applicable law. (j) CERTAIN DEFINITIONS. For the purposes of this By-law, the following definitions shall apply: (1) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding. (3) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this By-law with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (4) References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. (5) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw. ARTICLE XII NOTICES SECTION 44. NOTICES. (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these By-laws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent. (b) NOTICE TO DIRECTORS. Any notice required to be given to any director may be given by the method stated in subsection (a), or by overnight delivery service, facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to

such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director. (c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained. (d) TIME NOTICES DEEMED GIVEN. All notices given by mail or by overnight delivery service, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission. (e) METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. (f) FAILURE TO RECEIVE NOTICE. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice. (g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or By-laws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. (h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or By-laws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such

person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. ARTICLE XIII AMENDMENTS SECTION 45. AMENDMENTS. Subject to paragraph (h) of Section 43 of the By-laws, the By-laws may be altered or amended or new By-laws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal By-laws. ARTICLE XIV LOANS TO OFFICERS SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these By-laws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

EXHIBIT 10.55 GENE LOGIC INC. EXECUTIVE SEVERANCE PLAN ADOPTED MARCH 19, 1999 AMENDED BY THE COMPENSATION COMMITTEE ON MARCH 9, 2000 SECTION 1. INTRODUCTION. The Gene Logic Inc. Executive Severance Plan (the "Plan") was approved by the Board of Directors of Gene Logic Inc. on March 19, 1999. The purpose of the Plan is to encourage eligible employees of the Company to continue as employees of the Company in the event of a Change of Control (as defined herein) and to provide for the payment of severance benefits to such employees in the event their employment with the Company is terminated, as provided herein, within a specified period preceding or following a Change of Control. Except as otherwise stated herein, this Plan shall supersede both any severance benefit plan, policy or practice previously maintained by the Company and any employment agreement entered into by the Company with an individual employee, but only to the extent that such plan, policy, practice or individual employment agreement addressed the provision of severance benefits under circumstances covered by the Plan. Notwithstanding the foregoing, this Plan shall not limit or restrict in any way the provisions of the Gene Logic Inc. Equity Incentive Plan, as amended (the "Equity Incentive Plan"), including but not limited to the provisions of that section entitled "Adjustments upon Changes in Stock," and any provisions of the Plan relating to the treatment of stock awards issued under the Equity Incentive Plan shall be construed only to provide additional benefits to Eligible Employees holding one or more stock awards granted under the Equity Incentive Plan. This Plan document is also the Summary Plan Description for the Plan. SECTION 2. ELIGIBILITY FOR BENEFITS. (a) "Eligible Employees" are the Chief Executive Officer, President, and Chief Operating Officer of the Company, all employees who hold the position of senior vice president of the Company, and selected employees who hold the title vice president, "director" or "senior director" with the Company and are designated in writing by the Company, in its sole and absolute discretion, as eligible to receive benefits under the Plan. No other employees of or consultants to the Company shall be eligible to receive benefits under the Plan. An Eligible Employee shall be eligible for benefits under the Plan if such Eligible Employee's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, in either case on or within three (3) months prior to, upon the occurrence of, or on or within thirteen (13) months following, the effective date of a Change of Control. In addition, an Eligible Employee shall be eligible for benefits under the Plan if such Eligible Employee's employment with the Company terminates due to death or Disability on or within thirteen (13) months following the effective date of a Change of Control. Notwithstanding anything herein to the contrary, upon a Change of Control: (i) an Eligible Employee shall become 100% fully vested in the Eligible Employee's nonvested stock options, if any, that were previously granted to the Eligible Employee under the Company's discretionary stock plans, 1.

including, without limitation, the Gene Logic Inc. 1997 Equity Incentive Plan and (ii) the Company's repurchase option with respect to any unvested option shares that were acquired on or before the Change of Control will expire in full. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan if the Eligible Employee's employment with the Company is terminated due to any reason other than Involuntary Termination Without Cause, Constructive Termination, death or Disability. (b) In order to be eligible to receive benefits under the Plan, an Eligible Employee must execute the form of Acknowledgement and Acceptance of Plan Benefits in the form attached hereto as Exhibit A and must execute a general waiver and release in the form attached hereto as Exhibits B and Exhibit C, as appropriate. BENEFITS.. SECTION 3. BENEFITS. (a) Eligible Employees will receive the benefits described in the appropriate Benefit Schedule covering the job title held by the Eligible Employee at the time of his or her Termination Date and for which the Eligible Employee has been designated by the Company, as applicable, which Benefit Schedule is attached hereto. In the event that the Eligible Employee holds one or more job titles for which different benefits are provided under the Plan, the Eligible Employee shall be eligible to receive benefits under the schedule with the more valuable set of benefits. (b) COBRA CONTINUATION. (i) Each Eligible Employee who is enrolled in a group health plan sponsored by the Company may be eligible to continue coverage under such group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") at the time of the Eligible Employee's termination of employment. The Company will notify the individual of any such right to continue health coverage at the time of termination. (ii) The Company will pay the Eligible Employee's COBRA premiums during the Severance Period. The Company will pay the COBRA premiums for the Eligible Employee's dependents during the Severance Period if, and only to the extent that, such dependents were enrolled in a group health plan sponsored by the Company prior to the Eligible Employee's Termination Date and some or all of such dependents' premiums under such plan were paid by the Company prior to the Eligible Employee's Termination Date. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company's payment of any applicable premiums during the Severance Period will be credited as payment by the Eligible Employee for purposes of the Eligible Employee's payment required under COBRA. Therefore, the period during which an Eligible Employee must elect to continue the Company's group health coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the obligation to pay premiums that the Company pays during the Severance Period) will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the Severance Period the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period, if any. 2.

(c) OUTPLACEMENT BENEFITS. Each Eligible Employee will receive outplacement services through a vendor of the Company's choice following the Eligible Employee's Involuntary Termination Without Cause or Constructive Termination. Payment for such outplacement services shall be made directly to the service provider, and the Company shall not be obligated to make any payments to the Eligible Employee regardless of whether he or she utilizes such outplacement services and what the cost of any such outplacement services are. The total cost to the Company of such outplacement services shall not exceed the amounts described in the Benefit Schedule attached hereto. SECTION 4. LIMITATIONS ON BENEFITS. (a) PARACHUTE PAYMENTS. (i) If any payment or benefit an Eligible Employee would receive under this Plan ("Payment"), when combined with any other payment or benefit such Eligible Employee receives which is treated as contingent on the occurrence of a change in ownership of the Company within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder, ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be either (x) the full amount of such Payment or (y) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account applicable federal, state and local employment taxes, income taxes, the Excise Tax, and any other applicable taxes, results in the Eligible Employee's receipt, on an after-tax basis, of the greater portion of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. (ii) Unless the Company and Eligible Employee otherwise agree in writing, any determination required under this subsection shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Eligible Employee and the Company for all purposes. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Eligible Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection. (iii) If, notwithstanding any reduction described in this subsection, the IRS determines that the Eligible Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then the Eligible Employee shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that the Eligible Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the "Repayment Amount." The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required 3.

to be paid to the Company so that the Eligible Employee's net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the Eligible Employee's net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, the Eligible Employee shall pay the Excise Tax. (iv) Notwithstanding any other provision of this Subsection 4(a), if (A) there is a reduction in the payment of benefits as described in this subsection, (B) the IRS later determines that the Eligible Employee is liable for the Excise Tax, the payment of which would result in the maximization of the Eligible Employee's net after-tax proceeds (calculated as if the Eligible Employee's benefits had not previously been reduced), and (C) the Eligible Employee pays the Excise Tax, then the Company shall pay to the Eligible Employee those benefits which were reduced pursuant to this subsection contemporaneously or as soon as administratively possible after the Eligible Employee pays the Excise Tax so that the Eligible Employee's net after-tax proceeds with respect to the payment of benefits is maximized. (v) If the Eligible Employee either (1) brings any action to enforce rights pursuant to this subsection 4(a), or (2) defends any legal challenge to his or her rights hereunder, the Eligible Employee shall be entitled to recover attorneys' fees and costs incurred in connection with such action, regardless of the outcome of such action; provided, however, that in the event such action is commenced by the Eligible Employee, the court finds the claim was brought in good faith. (b) DUPLICATION OF BENEFITS. Notwithstanding any other provision of the Plan to the contrary, any benefits payable to an Eligible Employee under this Plan shall be in lieu of any severance benefits payable by the Company to such individual under any other arrangement covering the individual, unless expressly otherwise agreed to by the Company in writing. In the event that any severance benefits under any other arrangement covering an Eligible Employee become payable to such individual prior to the time that the Company's liability to pay any severance benefits under the Plan pursuant to Subsection 5(a)(i) below becomes certain, then payment of the benefits under such other arrangement shall be in lieu of any and all severance benefits payable under the Plan, unless such other benefits are repaid to the Company in full by such individual prior to the occurrence of a Change of Control, in which case the Company shall provide the severance benefits payable under the Plan to such Eligible Employee. (c) NON-HEALTH EMPLOYEE BENEFITS. All non-health benefits (such as life insurance and disability coverage) shall terminate as of the employee's Termination Date or as otherwise provided under the terms of the policy or agreement setting forth the terms of such benefits (except to the extent that any conversion privilege, at the Eligible Employee's expense, is available thereunder). SECTION 5. TIME OF PAYMENT AND FORM OF BENEFIT; INDEBTEDNESS. (a) Cash benefits under this Plan as described under the attached Benefit Schedules (less applicable tax withholdings) shall be paid in a lump sum to the Eligible Employee or his or 4.

her assignee according to the following schedule (which schedule shall also correspond to the time of acceleration of vesting of outstanding options as described under the attached Benefit Schedules): (i) if an Eligible Employee's employment terminates either (A) on or within three (3) months prior to the effective date of a Change of Control or (B) upon the occurrence of a Change of Control, in either case due to an Involuntary Termination Without Cause or a Constructive Termination, the benefits shall be payable (and the acceleration of vesting of outstanding options shall occur) at the time at which the Change of Control becomes effective; or (ii) if an Eligible Employee's employment terminates upon or within thirteen (13) months following the effective date of a Change of Control due to an Involuntary Termination Without Cause, Constructive Termination, death or Disability, the benefits shall be payable (and the acceleration of vesting of outstanding options shall occur) upon the Eligible Employee's Termination Date. (b) Notwithstanding the foregoing, no payment shall be made (and no acceleration of vesting of outstanding options shall occur) under this Plan prior to the last day of any waiting period or revocation period as required by applicable law in order for the general waiver and release required by Section 2(b) of this Plan to be effective. (c) If an Eligible Employee is indebted to the Company on his or her Termination Date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness. In addition, the Company shall withhold appropriate federal, state, local and foreign income and employment taxes from any payments hereunder. In no event shall payment of any Plan benefit be made prior to the Eligible Employee's Termination Date. SECTION 6. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION; OTHER ARRANGEMENTS; BINDING NATURE OF PLAN. (a) EXCLUSIVE DISCRETION. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan, and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and the amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons. (b) TERM OF PLAN. This Plan shall be effective until amended, suspended or terminated by the Company. (c) AMENDMENT, SUSPENSION OR TERMINATION. The Company reserves the right to amend, suspend or terminate this Plan or the benefits provided hereunder at any time; provided, however, that no such amendment, suspension or termination shall affect the right to any unpaid benefit of any Eligible Employee whose Termination Date has occurred prior to amendment, suspension or termination of the Plan; and further provided, that for the period of thirteen (13) months following the effective date of a Change of Control, the Plan shall not be amended, suspended or terminated, the Plan Administrator shall not be removed, and no Eligible Employee 5.

shall be reclassified in any manner that would adversely affect the interests of such Eligible Employee without the written consent of the Eligible Employee so affected. Subject to the foregoing, this Plan establishes and vests in each Eligible Employee a contractual right to the benefits to which such Eligible Employee is entitled hereunder, enforceable by the Eligible Employee against the Company. Any action amending, suspending or terminating the Plan may be taken only by the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors and shall be in writing, which writing must be executed by the Chief Executive Officer of the Company or Compensation Committee, as applicable; provided, however, that any material amendments to the Plan must be approved by the Compensation Committee. (d) OTHER SEVERANCE ARRANGEMENTS. The Company reserves the right to make other arrangements regarding severance benefits in special circumstances. (e) BINDING EFFECT ON SUCCESSOR TO COMPANY. This Plan shall be binding upon any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, or upon any successor to the Company as the result of a Change of Control, and any such successor or assignee shall be required to perform the Company's obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment or Change of Control had taken place. In such event, the term "Company," as used in the Plan, shall mean the Company as hereinafter defined and any successor or assignee as described above which by reason hereof becomes bound by the terms and provisions of this Plan. SECTION 7. DEFINITIONS. Capitalized terms used in this Plan, unless defined elsewhere in this Plan, shall have the following meanings: (a) CAUSE means (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to, a charge that the Eligible Employee has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company; (ii) material breach of any agreement entered into between the Eligible Employee and the Company that impairs the Company's interest therein; (iii) willful misconduct or gross neglect by the Eligible Employee of the Eligible Employee's duties; or (iv) engagement in any activity that constitutes a material conflict of interest with the Company. (b) CHANGE OF CONTROL means the occurrence of one or more of the following events: (1) a sale of all or substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation and the stockholders of the Company immediately prior to such merger or consolidation fail to acquire at least fifty percent (50%) of the beneficial ownership of the securities of the surviving corporation (or an entity controlling the surviving corporation); (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common shares outstanding immediately preceding 6.

the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise and the stockholders of the Company immediately prior to such merger fail to acquire at least fifty percent (50%) of the beneficial ownership of the securities of the Company (or an entity controlling the Company); or (4) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors. "Change of Control" shall also mean the sale by the Company of one or more of the Company's product groups, but only with respect to those Eligible Employees working exclusively or primarily with the affected group or groups. (c) COMPANY means Gene Logic Inc., a Delaware corporation, including any successor as provided in Section 6(e) hereof, and any affiliate or related entity of Gene Logic Inc. that is designated by the Board of Directors of Gene Logic Inc. (d) CONSTRUCTIVE TERMINATION means that an Eligible Employee voluntarily terminates his or her employment with the Company after any of the following are undertaken without the Eligible Employee's express written consent: (i) the assignment to the Eligible Employee of any duties or responsibilities which result in any diminution or adverse change of the Eligible Employee's position, status or circumstances of employment as in effect at the beginning of the three (3) month period immediately prior to a Change of Control, an adverse change in the Eligible Employee's titles or offices or reporting relationships as in effect at the beginning of the three (3) month period immediately prior to the effective date of a Change of Control, or any removal of the Eligible Employee from or any failure to reelect the Eligible Employee to any of such positions, except in connection with the termination of the Eligible Employee's service on account of death, disability, retirement, for Cause, or any voluntary termination of service by the Eligible Employee other than Constructive Termination; (ii) a reduction by the Company in the Eligible Employee's annual base compensation; (iii) any failure by the Company to continue in effect any benefit plan or arrangement, including incentive plans or plans to receive securities of the Company, in which the Eligible Employee is participating at the time of a Change of Control (hereinafter referred to as "Benefit Plans"), or the taking of any action by the Company which would adversely affect the Eligible Employee's participation in or reduce the Eligible Employee's benefits under any Benefit Plan or deprive the Eligible Employee of any fringe benefit enjoyed by the Eligible Employee at the time of a Change of Control; provided, however, that the Eligible Employee will not incur a Constructive Termination following a Change of Control based on this clause (iii) if the Company offers a range of benefit plans and programs which, taken as a whole, are comparable to the Benefit Plans; 7.

(iv) a relocation of the Eligible Employee or the Company's offices to a location more than twenty five (25) miles from the location at which the Eligible Employee performed his or her duties prior to a Change of Control, except for required travel by the Eligible Employee on the Company's business to an extent substantially consistent with the Eligible Employee's business travel obligations at the time of a Change of Control; (v) any breach by the Company of any provision of this Plan; or (vi) any failure by the Company to obtain the assumption of this Plan by any successor or assign of the Company. (e) DISABILITY means the inability of an Eligible Employee, in the opinion of a qualified physician acceptable to the Company, in the good faith determination of the Company, to perform the major duties of that Eligible Employee's position with the Company because of the sickness or injury of the Eligible Employee. (f) ELIGIBLE EMPLOYEE means an employee of the Company who is eligible to participate in the Plan as specified in Section 2 hereof. (g) INVOLUNTARY TERMINATION WITHOUT CAUSE means the Eligible Employee's dismissal or discharge by the Company (or, if applicable, by any successor entity) for a reason other than "Cause." Termination due to an Eligible Employee's death or Disability shall not constitute Involuntary Termination Without Cause. (h) PAY means the Eligible Employee's base pay (exclusive of bonuses, shift differentials, overtime and other forms of supplemental compensation) at the rate in effect during the last regularly scheduled payroll period immediately preceding the Eligible Employee's Termination Date. (i) PLAN means this Gene Logic Inc. Executive Severance Plan. (j) SEVERANCE PERIOD means the number of months of Pay used for calculating the Eligible Employee's cash severance benefits, as specified in the Benefit Schedule attached hereto. (k) TERMINATION DATE means the last date on which the Eligible Employee is in active pay status with the Company. A holiday cannot constitute a Termination Date unless the Eligible Employee actively provided services for the Company on such holiday. SECTION 8. NO IMPLIED EMPLOYMENT CONTRACT. The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time and for any reason or no reason, with or without notice, which right is hereby reserved. 8.

SECTION 9. MODIFICATION; WAIVER; ENTIRE AGREEMENT; NON-PUBLICATION. (a) No provisions of the Plan may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Eligible Employee and the Chief Executive Officer of the Company. No waiver by either party hereto at any time of any breach by the other party of, or compliance with, any condition or provision of the Plan to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in or referred to in the Plan. (b) The parties mutually agree not to disclose publicly the terms of the Plan except to the extent that disclosure is mandated by applicable law. SECTION 10. LEGAL CONSTRUCTION. This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and, to the extent not preempted by ERISA, the laws of the State of Maryland. SECTION 11. CLAIMS, INQUIRIES AND APPEALS. (a) APPLICATIONS FOR BENEFITS AND INQUIRIES. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing. The Plan Administrator is: GENE LOGIC INC. 708 Quince Orchard Road Gaithersburg, Maryland 20878 Attn: Vice President of Human Resources and Administration (b) DENIAL OF CLAIMS. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant's right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the employee, and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Plan Administrator needs to complete the review and an explanation of the Plan's review procedure. This written notice will be given to the employee within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application. If written notice of denial of the application for benefits is not furnished within the 9.

specified time, the application shall be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the Review Procedure described below. (c) REQUEST FOR A REVIEW. Any person (or that person's authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied (or deemed denied). The Plan Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review. A request for a review shall be in writing and shall be addressed to: GENE LOGIC INC. ATTN: Plan Administrator for the Executive Severance Plan 708 Quince Orchard Road Gaithersburg, Maryland 20878 A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as it may find necessary or appropriate in making its review. (d) DECISION ON REVIEW. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. The Plan Administrator will give prompt, written notice of its decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based. If written notice of the Plan Administrator's decision is not given to the applicant within the time prescribed in this subsection (d), the application will be deemed denied on review. (e) RULES AND PROCEDURES. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant's own expense. (f) EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 11(a) above, (ii) has been notified by the Plan Administrator that the application is denied (or the application is deemed denied due to the Plan Administrator's failure to act on it within the established time period), (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 11(c) above and (iv) has been notified in writing that the Plan Administrator has denied the appeal (or the appeal is deemed to be denied due to the Plan Administrator's failure to take any action on the claim within the time prescribed by Section 11(d) above). 10.

SECTION 12. BASIS OF PAYMENTS TO AND FROM PLAN. All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company. SECTION 13. OTHER PLAN INFORMATION. (a) EMPLOYER AND PLAN IDENTIFICATION NUMBERS. The Employer Identification Number assigned to Gene Logic Inc. (which is the "Plan Sponsor" as that term is used in ERISA) by the Internal Revenue Service is 06-1411336. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 510. (b) ENDING DATE FOR PLAN'S FISCAL YEAR. The date of the end of the fiscal year for the purpose of maintaining the Plan's records is December 31. (c) AGENT FOR THE SERVICE OF LEGAL PROCESS. The agent for the service of legal process with respect to the Plan is Vice President of Human Resources and Administration, Gene Logic Inc., 708 Quince Orchard Road, Gaithersburg, Maryland 20878. The service of legal process may also be made on the Plan by serving the Plan Administrator. (d) PLAN SPONSOR AND ADMINISTRATOR. The "Plan Sponsor" and the "Plan Administrator" of the Plan is Gene Logic Inc., 708 Quince Orchard Road, Gaithersburg, Maryland 20878. The Plan Sponsor's and Plan Administrator's telephone number is (301) 987-1700. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan. SECTION 14. STATEMENT OF ERISA RIGHTS. Participants in this Plan (which is a welfare benefit plan sponsored by GENE LOGIC INC.) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to: (a) Examine, without charge, at the Plan Administrator's office and at other specified locations, such as work sites, all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports; (b) Obtain copies of all Plan documents and Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies; (c) Receive a summary of the Plan's annual financial report, in the case of a plan which is required to file an annual financial report with the Department of Labor. (Generally, all pension plans and welfare plans with 100 or more participants must file these annual reports.) In addition to creating rights for Plan participants, ERISA imposes duties upon the people responsible for the operation of the employee benefit plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. 11.

No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that the Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. SECTION 15. EXECUTION. To record the adoption of the Plan as set forth herein, effective as of March 19, 1999, the date on which the Plan was adopted by the Board of Directors of Gene Logic Inc., Gene Logic Inc. has caused its duly authorized officer to execute same.
GENE LOGIC INC. By: /s/ Micheal J. Brennan, M.D., Ph.D. ---------------------------------------

Title: Chief Executive Officer and Chairman of the Board ----------------------------------------------------

12.

BENEFIT SCHEDULE FOR THE GENE LOGIC INC. EXECUTIVE SEVERANCE PLAN SENIOR EXECUTIVE OFFICERS THE COMPANY SHALL DETERMINE IN ITS SOLE AND ABSOLUTE DISCRETION IN WHICH CATEGORY AN ELIGIBLE EMPLOYEE SHALL BE PLACED FOR PURPOSES OF RECEIVING SEVERANCE BENEFITS UNDER THIS PLAN. THE COMPANY'S DETERMINATION SHALL BE FINAL AND SHALL BE BINDING AND CONCLUSIVE ON ALL PERSONS. THE COMPANY RETAINS THE RIGHT TO RECLASSIFY AN ELIGIBLE EMPLOYEE PRIOR TO THE TIME OF THE OCCURRENCE OF A CHANGE OF CONTROL, AND THEREAFTER TO THE EXTENT PERMITTED BY THE PLAN. 1. If an Eligible Employee terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the cash severance benefit payable under this Plan for Senior Executive Officers shall be a lump sum payment equal to twelve (12) months of Pay and an amount equal to the annual maximum bonus award that the Eligible Employee is eligible to receive as of the Termination Date. If an Eligible Employee's bonus is calculated on a monthly or quarterly basis, the maximum bonus award for these purposes shall be the amount derived by annualizing the maximum monthly or quarterly payment. Any bonus payments that have been made to an Eligible Employee during the calendar year that includes the Termination Date (excluding payments that were earned in past years) will reduce the amount of the maximum annual bonus award herein. 2. If an Eligible Employee terminates due to death or Disability, the cash severance benefit payable under this Plan for Senior Executive Officers shall be a lump sum payment equal to six (6) months of Pay and an amount equal to the annual maximum bonus award that the Eligible Employee is eligible to receive as of the Termination Date. If an Eligible Employee's bonus is calculated on a monthly or quarterly basis, the maximum bonus award for these purposes shall be the amount derived by annualizing the maximum monthly or quarterly payment. Any bonus payments that have been made to an Eligible Employee during the calendar year that includes the Termination Date (excluding payments that were earned in past years) will reduce the amount of the maximum annual bonus award herein. 3. An Eligible Employee who becomes eligible to receive benefits under this Plan shall become 100% fully vested in the Eligible Employee's nonvested stock options, if any, that were previously granted to the Eligible Employee under the Company's discretionary stock compensation plans, including, without limitation, the Gene Logic Inc. 1997 Equity Incentive Plan. In addition, the Company's repurchase option with respect to any unvested option shares that were acquired on or before the Termination Date will expire in full. 4. The Company shall pay, on an Eligible Employee's behalf, the cost of outplacement services, which cost shall not exceed fourteen thousand five hundred dollars ($14,500).

5. Payment of the Eligible Employee's COBRA premiums as set forth in Section 3(b) of the Plan. For purposes of this Benefit Schedule, the following definition shall apply: SENIOR EXECUTIVE OFFICERS shall mean those Eligible Employees who are serving on the Company's Executive Committee and whose title is Senior Vice President or above as reflected on the personnel records of the Company as of the earlier of the Eligible Employee's Termination Date or effective date of a Change of Control.

BENEFIT SCHEDULE FOR THE GENE LOGIC INC. EXECUTIVE SEVERANCE PLAN SELECTED VICE PRESIDENTS AND DIRECTORS THE COMPANY SHALL DETERMINE IN ITS SOLE AND ABSOLUTE DISCRETION IN WHICH CATEGORY AN ELIGIBLE EMPLOYEE SHALL BE PLACED FOR PURPOSES OF RECEIVING SEVERANCE BENEFITS UNDER THIS PLAN. THE COMPANY'S DETERMINATION SHALL BE FINAL AND SHALL BE BINDING AND CONCLUSIVE ON ALL PERSONS. THE COMPANY RETAINS THE RIGHT TO RECLASSIFY AN ELIGIBLE EMPLOYEE PRIOR TO THE TIME OF THE OCCURRENCE OF A CHANGE OF CONTROL, AND THEREAFTER TO THE EXTENT PERMITTED BY THE PLAN. 1. If an Eligible Employee terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the cash severance benefit payable under this Plan for Selected Vice Presidents And Directors shall be a lump sum payment equal to nine (9) months of Pay and an amount equal to three quarters (3/4) of the annual maximum bonus award that the Eligible Employee is eligible to receive as of the Termination Date. If an Eligible Employee's bonus is calculated on a monthly or quarterly basis, the maximum bonus award for these purposes shall be the amount derived by annualizing the maximum monthly or quarterly payment. Any bonus payments that have been made to an Eligible Employee during the calendar year that includes the Termination Date (excluding payments that were earned in past years) will reduce the amount of the maximum annual bonus award herein. 2. If an Eligible Employee terminates due to death or Disability, the cash severance benefit payable under this Plan for Selected Vice Presidents And Directors shall be a lump sum payment equal to six (6) months of Pay and an amount equal to three quarters (3/4) of the annual maximum bonus award that the Eligible Employee is eligible to receive as of the Termination Date. If an Eligible Employee's bonus is calculated on a monthly or quarterly basis, the maximum bonus award for these purposes shall be the amount derived by annualizing the maximum monthly or quarterly payment. Any bonus payments that have been made to an Eligible Employee during the calendar year that includes the Termination Date (excluding payments that were earned in past years) will reduce the amount of the maximum annual bonus award herein. 3. An Eligible Employee who becomes eligible to receive benefits under this Plan shall become 100% fully vested in the Eligible Employee's nonvested stock options, if any, that were previously granted to the Eligible Employee under the Company's discretionary stock compensation plans, including, without limitation, the Gene Logic Inc. 1997 Equity Incentive Plan. In addition, the Company's repurchase option with respect to any unvested option shares that were acquired on or before the Termination Date will expire in full. 4. The Company shall pay the cost of outplacement services on an Eligible Employee's behalf, which cost shall not exceed eleven thousand five hundred dollars ($11,500).

5. Payment of the Eligible Employee's COBRA premiums as set forth in Section 3(b) of the Plan. For purposes of this Benefit Schedule, the following definition shall apply: SELECTED VICE PRESIDENTS AND DIRECTORS shall mean those Eligible Employees whose title is Vice President (other than Eligible Employees who are members of the Company's Executive Committee) or Senior Director or Director as reflected on the personnel records of the Company and who are designated by the Company, in the Company's sole and absolute discretion, to be Selected Vice Presidents and Directors as of the earlier of the Eligible Employee's Termination Date or the effective date of a Change of Control. "Senior Director" or "Director" as used herein shall not refer to or include the members of the Board of Directors of the Company.

EXHIBIT A ACKNOWLEDGEMENT AND ACCEPTANCE OF PLAN BENEFITS The undersigned has been identified by the Company as an "Eligible Employee" under the Company's Executive Severance Plan (the "Plan"), which provides for the payment of certain severance benefits for such Eligible Employee in the event of a specified termination of employment of such Eligible Employee within a specified period preceding or following a Change of Control of the Company, as defined in the Plan ("Change of Control"). The undersigned acknowledges receipt of, and understands and agrees to, the terms of the Plan. The undersigned further acknowledges that as of the date hereof, the Plan sets forth the entire understanding between the undersigned and the Company regarding the payment of severance benefits in the event the undersigned's employment with the Company or its successor terminates (i) on or within thirteen (13) months following the effective date of a Change of Control for any reason or (ii) on or within three (3) months prior to, upon the occurrence of, or on the effective date of a Change of Control for any reason other than death or Disability, as defined in the Plan. Accordingly, the Plan supersedes all prior oral and written agreements related to severance benefits, including, but not limited to, any plan, policy, practice or employment agreement. The undersigned further acknowledges that, as a condition of receiving benefits under the Plan, he or she shall have no right or claim for benefits against the Company for severance benefits originating under any such other plan, policy, practice or employment agreement under the circumstances described above. The undersigned hereby authorizes the Company to offset any severance payment to which he or she is entitled under the Company's Executive Severance Plan by the amount of my indebtedness to the Company at the time the severance payment is made, which amount shall be _____________.]
GENE LOGIC INC. ELIGIBLE EMPLOYEE:

By: ---------------------------

--------------------------------Signature Name:

Title: -----------------------Date: ------------------------

-----------------------Date: ------------------------

EXHIBIT B RELEASE (INDIVIDUAL TERMINATION) Certain capitalized terms used in this Release ("Release") are defined in the Gene Logic Inc. Executive Severance Plan (the "Plan") which I have reviewed. I hereby confirm my obligations under the Company's proprietary information and inventions agreement. In exchange for the benefits I will receive under the Plan, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, its Benefit Plans (except as specifically provided in the Plan), and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to claims and demands directly or indirectly arising out of my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; Article 49(B) of the Maryland Code (Human Relations Commission Discrimination in Employment); tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me from any third party action brought against me based on my employment with the Company, pursuant to any applicable agreement or applicable law or to reduce or eliminate any coverage I may have under the Company's director and officer liability policy, if any. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be

effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me. I acknowledge that this Release is a general release of claims. I acknowledge that as such, this Release extends to claims which I may not know or suspect to exist in my favor at the time of executing this Release, even if my knowledge of such claims would have materially affected my settlement with the Company. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under California Civil Code Section 1542 and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company. [NAME OF EMPLOYEE] Date:

EXHIBIT C RELEASE (GROUP TERMINATION) Certain capitalized terms used in this Release ("Release") are defined in the Gene Logic Inc. Executive Severance Plan (the "Plan") which I have reviewed. I hereby confirm my obligations under the Company's proprietary information and inventions agreement. In exchange for the benefits I will receive under the Plan, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, its Benefit Plans (except as specifically provided in the Plan) and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to claims and demands directly or indirectly arising out of my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; Article 49(B) of the Maryland Code (Human Relations Commission Discrimination in Employment; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me from any third party action brought against me based on my employment with the Company, pursuant to any applicable agreement or applicable law or to reduce or eliminate any coverage I may have under the Company's director and officer liability policy, if any. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release; (C) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the

execution of this Release by the parties to revoke the Release; (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me; and (F) I have received with this Release a detailed list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of all employees in the same job classification or organizational unit who were not terminated. I acknowledge that this Release is a general release of claims. I acknowledge that as such, this Release extends to claims which I may not know or suspect to exist in my favor at the time of executing this Release, even if my knowledge of such claims would have materially affected my settlement with the Company. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under California Civil Code Section 1542 and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company. [NAME OF EMPLOYEE] Date:

EXHIBIT 10.59 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 4, 2000 by and between GENE LOGIC INC., a Delaware corporation (the "Company") and DAVID S. MURRAY, a New Jersey resident ("Murray"). RECITALS: The Company desires to secure the services of Murray and Murray desires to perform such services for the Company on the terms and conditions as set forth in this Agreement. NOW, THEREFORE, in consideration of these premises and the mutual promises and conditions contained in this Agreement, the parties hereto hereby agree as follows: 1. Employment and Duties. Subject to the terms and conditions of this Agreement, the Company shall employ Murray as a Senior Vice President of the Company and Murray hereby accepts such employment and such positions. Murray shall devote his full time, ability, attention, knowledge and skill to performing all duties as Senior Vice President of the Company as lawfully assigned or delegated to him by the President and Chief Operating Officer of the Company. 2. Base Salary. In consideration for Murray's services to the Company during the term of his employment under this Agreement, Murray shall receive an annual base salary of $260,000 during 2000, and thereafter in such amounts as may be mutually agreed by the Company and Murray, but not less than $260,000. Base salary shall be paid in equal, semi-monthly installments from which the Company shall withhold and deduct all applicable federal and state income, social security, disability and other taxes as required by applicable laws. 3. Stock Options. The Company will grant 120,000 stock options to Murray upon employment with the Company. On the date of your stock option grant, 20,000 of your stock options will vest. In addition, the remaining 100,000 options will be subject to vesting at the rate of 1/48 each month for 48 months, beginning on your date of hire. Such incentive stock options shall become exercisable according to the schedule established by the Board of Directors for the Company's Incentive Stock Option Plan. 4. Additional Compensation and Benefits. 4.1 Annual Performance Bonus. During each calendar year while this Agreement remains in force, commencing with 2000, Murray shall receive, in addition to the base salary specified in Section 2 above, an annual performance bonus divided into two parts--a guaranteed target amount of $90,000 and an additional $150,000 based on achieving revenue goals as mutually agreed by Murray and the President and Chief Operating Officer of the Company. Thereafter any annual cash bonus shall be in such amount as may be mutually agreed by the Company and Murray, but not less than $240,000. Page 1

4.2 Medical Benefits, Vacation and Sick Leave. Murray shall be entitled to participate in such medical, health and life insurance plans as the Company may from time to time implement, and to receive twenty-eight (28) days of paid vacation per year and sick leave on the same basis as the Company's other senior executives. This paid time off will be prorated depending on actual start date to accrue at 2.33 days per month. 4.3 Pension Plan. Murray shall be entitled to participate as a beneficiary under such pension plan(s) as the Company may from time to time adopt, on the same basis as the Company's other senior executives. 5. Confidentiality and Proprietary Inventions Agreement. Upon the commencement of the term of this Agreement, Murray shall enter into the Company's standard form of agreement relating to the treatment of the Company's confidential information and ownership of proprietary inventions. 6. Term of Employment. Subject to the provisions of Section 7, the term of the employment engaged by this Agreement shall be a period of four (4) years commencing on the mutually agreed upon start date and ending four (4) years later, whereupon the term shall automatically renew for successive one (1) year periods unless one of the parties to the Agreement shall have given notice of its intention to terminate the Agreement not later than ninety (90) days prior to the end of such initial term or any such renewal term. 7. Termination of Employment. 7.1 For Cause. The Company may terminate this Agreement, effective immediately upon written notice to Murray, if at any time, in the reasonable opinion of the Company's Board of Directors, (a) Murray commits any material act of dishonesty, fraud or embezzlement with respect to the Company or any subsidiary or affiliate thereof, (b) is convicted of a crime of moral turpitude, or (c) breaches any material obligation under this Agreement. The Company's total liability to Murray in the event of termination of Murray's employment under this Subsection 7.1 shall be limited to the payment of Murray's salary and benefits through the effective date of termination. 7.2 Without Cause. Upon any termination of this Agreement without cause by the Company, the Company shall pay to Murray as severance pay an amount equal to six (6) months of Murray's annualized base salary for that calendar year during which the termination becomes effective, in addition to such other compensation to which Murray may be entitled prior to the date of termination. 7.3 By Murray. Murray reserves the right to terminate his employment hereunder for any reason upon thirty (30) days' written notice to the Company. The Company's total liability to Murray in the event of termination of Murray's employment under this Subsection 7.3 shall be limited to the payment of Murray's salary and benefits through the effective date of termination and the provisions of Subsection 7.2 shall not apply. Page 2

8. Miscellaneous. 8.1 Modification. Any modification of this Agreement shall be effective only if reduced to writing and signed by the parties to be bound thereby. 8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Company and Murray pertaining to the subject matter hereof and supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection with the subject matter hereof. 8.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way. 8.4 Waiver. The parties hereto shall not be deemed to have waived any of their respective rights under this Agreement unless the waiver is in writing and signed by the waiving party. No delay in exercising any right shall be a waiver of such right nor shall a waiver of any right on one occasion operate as a waiver of such right on a future occasion. 8.5 Costs of Enforcement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, each party shall initially bear its own costs and legal fees associated with such action or proceeding. The prevailing party in any such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. 8.6 Notices. All notices provided for herein shall be in writing and delivered 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. 708 Quince Orchard Road Gaithersburg, MD 20878 David S. Murray 3 Ramsey Way Long Valley, NJ 07853

To Murray:

or to such other addresses as either of such parties may from time to time designate in writing. Any notice given under this Agreement shall be deemed to have been given on the date of actual receipt, or, if not received during normal business hours, on the next business day. Page 3

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers or agents as of the date first written above.
"Company" GENE LOGIC INC. a Delaware corporation By: /s/ Mark D. Gessler ----------------------Name: Mark Gessler "Employee" /s/ David S. Murray -------------------David S. Murray

Title: President and Chief Operating Officer

Page 4

Exhibit 10.60 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.800(b)(4), 200.83 and 240.24b-2 STEMEXPRESS PRODUCT PURCHASE AGREEMENT BETWEEN GENE LOGIC INC. AND NeuralStem Biopharmaceuticals, Ltd. DATED AS OF MARCH 27, 2000

TABLE OF CONTENTS
PAGE 1. DEFINITIONS................................................................. 1.1 "Affiliate"........................................................ 1.2 "Base Information"................................................. 1.3 "cDNA"............................................................. 1.4 "Control".......................................................... 1.5 "Effective Date"................................................... 1.6 "GeneExpress(TM)Data Warehouse..................................... 1.7 "Gene Logic Software............................................... 1.8 "Gene Logic Technology............................................. 1.9 "Gene Products..................................................... 1.10 "Improvement"...................................................... 1.11 "Patent Rights".................................................... 1.12 "Program Inventions................................................ 1.13 "STEMExpress Data Mart"............................................ 1.14 "STEMExpress Product".............................................. 1.15 "Therapeutic Products.............................................. 1.16 "Third Party"...................................................... STEMEXPRESS(TM) PRODUCT DELIVERY............................................ 2.1 Delivery of the STEMExpress Product................................ OWNERSHIP AND PURSUIT OF PATENTS AND OTHER RIGHTS AND INVENTIONS............ 3.1 Ownership of Inventions............................................ 3.2 Ownership of Gene Logic Technology................................. 3.3 Pursuit of Intellectual Property Rights............................ 3.4 Cooperation........................................................ LICENSES.................................................................... 4.1 Licenses to Gene Logic from NeuralStem............................. 4.2 License to NeuralStem from Gene Logic.............................. 1 1 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 3 3 4 4 4 4 5

2. 3.

4.

ii.

TABLE OF CONTENTS (CONTINUED)
PAGE 5. PAYMENTS.................................................................... 5.1 STEMExpress Product Purchase Fee................................... 5.2 Method of Payment.................................................. CONFIDENTIALITY AND SECURITY................................................ 6.1 Security of STEMExpress Product and Gene Logic Software........... 6.2 Confidentiality.................................................... 6.3 Permitted Disclosures.............................................. 6.4 Publicity.......................................................... 6.5 Publication........................................................ REPRESENTATIONS AND WARRANTIES.............................................. 7.1 Legal Authority.................................................... 7.2 Valid Licenses..................................................... 7.3 No Conflicts....................................................... 7.4 STEMExpress Product................................................ 7.5 Representation by Legal Counsel.................................... 7.6 Disclaimer......................................................... INDEMNIFICATION AND INSURANCE............................................... 8.1 Indemnification by NeuralStem...................................... 8.2 Indemnification by Gene Logic...................................... 8.3 Conditions to Indemnification...................................... 8.4 Settlements........................................................ GENERAL PROVISIONS.......................................................... 9.1 Assignment......................................................... 9.2 Non-Waiver......................................................... 9.3 Governing Law...................................................... 9.4 Partial Invalidity................................................. 9.5 Notice............................................................. 9.6 Headings........................................................... 5 5 5 5 5 6 6 7 7 8 8 8 8 8 8 8 9 9 9 9 9 10 10 10 10 10 10 11

6.

7.

8.

9.

iii.

TABLE OF CONTENTS (CONTINUED)
PAGE 11 11 11 11 11 11 11

9.7 9.8 9.9 9.10 9.11 9.12 9.13

No Implied Licenses................................................ Force Majeure...................................................... Survival........................................................... Entire Agreement................................................... Amendments......................................................... Independent Contractors............................................ Counterparts.......................................................

iv.

STEMEXPRESS PRODUCT PURCHASE AGREEMENT THIS STEMEXPRESS PRODUCT PURCHASE 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, 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 and NeuralStem wish to enter into this Agreement to, among other things, provide NeuralStem with (i) perpetual, non-exclusive access to portions of the GeneExpress(TM) Data Warehouse referred to as a STEMExpress Data Mart and software analysis tools; and 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 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 1.

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 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) DATA WAREHOUSE" shall mean an organized database architecture containing Base Information. 1.7 "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. 1.8 "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 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. 1.9 "GENE PRODUCTS" shall mean tangible products derived from utilizing the Base Information contained in the STEMExpress 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) 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. 2.

1.10 "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 STEMExpress Product. 1.11 "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). 1.12 "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 STEMExpress Product. 1.13 "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, [***]. 1.14 "STEMEXPRESS PRODUCT" shall mean a product which consists of the STEMExpress Data Mart and Gene Logic Software. 1.15 "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. 1.16 "THIRD PARTY" shall mean any party other than NeuralStem or Gene Logic or an Affiliate of NeuralStem or Gene Logic. 2. STEMEXPRESS(TM) PRODUCT DELIVERY. 2.1 DELIVERY OF THE STEMEXPRESS PRODUCT. Gene Logic agrees to deliver the STEMExpress Product within three (3) days of the Effective Date. 3. OWNERSHIP AND PURSUIT OF PATENTS AND OTHER RIGHTS AND INVENTIONS 3.1 OWNERSHIP OF INVENTIONS. Except as otherwise provided in Article 3.2, the ownership of any Program Inventions shall be determined in accordance with United States patent law. 3.2 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 * CONFIDENTIAL TREATMENT REQUESTED 3.

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. 3.3 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. 3.4 COOPERATION. Each Party agrees to cooperate upon request of the other Party in the preparation and prosecution of all Patent Rights and other proprietary rights under this Article 3 and in the maintenance of any patents, copyrights or other similar rights issued thereon; 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. 4. LICENSES 4.1 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 STEMExpress Data Mart. (b) [***]. 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 for as long as the Parties are [***]. 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 4.

4.2 LICENSE TO NEURALSTEM FROM GENE LOGIC (a) LICENSE TO THE STEMEXPRESS PRODUCT. Subject to the terms and conditions of this Agreement, including without limitation payment of the StemExpress Product Purchase Fee under Section 5.1, Gene Logic hereby grants to NeuralStem a perpetual, royalty-free, non-exclusive, non-sublicensable (except to NeuralStem's Affiliates), non-transferable (except as provided in Section 9.1 hereof), worldwide license to use the Base Information in the STEMExpress Product 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 6.2, NeuralStem shall not provide Base Information contained within the STEMExpress Product 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 STEMExpress Product 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 STEMExpress Product, for use in generating a data base containing Base Information that will be made available to other Third Parties on a commercial basis. 5. PAYMENTS 5.1 STEMEXPRESS PRODUCT PURCHASE FEE. An irrevocable fee will be paid by NeuralStem to Gene Logic of one million five hundred thousand dollars ($1,500,000), within thirty (30) days of the Effective Date. 5.2 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 5.2. 6. CONFIDENTIALITY AND SECURITY 6.1 SECURITY OF STEMEXPRESS 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 STEMExpress Product provided under the provisions of this Agreement: (a) NeuralStem may use the STEMExpress Product only in secure work facilities by authorized personnel and shall not make any copies of the data contained in the 5.

STEMExpress Product, except as necessary to enable NeuralStem and its Affiliates to perform internal research and drug discovery and development activities. (b) NeuralStem will promptly notify Gene Logic of any (i) loss, theft or unauthorized disclosure of data contained in the STEMExpress Product; and (ii) unauthorized access to the STEMExpress Product. 6.2 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 August 12, 1999 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 6.2(b) shall survive for a period of five (5) years from the Effective Date. 6.3 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 6.

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 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 6. 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 STEMExpress Data Mart to multiple subscribers. 6.4 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. 6.5 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. 7.

7. REPRESENTATIONS AND WARRANTIES 7.1 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. 7.2 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. 7.3 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. 7.4 STEMEXPRESS PRODUCT. Gene Logic hereby represents and warrants (i) that it has the right to sell NeuralStem the STEMExpress 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 STEMExpress Product as envisaged in this Agreement does not infringe on the rights of any Third Parties. 7.5 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. 7.6 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. 8.

8. INDEMNIFICATION AND INSURANCE 8.1 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. 8.2 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. 8.3 CONDITIONS TO INDEMNIFICATION. The obligations of the indemnifying Party under Sections 8.1 and 8.2 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 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. 8.4 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. 9.

9. GENERAL PROVISIONS 9.1 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 assign any of its rights or obligations under this Agreement to any of the competitors listed in Schedule 9.1. 9.2 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. 9.3 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. 9.4 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. 9.5 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:
To NeuralStem: 387 Technology Drive College Park, MD 20742 To Gene Logic: 708 Quince Orchard Road 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. 10.

9.6 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. 9.7 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. 9.8 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. 9.9 SURVIVAL. Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 6.2, 6.3, 7, 8 (including the provisions therein that are contemplated to continue following termination), 9.1, 9.4 and 9.10 shall survive the termination or expiration of this Agreement. 9.10 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. 9.11 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. 9.12 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. 9.13 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. 11.

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 ------------------------------Mark Gessler, President & COO

By: /s/ I. Richard Garr ----------------------------Name: I. Richard Garr, CEO

12.

SCHEDULE 1.13 STEMEXPRESS BASE INFORMATION CONTENT [***] i. *CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 5.2 WIRE TRANSFER PAYMENT INSTRUCTIONS
To Gene Logic: Bank: Location: ABA #: For further credit to client funds #: Account Name: Account #: Investors Bank & Trust Company 200 Clarendon Boston, MA 02116 [***] [***] GENE LOGIC INC. [***]

ii *CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 9.1 [***] iii *CONFIDENTIAL TREATMENT REQUESTED

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

TABLE OF CONTENTS
PAGE 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 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

2.

i. *CONFIDENTIAL TREATMENT REQUESTED

TABLE OF CONTENTS (CONTINUED)
PAGE 2.6 Customization...............................................5 2.7 Sample Provision............................................5 2.8 [***].......................................................5 2.9 Research Plan...............................................5 MANAGEMENT...........................................................5 3.1 Alliance Directors..........................................5 3.2 Dispute Resolution..........................................6 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 LICENSES.............................................................9 5.1 Licenses to Gene Logic from NeuralStem......................9 5.2 License to NeuralStem from Gene Logic......................10 PAYMENTS............................................................10 6.1 GeneExpress(TM) Product Access Fees........................10 6.2 Sample Acquisition Fee.....................................10 6.3 Method of Payment..........................................11 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 REPRESENTATIONS AND WARRANTIES......................................13 8.1 Legal Authority............................................13

3.

4.

5.

6.

7.

8.

* CONFIDENTIAL TREATMENT REQUESTED ii.

TABLE OF CONTENTS (CONTINUED)
PAGE 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 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 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 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

9.

10.

11.

iii.

TABLE OF CONTENTS (CONTINUED)
PAGE 11.12 11.13 Independent Contractors....................................19 Counterparts...............................................19

iv.

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

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

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

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

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 prorata 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

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

(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

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

[***]. [***], 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

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), nontransferable (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 nonexclusive, 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

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

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

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

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

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 decisionmaking 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

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

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

To NeuralStem: 387 Technology Drive College Park, MD 20742 Attn: Chief Executive Officer Phone: (301) 571-9323

To Gene Logic: 708 Quince Orchard Road Gaithersburg, Maryland 20878 Attn: Chief Financial Officer 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

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 ------------------------------Mark Gessler, President & COO

By: /S/ I. RICHARD GARR. ------------------------------Name: I. Richard Garr, CEO

19

SCHEDULE 1.17 CONTENT AND RESEARCH PLAN [***] *CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 1.18 STEMEXPRESS BASE INFORMATION CONTENT [***] *CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 6.2 GENE LOGIC QUALITY CONTROL STANDARDS [***] *CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 6.3 WIRE TRANSFER PAYMENT INSTRUCTIONS
To Gene Logic: Bank: Location: ABA #: For further credit to client funds #: Account Name: Account #: To NeuralStem: Bank: Century National Bank 1875 Eye Street NW Washington, DC 20006 (202)496-4000 [***] To be provided before first wire [***] Investors Bank & Trust Company 200 Clarendon Boston, MA 02116 [***] [***] GENE LOGIC INC. [***]

Routing Number Account Number Acct Name

*CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 11.1 [***] *CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.800(b)(4), 200.83 and 240.24b-2 Exhibit 10.62 NEURALSTEM BIOPHARMACEUTICALS, LTD. SERIES A PREFERRED STOCK PURCHASE AGREEMENT APRIL 20, 2000

1.

AGREEMENT TO SELL AND PURCHASE......................................... 1.1 1.2 Authorization of Shares.......................................... Sale and Purchase................................................

1 1 1 2 2 2 2 2 2 2 3 4 4 4 5 5 6 7 8 8 8 8 9 9 9 9 10 10 10 10 10 10 10

2.

CLOSING, DELIVERY AND PAYMENT.......................................... 2.1 2.2 Closing.......................................................... Delivery.........................................................

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................... 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 Organization, Good Standing and Qualification.................... Subsidiaries..................................................... Capitalization; Voting Rights.................................... Authorization; Binding Obligations............................... Financial Statements............................................. Liabilities...................................................... Agreements; Action............................................... Obligations to Related Parties................................... Changes.......................................................... Title to Properties and Assets; Liens, Etc....................... Intellectual Property............................................ Compliance with Other Instruments................................ Litigation....................................................... Tax Returns and Payments......................................... Employees........................................................ Obligations of Management........................................ Registration Rights and Voting Rights............................ Compliance with Laws; Permits.................................... Environmental and Safety Laws.................................... Offering Valid................................................... Full Disclosure.................................................. Minute Books..................................................... Real Property Holding Corporation................................ Insurance........................................................

4.

REPRESENTATIONS AND WARRANTIES OF PURCHASER............................ 4.1 Requisite Power and Authority....................................

4.2 4.3 5.

Investment Representations....................................... Transfer Restrictions............................................

11 12 12 12 13 14 14 14 14 14 14 14 15 15 15 15 15 16 16 16 16

CONDITIONS TO CLOSING.................................................. 5.1 5.2 Conditions to Purchaser's Obligations at the Closing............. Conditions to Obligations of the Company.........................

6.

MISCELLANEOUS.......................................................... 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 Governing Law.................................................... Survival......................................................... Successors and Assigns........................................... Entire Agreement................................................. Severability..................................................... Amendment and Waiver............................................. Delays or Omissions.............................................. Notices.......................................................... Expenses......................................................... Attorneys' Fees.................................................. Titles and Subtitles............................................. Counterparts..................................................... Broker's Fees.................................................... Confidentiality.................................................. Pronouns.........................................................

NEURALSTEM BIOPHARMACEUTICALS, LTD. SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of April 20, 2000, by and among NEURALSTEM BIOPHARMACEUTICALS, LTD., a Maryland corporation (the "Company"), and GENE LOGIC INC., a Delaware corporation ("Purchaser"). RECITALS WHEREAS, the Company has authorized the sale and issuance of an aggregate of [***] shares of its Series A Preferred Stock (the "Shares"); WHEREAS, Purchaser desire to purchase the Shares on the terms and conditions set forth herein; and WHEREAS, the Company desires to issue and sell the Shares to Purchaser on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO SELL AND PURCHASE. 1.1 AUTHORIZATION OF SHARES. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Articles of Amendment of the Company, in the form attached hereto as Exhibit A (the "Restated Charter"). 1.2 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined) the Company hereby agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, the Shares at a purchase price of Seven Dollars and Sixty-Four Cents ($7.64) per Share. *CONFIDENTIAL TREATMENT REQUESTED 1.

2. CLOSING, DELIVERY AND PAYMENT. 2.1 CLOSING. The closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place at 9:00 a.m. on the date hereof, at the offices of Cooley Godward LLP, Five Palo Alto Square, 3000 El Camino Real, Palo Alto, CA, 94306-2155 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter referred to as the "Closing Date"). 2.2 DELIVERY. At the Closing, subject to the terms and conditions hereof, the Company will deliver to Purchaser a certificate representing the number of Shares to be purchased at the Closing by Purchaser, against payment of the purchase price therefor by check, wire transfer made payable to the order of the Company, cancellation of indebtedness or any combination of the foregoing. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth on a Schedule of Exceptions delivered by the Company to Purchaser at the Closing specifically identifying the relevant Section hereof, the Company hereby represents and warrants to Purchaser as of the date of this Agreement as set forth below. 3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and the Investor Rights Agreement in the form attached hereto as Exhibit B (the "Investor Rights Agreement") and the Co-Sale Agreement in the form attached hereto as Exhibit C (the "Co-Sale Agreement") (collectively, the "Related Agreements"), to issue and sell the Shares and the Conversion Shares, and to carry out the provisions of this Agreement, the Related Agreements and the Restated Charter and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. 3.2 SUBSIDIARIES. The Company does not own or control any equity security or other interest of any other corporation, limited partnership or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. 3.3 CAPITALIZATION; VOTING RIGHTS. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 10,000,000 shares of Common Stock, par value $.01 per share, [***] shares of which are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, 1,047,588 shares of which are designated Series A Preferred Stock, none of which is issued and outstanding. (b) Under the Company's Stock Option Plan (the "Plan"), (i) [***] shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of *CONFIDENTIAL TREATMENT REQUESTED 2.

outstanding options, (ii) options to purchase [***] shares have been granted and are currently outstanding (as listed on Exhibit D), and (iii) [***] shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company. (c) Pursuant to the warrants, promissory notes and agreements described on Exhibit D hereto, an aggregate of [***] shares of Common Stock (the "Additional Reserved Shares") are reserved for issuance upon the exercise of the rights embodied in such warrants, notes and agreements. (d) Other than the shares reserved for issuance under the Plan and the Additional Reserved Shares and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (e) All issued and outstanding shares of the Company's Common Stock and Preferred Stock (i) have been duly authorized and validly issued to the persons listed on Exhibit D hereto and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (f) The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Charter. The Shares are convertible into Common Stock on a one-for-one basis as of the date hereof. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon Purchaser; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (g) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company. 3.4 AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in *CONFIDENTIAL TREATMENT REQUESTED 3.

Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. 3.5 FINANCIAL STATEMENTS. The Company has made available to Purchaser its unaudited balance sheet as at February 29, 2000 (the "Statement Date") and unaudited statement of income and cash flows for the 11 months ended on the Statement Date (collectively, the "Financial Statements"). The Financial Statements, together with the notes thereto, are complete and correct in all material respects, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except as disclosed therein, and present fairly the financial condition and position of the Company as of the Statement Date; provided, however, that the Financial Statements are subject to normal recurring year-end audit adjustments (which are not expected to be material), and do not contain all footnotes required under generally accepting accounting principles. 3.6 LIABILITIES. The Company has no material liabilities and, to the best of its knowledge, knows of no material contingent liabilities not disclosed in the Financial Statements, except current liabilities incurred in the ordinary course of business subsequent to the Statement Date which have not been, either in any individual case or in the aggregate, materially adverse. 3.7 AGREEMENTS; ACTION. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, or sale or license agreements entered into in the ordinary course of business). (c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than 4.

ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company. 3.8 OBLIGATIONS TO RELATED PARTIES. There are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than (a) for payment of salary for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None of the officers, directors or, to the best of the Company's knowledge, key employees or stockholders of the Company or any members of their immediate families, are indebted to the Company or have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company, other than passive investments in publicly traded companies (representing less than 1% of such company) which may compete with the Company. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company (other than such contracts as relate to any such person's ownership of capital stock or other securities of the Company). Except as may be disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. 3.9 CHANGES. Since the Statement Date, there has not been to the Company's knowledge: (a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had a material adverse effect on such assets, liabilities, financial condition or operations of the Company; (b) Any resignation or termination of any officer, key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not 5.

know of the impending resignation or termination of employment of any such officer, key employee or group of employees; (c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company; (e) Any waiver by the Company of a valuable right or of a material debt owed to it; (f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; (g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (h) Any declaration or payment of any dividend or other distribution of the assets of the Company; (i) Any labor organization activity related to the Company; (j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) Any change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; (m) Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition or operations of the Company; or (n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above. 3.10 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other 6.

than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound. 3.11 INTELLECTUAL PROPERTY. (a) To the best of its knowledge, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products. (b) The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company aware of any basis therefor. (c) The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Each former and current employee, officer and consultant of the Company has executed a proprietary information and inventions agreement. No former or current employee, officer or consultant of the Company has excluded works or inventions made prior to his or her employment with the Company from his or her assignment of inventions pursuant to such employee, officer or consultant's proprietary information and inventions agreement. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company. (d) Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated. 7.

3.12 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation or default of any term of its Restated Charter or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order, writ. The execution, delivery, and performance of and compliance with this Agreement, and the Related Agreements, and the issuance and sale of the Shares pursuant hereto and of the Conversion Shares pursuant to the Restated Charter, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. To its knowledge, the Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company's loss of any right granted under any license, distribution agreement or other agreement required to be disclosed on the Schedule of Exceptions. 3.13 LITIGATION. There is no action, suit, proceeding or investigation pending or, to the Company's knowledge, currently threatened against the Company that questions the validity of this Agreement, or the Related Agreements or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, or which would reasonably be expected to result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs or prospects of the Company, financially or otherwise, or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for any of the foregoing. The foregoing includes, without limitation, actions pending or, to the Company's knowledge, threatened or any basis therefor known by the Company involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. 3.14 TAX RETURNS AND PAYMENTS. The Company has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. 3.15 EMPLOYEES. The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company. The Company is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, 8.

incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company's knowledge the continued employment by the Company of its present employees, and the performance of the Company's contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of employment with the Company. The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees. 3.16 OBLIGATIONS OF MANAGEMENT. Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company's knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise. 3.17 REGISTRATION RIGHTS AND VOTING RIGHTS. Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register (as defined in Section 1.1 of the Investor Rights Agreement) any of the Company's presently outstanding securities or any of its securities that may hereafter be issued. To the Company's knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company. 3.18 COMPLIANCE WITH LAWS; PERMITS. The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which violation would materially and adversely affect the business, assets, liabilities, financial condition, or operations of the Company. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Shares or the Conversion Shares, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. 3.19 ENVIRONMENTAL AND SAFETY LAWS. The Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and 9

safety, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. 3.20 OFFERING VALID. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws. 3.21 FULL DISCLOSURE. The Company has provided Purchaser with all information requested by Purchaser in connection with their decision to purchase the Shares. To the Company's knowledge, neither this Agreement, the exhibits hereto, the Related Agreements nor any other document delivered by the Company to Purchaser or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact nor, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. 3.22 MINUTE BOOKS. The minute books of the Company made available to Purchaser contain a complete summary of all meetings of directors and stockholders since the time of incorporation. 3.23 REAL PROPERTY HOLDING CORPORATION. The Company is not a real property holding corporation within the meaning of Code Section 897(c)(2) and any regulations promulgated thereunder. 3.24 INSURANCE. The Company has general commercial, product liability, fire and casualty insurance policies with coverage customary for companies similarly situated to the Company. 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to the Company as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement): 4.1 REQUISITE POWER AND AUTHORITY. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement and the Related Agreements have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) as limited by general principles of equity that restrict the availability of 10

equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. 4.2 INVESTMENT REPRESENTATIONS. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows: (a) PURCHASER BEARS ECONOMIC RISK. Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares (or the Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose. (b) ACQUISITION FOR OWN ACCOUNT. Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution. (c) PURCHASER CAN PROTECT ITS INTEREST. Purchaser represents that by reason of its, or of its management's, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement, and the Related Agreements. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement. (d) ACCREDITED INVESTOR. Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (e) COMPANY INFORMATION. Purchaser has received and read the Financial Statements and has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. (f) RULE 144. Purchaser acknowledges and agrees that the Shares, and, if issued, the Conversion Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in 11

a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. 4.3 TRANSFER RESTRICTIONS. Purchaser acknowledges and agrees that the Shares and, if issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Investor Rights Agreement. 5. CONDITIONS TO CLOSING. 5.1 CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING. Purchaser's obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing. (b) LEGAL INVESTMENT. On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject. (c) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (except for such as may be properly obtained subsequent to the Closing). (d) FILING OF RESTATED CHARTER. The Restated Charter shall have been filed with the Maryland State Department of Assessment and Taxation and shall continue to be in full force and effect as of the Closing Date. (e) CORPORATE DOCUMENTS. The Company shall have delivered to Purchaser or its counsel, copies of all corporate documents of the Company as Purchaser shall reasonably request. (f) RESERVATION OF CONVERSION SHARES. The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion. (g) COMPLIANCE CERTIFICATE. The Company shall have delivered to Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied. 12

(h) SECRETARY'S CERTIFICATE. Purchaser shall have received from the Company's Secretary, a certificate having attached thereto (i) the Company's Articles of Incorporation as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, (iv) resolutions approved by the Company's stockholders authorizing the filing of the Restated Charter, and (v) good standing certificates (including tax good standing) with respect to the Company from the applicable authority(ies) in Maryland and any other jurisdiction in which the Company is qualified to do business, dated a recent date before the Closing. (i) INVESTOR RIGHTS AGREEMENT. The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto. (j) CO-SALE AGREEMENT. The Co-Sale Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by the parties thereto. The stock certificates representing the shares subject to the Co-Sale Agreement shall have been delivered to the Secretary of the Company and shall have had appropriate legends placed upon them to reflect the restrictions on transfer set forth on the Co-Sale Agreement. (k) LEGAL OPINION. Purchaser shall have received from legal counsel to the Company an opinion addressed to them, dated as of the Closing Date, in substantially the form attached hereto as Exhibit E. (l) PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Purchaser and its counsel, and Purchaser and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request. 5.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to issue and sell the Shares at the Closing is subject to the satisfaction, on or prior to the Closing, of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties in Section 4 made by Purchaser shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date. (b) PERFORMANCE OF OBLIGATIONS. Purchaser shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Purchaser on or before the Closing. (c) FILING OF RESTATED CHARTER. The Restated Charter shall have been filed with the Maryland State Department of Assessment and Taxation. 13

(d) INVESTOR RIGHTS AGREEMENT. The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by Purchaser. (e) CO-SALE AGREEMENT. The Co-Sale Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by the parties thereto (f) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (except for such as may be properly obtained subsequent to the Closing). 6. MISCELLANEOUS. 6.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Maryland as such laws are applied to agreements between Maryland residents entered into and performed entirely in Maryland. 6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Purchaser and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. 6.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time. 6.4 ENTIRE AGREEMENT. This Agreement, the exhibits and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. 6.5 SEVERABILITY. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6.6 AMENDMENT AND WAIVER. (a) This Agreement may be amended or modified only upon the written consent of the Company and holders of at least a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public). 14

(b) The obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived only with the written consent of the holders of at least a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public). 6.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, the Related Agreements or the Restated Charter, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on Purchaser's part of any breach, default or noncompliance under this Agreement, the Related Agreements or under the Restated Charter or any waiver on such party's part of any provisions or conditions of the Agreement, the Related Agreements, or the Restated Charter must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, the Related Agreements, the Restated Charter, by law, or otherwise afforded to any party, shall be cumulative and not alternative. 6.8 NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at its address set forth on the signature page hereof and to Purchaser at its address set forth on the signature page hereof or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto. 6.9 EXPENSES. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. 6.10 ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 6.11 TITLES AND SUBTITLES. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 15

6.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6.13 BROKER'S FEES. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker's or finder's fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.13 being untrue. 6.14 CONFIDENTIALITY. Each party hereto agrees that, except with the prior written consent of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement or the Related Agreements, discussions or negotiations relating to this Agreement or the Related Agreements, the performance of its obligations hereunder or the ownership of the Shares purchased hereunder. The provisions of this Section 6.14 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto. 6.15 PRONOUNS. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 16

SIGNATURE PAGE SERIES A PREFERRED STOCK PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed the SERIES A PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.
COMPANY: NEURALSTEM BIOPHARMACEUTICALS, LTD. PURCHASER: GENE LOGIC INC.

Signature: /s/ I. RICHARD CARR -------------------------Print Name: I. Richard Carr -------------------------Title: President & CEO ------------------------------Address: 3335 Paint Branch Drive College Park, Maryland 20742 Attn: I. Richard Garr

Signature: /s/ PHILIP L. ROHRER, JR. --------------------------Print Name: Philip L. Rohrer, Jr. -------------------------Title: Chief Financial Officer ------------------------------Address: 708 Quince Orchard Road Gaithersburg, Maryland 20878 Attn: Mark D. Gessler

17.

LIST OF EXHIBITS
Articles of Amendment Investor Rights Agreement Co-Sale Agreement List of Stockholders and Optionholders Form of Legal Opinion Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E

EXHIBIT A

NEURALSTEM PHARMACEUTICALS, LTD. ARTICLES OF AMENDMENT NEURALSTEM BIOPHARMACEUTICALS, LTD., a Maryland corporation having its principal office in Montgomery County, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Articles of Incorporation are hereby amended and restated in their entirety to read as follows: I. The name of the corporation is NEURALSTEM BIOPHARMACEUTICALS, LTD. (the "Corporation" or the "Company"). II. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Maryland. III. The address of the principal office of the Corporation within the State of Maryland is 8803 Maxwell Drive, Potomac, Maryland 20854. IV. The name and address of the registered agent of the Corporation in the State of Maryland are: The Corporation Trust Incorporated 300 East Lombard Street Baltimore, Maryland 21202 V. A. This Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is Fifteen Million (15,000,000) shares, Ten Million (10,000,000) shares of which shall be Common Stock (the "Common Stock") and Five Million (5,000,000) shares of which shall be Preferred Stock (the "Preferred Stock"). The Preferred Stock shall have a par value of one cent ($.01) per share and the Common Stock shall have a par value of one cent ($.01) per share. B. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the 1.

affirmative vote of the holders of a majority of the stock of the Corporation (voting together on an as-if-converted basis). C. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, within the limitations and restrictions stated in this Articles of Amendment, to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series prior or subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. D. One Million Forty-Seven Thousand Five Hundred Eighty-Eight (1,047,588) of the authorized shares of Preferred Stock are hereby designated "Series A Preferred Stock" (the "Series A Preferred"). E. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred are as follows: 1. DIVIDEND RIGHTS. a. Subject to the rights of any series of Preferred Stock that may from time to time come into existence, the Holders of Series A Preferred, in preference to the holders of any other stock of the Company ("Junior Stock"), shall be entitled to receive, when and as declared by the Board of Directors, but only out of funds that are legally available therefor, cash dividends at the rate of eight percent (8%) of the Original Issue Price (as defined below) per annum on each outstanding share of Series A Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). The "Original Issue Price" of the Series A Preferred shall be Seven Dollars and Sixty-Four Cents ($7.64). Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be non-cumulative. b. So long as any shares of Series A Preferred shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Junior Stock, nor shall any shares of any Junior Stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company (except for acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above) on the Series A Preferred shall have been paid or declared and set apart. In the event dividends are paid on any share of Common Stock, an additional dividend shall be paid with respect to all outstanding shares of Series A Preferred in an amount equal per share (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock. The provisions of this Section 1(b) shall not, however, apply to (i) a dividend payable in Common Stock, (ii) the acquisition of shares of any Junior Stock in exchange for 2.

shares of any other Junior Stock, or (iii) any repurchase of any outstanding securities of the Company that is approved by the Company's Board of Directors. 2. VOTING RIGHTS. a. GENERAL RIGHTS. Except as otherwise provided herein or as required by law, the Series A Preferred shall be voted equally with the shares of the Common Stock of the Company and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: each holder of shares of Series A Preferred shall be entitled to such number of votes as shall be equal to the whole number of shares of Common Stock into which such holder's aggregate number of shares of Series A Preferred are convertible (pursuant to Section 4 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. b. SEPARATE VOTE OF SERIES A PREFERRED. For so long as at least 500,000 shares of Series A Preferred (subject to adjustment for any stock split, reverse stock split or other similar event affecting the Series A Preferred) remain outstanding, in addition to any other vote or consent required herein, by law or pursuant to the rights of any series of Preferred Stock that may from time to time come into existence, the vote or written consent of the holders of at least a majority of the outstanding Series A Preferred shall be necessary for effecting or validating the following actions: (i) Any increase or decrease in the authorized number of shares of Series A Preferred; (ii) Any redemption, repurchase, payment of dividends or other distributions with respect to Junior Stock (except for acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer); or (iii) Any action that results in the payment or declaration of a dividend on any shares of Common Stock or Preferred Stock. 3. LIQUIDATION RIGHTS. a. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Junior Stock and subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred equal to the Original Issue Price plus all declared and unpaid dividends on the Series A Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred of the liquidation preference set forth in this Section 3(a), then subject to the rights of any series of Preferred Stock that may from time to time come into 3.

existence, such assets shall be distributed among the holders of Series A Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. b. After the payment of the full liquidation preference of the Series A Preferred as set forth in Section 3(a) above and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. c. The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In any of such events, if the consideration received by this corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (a) Securities not subject to investment letter or other similar restrictions on free marketability covered by (b) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred. (b) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely 4.

by virtue of a shareholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding shares of such Series A Preferred. 4. CONVERSION RIGHTS. The holders of the Series A Preferred shall have the following rights with respect to the conversion of the Series A Preferred into shares of Common Stock (the "Conversion Rights"): a. OPTIONAL CONVERSION. Subject to and in compliance with the provisions of this Section 4, any shares of Series A Preferred may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Preferred shall be entitled upon conversion shall be the product obtained by multiplying the "Series A Preferred Conversion Rate" then in effect (determined as provided in Section 4(b)) by the number of shares of Series A Preferred being converted. b. SERIES A PREFERRED CONVERSION RATE. The conversion rate in effect at any time for conversion of the Series A Preferred (the "Series A Preferred Conversion Rate") shall be the quotient obtained by dividing the Original Issue Price of the Series A Preferred by the "Series A Preferred Conversion Price," calculated as provided in Section 4(c). c. SERIES A PREFERRED CONVERSION PRICE. The conversion price for the Series A Preferred shall initially be the Original Issue Price of the Series A Preferred (the "Series A Preferred Conversion Price"). Such initial Series A Preferred Conversion Price shall be adjusted from time to time in accordance with this Section 4. All references to the Series A Preferred Conversion Price herein shall mean the Series A Preferred Conversion Price as so adjusted. d. MECHANICS OF CONVERSION. Each holder of Series A Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series A Preferred being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board of Directors as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing 5.

the shares of Series A Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date. e. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company shall at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Original Issue Date") effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the Preferred Stock, the Series A Preferred Conversion Price in effect immediately before that subdivision shall be proportionately decreased. Conversely, if the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Preferred Stock, the Series A Preferred Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 4(e) shall become effective at the close of business on the date the subdivision or combination becomes effective. f. ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. If the Company at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Series A Preferred Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Series A Preferred Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price shall be adjusted pursuant to this Section 4(f) to reflect the actual payment of such dividend or distribution. g. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If at any time or from time to time after the Original Issue Date, the Common Stock issuable upon the conversion of the Series A Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition or Asset Transfer as defined in Section 3 (c) or a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 4), in any such event each holder of Series A Preferred shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series A Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. 6.

h. REORGANIZATIONS, MERGERS OR CONSOLIDATIONS. If at any time or from time to time after the Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Company with or into another corporation or another entity or person (other than an Acquisition or Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, provision shall be made so that the holders of the Series A Preferred shall thereafter be entitled to receive upon conversion of the Series A Preferred the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of Series A Preferred after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Series A Preferred) shall be applicable after that event and be as nearly equivalent as practicable. i. CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or readjustment of the Series A Preferred Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series A Preferred, if the Series A Preferred is then convertible pursuant to this Section 4, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series A Preferred at the holder's address as shown in the Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the Series A Preferred Conversion Price at the time in effect, and (ii) the type and amount, if any, of other property which at the time would be received upon conversion of the Series A Preferred. j. NOTICES OF RECORD DATE. Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any Acquisition (as defined in Section 3(c)) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other corporation, or any Asset Transfer (as defined in Section 3(c)), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Series A Preferred at least ten (10) days prior to the record date specified therein (or such shorter period approved by a majority of the outstanding Series A Preferred) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, 7.

reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up. k. AUTOMATIC CONVERSION. (i) Each share of Series A Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (x) the per share price is at least $3.00 (as adjusted for stock splits, dividends, recapitalizations and the like) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $7,500,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(k)(i) above, the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, the holders of Series A Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). l. FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Common Stock's fair market value (as determined by the Board of Directors) on the date of conversion. 8.

m. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. n. NOTICES. Any notice required by the provisions of this Section 4 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company. o. PAYMENT OF TAXES. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series A Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred so converted were registered. p. NO DILUTION OR IMPAIRMENT. The Company shall not amend its Articles of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or take any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred against dilution or other impairment. VI. A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. B. Any repeal or modification of this Article VI shall only be prospective and shall not effect the rights under this Article VI in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability. For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its 9.

directors and of its stockholders or any class thereof, as the case may be, it is further provided that: A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws, subject to any restrictions which may be set forth in these Articles of Amendment. B. The Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the percentage of holders of capital stock as provided therein; and, provided further, that no amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders. C. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. SECOND: The amendment and restatement of the Articles of Incorporation as hereinabove set forth have been duly advised by the board of directors and approved by the stockholders of the Corporation; THIRD: (a) The total number of shares of all classes of stock of the Corporation heretofore authorized, and the number and par value of the shares of each class are as follows: 10,000,000 shares of Common Stock with $.01 par value. (b) The total number of shares of all classes of stock of the Corporation as increased, and the number and par value of the shares of each class, are as follows: Ten Million (10,000,000) shares of Common Stock with $.01 par value per share and Five Million (5,000,000) shares of Preferred Stock with $.01 par value per share, of which One Million Forty-Seven Thousand Five Hundred Eighty-Eight (1,047,588) shares have been designated Series A Preferred Stock. 10.

IN WITNESS WHEREOF, NEURALSTEM BIOPHARMACEUTICALS, LTD., has caused these presents to be signed in its name and on its behalf by its President and attested by its Assistant Secretary on April 6, 2000.
ATTEST NEURALSTEM BIOPHARMACEUTICALS, LTD.

/s/ Karl K. Johe -------------------------Karl K. Johe Assistant Secretary

/s/ I. Richard Garr, President -------------------------------I. Richard Garr, President

The undersigned, President of NeuralStem Biopharmaceuticals, Ltd., who executed on behalf of said Corporation, the foregoing Articles of Amendment, of which this certificate is made a part, thereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
/s/ I. Richard Garr, President ------------------------------I. Richard Garr, President

11.

EXHIBIT B NEURALSTEM BIOPHARMACEUTICALS, LTD. INVESTOR RIGHTS AGREEMENT APRIL 20, 2000

TABLE OF CONTENTS

SECTION 1. 1.1 SECTION 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 SECTION 3. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 SECTION 4. 4.1 4.2

GENERAL................................................................................ Definitions............................................................................ REGISTRATION; RESTRICTIONS ON TRANSFER................................................. Restrictions on Transfer............................................................... Demand Registration.................................................................... Piggyback Registrations................................................................ Form S-3 Registration.................................................................. Expenses of Registration............................................................... Obligations of the Company............................................................. Termination of Registration Rights..................................................... Delay of Registration; Furnishing Information.......................................... Indemnification........................................................................ Assignment of Registration Rights...................................................... Amendment of Registration Rights....................................................... Limitation on Subsequent Registration Rights........................................... "Market Stand-Off" Agreement; Agreement to Furnish Information......................... Rule 144 Reporting..................................................................... COVENANTS OF THE COMPANY............................................................... Basic Financial Information and Reporting.............................................. Inspection Rights...................................................................... Confidentiality of Records............................................................. Reservation of Common Stock............................................................ Key Man Insurance...................................................................... Visitation Rights...................................................................... Proprietary Information and Inventions Agreement....................................... Assignment of Right of First Refusal................................................... Termination of Covenants............................................................... RIGHTS OF FIRST REFUSAL................................................................ Subsequent Offerings................................................................... Exercise of Rights.....................................................................

TABLE OF CONTENTS (CONTINUED)

4.3 4.4 4.5 4.6 SECTION 5. 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11

Issuance of Equity Securities to Other Persons......................................... Termination and Waiver of Rights of First Refusal...................................... Transfer of Rights of First Refusal.................................................... Excluded Securities.................................................................... MISCELLANEOUS.......................................................................... Governing Law.......................................................................... Survival............................................................................... Successors and Assigns................................................................. Entire Agreement....................................................................... Severability........................................................................... Amendment and Waiver................................................................... Delays or Omissions.................................................................... Notices................................................................................ Attorneys' Fees........................................................................ Titles and Subtitles................................................................... Counterparts...........................................................................

ii.

NEURALSTEM BIOPHARMACEUTICALS, LTD. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 20th day of April, 2000, by and among NEURALSTEM BIOPHARMACEUTICALS, LTD., a Maryland corporation (the "Company"), and the investors listed on Exhibit A hereto, referred to hereinafter as the "Investors" and each individually as an "Investor." RECITALS WHEREAS, the Investors are purchasing shares of the Company's Series A Preferred Stock (the "Series A Stock") pursuant to that certain Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith (the "Financing"); WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement in order to grant registration, information rights and other rights to the Investors as set forth below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows: SECTION 1. GENERAL. 1.1 DEFINITIONS. As used in this Agreement the following terms shall have the following respective meanings: "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Form S-3" means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. "Holder" means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.10 hereof. "Initial Offering" means the Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

"Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. "Registrable Securities" means (a) Common Stock of the Company issued or issuable upon conversion of the Shares; and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement or Rule 144 or sold in a private transaction in which the transferor's rights under Section 2 of this Agreement are not assigned. "Registrable Securities then outstanding" shall be the number of shares determined by calculating the total number of shares of the Company's Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities. "Registration Expenses" shall mean all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). "SEC" or "Commission" means the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale. "Shares" shall mean the Company's Series A Stock issued pursuant to the Purchase Agreement and held by the Investors listed on Exhibit A hereto and their permitted assigns. "Special Registration Statement" shall mean a registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act. SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER. 2.1 RESTRICTIONS ON TRANSFER. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until: 2.

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (D) to the Holder's family member or trust for the benefit of an individual Holder; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. (b) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 3.

2.2 DEMAND REGISTRATION. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of 50% of the Registrable Securities (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of at least 50% of the Registrable Securities then outstanding or a lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000 (a "Qualified Public Offering"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) March 31, 2004 or (b) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; 4.

(iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below. 2.3 PIGGYBACK REGISTRATIONS. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (a) UNDERWRITING. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other 5.

than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling shareholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence. (b) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof. 2.4 FORM S-3 REGISTRATION. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: (i) if Form S-3 is not available for such offering by the Holders, or 6.

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. 2.5 EXPENSES OF REGISTRATION. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2 or any registration under Section 2.3 or Section 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to forfeit their right to one requested registration pursuant to Section 2.2 or Section 2.4, as applicable, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the 7.

number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 2.2 or Section 2.4 to a demand registration. 2.6 OBLIGATIONS OF THE COMPANY. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or Holders have completed the distribution related thereto. The Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above. (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated 8.

therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. 2.7 TERMINATION OF REGISTRATION RIGHTS. With respect to a given Holder, all registration rights granted under this Section 2 shall terminate and be of no further force and effect upon the earlier to occur of (i) five (5) years after the date of the Company's Initial Offering, or (ii) the date upon which all Registrable Securities held by and issuable to such Holder (and its affiliates, partners, former partners, members and former members) may be sold under Rule 144 during any ninety (90) day period. 2.8 DELAY OF REGISTRATION; FURNISHING INFORMATION. (a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. (b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities. (c) The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if, due to the operation of subsection 2.2(b), the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company's obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable. 2.9 INDEMNIFICATION. In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or 2.4: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the 9.

following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Holder, partner, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder. (b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.9 exceed the net proceeds from the offering received by such Holder. (c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such 10.

indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9. (a) If the indemnification provided for in this Section 2.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder. (e) The obligations of the Company and Holders under this Section 2.9 shall survive completion of any offering of Registrable Securities in a registration statement and the termination of this agreement. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 2.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities which (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least fifty thousand (50,000) shares of Registrable Securities (as adjusted for stock splits and combinations); provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company 11.

written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 2.11 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Section 2 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this Section 2.11 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2, Holders of Registrable Securities hereby agree to be bound by the provisions hereunder. 2.12 LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder. 2.13 "MARKET STAND-OFF" AGREEMENT; AGREEMENT TO FURNISH INFORMATION. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that: (i) such agreement shall apply only to the Company's Initial Offering; and, for so long as such Holder beneficially owns at least one percent (1%) of the Company's voting securities, any subsequent public offering; and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Each Holder 12.

agrees that any transferee of any shares of Registrable Securities shall be bound by this Section 2.13. 2.14 RULE 144 REPORTING. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration. SECTION 3. COVENANTS OF THE COMPANY. 3.1 BASIC FINANCIAL INFORMATION AND REPORTING. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. (c) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in 13.

accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) So long as an Investor (with its affiliates) shall own not less than one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor"), the Company will furnish each such Major Investor at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto). 3.2 INSPECTION RIGHTS. Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company or with respect to information which the Board of Directors determines in good faith is confidential and should not, therefore, be disclosed. 3.3 CONFIDENTIALITY OF RECORDS. Each Investor agrees to use, and to use its best efforts to insure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information to any partner, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company as long as such partner, subsidiary or parent is advised of the confidentiality provisions of this Section 3.3. 3.4 RESERVATION OF COMMON STOCK. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion. 3.5 KEY MAN INSURANCE. Subject to the approval of the Board of Directors, the Company will use its best efforts to obtain and maintain in full force and effect term life insurance in the amount of at least five million dollars ($5,000,000) on the life of Karl K. Johe naming the Company as beneficiary. 3.6 VISITATION RIGHTS. So long as Gene Logic Inc. or its successor or assign ("Gene Logic") is a Major Investor, the Company shall allow one representative designated by the Gene Logic to attend all meetings of the Company's Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. 14.

3.7 PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement in the form approved by the Board of Directors. 3.8 ASSIGNMENT OF RIGHT OF FIRST REFUSAL. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company's outstanding capital stock pursuant to the Company's charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Major Investor. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion (as defined in Section 4.1) of the capital stock proposed to be transferred. 3.9 TERMINATION OF COVENANTS. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction, provided that this Section 3.9(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (a "Change in Control"). SECTION 4. RIGHTS OF FIRST REFUSAL. 4.1 SUBSEQUENT OFFERINGS. Each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right. 4.2 EXERCISE OF RIGHTS. If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity 15.

Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. 4.3 ISSUANCE OF EQUITY SECURITIES TO OTHER PERSONS. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares. The Major Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investor's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company's notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. 4.4 TERMINATION AND WAIVER OF RIGHTS OF FIRST REFUSAL. (a) The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon, the earlier of (i) effective date of the registration statement pertaining to the Company's Initial Offering or (ii) a Change in Control. (b) In addition to, and not in lieu of, the provisions of Section 4.4(a), with respect only to Gene Logic, the rights of first refusal established by this Section 4 shall terminate as to Gene Logic upon the expiration or, if earlier, the termination of the GeneExpress Product Access Agreement between Gene Logic and the Company of even date herewith. (c) The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.6. 4.5 TRANSFER OF RIGHTS OF FIRST REFUSAL. The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10. 4.6 EXCLUDED SECURITIES. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) issued or to be issued after the Original Issue Date (as defined in the Company's Certificates of Incorporation to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors; 16.

(b) stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement, options and warrants outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement; provided that the rights of first refusal established by this Section 4 applied with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of the Shares; (f) any Equity Securities issued pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Directors; (g) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; and (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions and the issuance of shares therein, has been approved by the Board of Directors. SECTION 5. MISCELLANEOUS. 5.1 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Maryland as applied to agreements among Maryland residents entered into and to be performed entirely within Maryland. 5.2 SURVIVAL. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Holder and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. 5.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the 17.

absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 5.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. 5.5 SEVERABILITY. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 5.6 AMENDMENT AND WAIVER. (a) Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of the Company and the holders of at least a majority of the Registrable Securities. (b) Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be waived only with the written consent of the holders of at least a majority of the Registrable Securities. (c) For the purposes of determining the number of Holder or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 5.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Holder's part of any breach, default or noncompliance under the Agreement or any waiver on such Holder's part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not alternative. 5.8 NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on 18.

the signature pages hereof or Exhibit A hereto or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto. 5.9 ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 5.10 TITLES AND SUBTITLES. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 5.11 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
COMPANY: NEURALSTEM BIOPHARMACEUTICALS, LTD. By: /s/ I. Richard Garr -----------------------------Title: President and CEO --------------------------INVESTOR: GENE LOGIC INC.

By: /s/ Philip L. Rohrer, Jr. ------------------------------------Title: Chief Financial Officer ----------------------------------

19.

EXHIBIT A SCHEDULE OF INVESTORS NAME AND ADDRESS GENE LOGIC INC. 708 Quince Orchard Road Gaithersburg, Maryland 20878 Attn: Mark D. Gessler A-1 *CONFIDENTIAL TREATMENT REQUESTED SHARES [***]

EXHIBIT C NEURALSTEM BIOPHARMACEUTICALS, LTD. CO-SALE AGREEMENT THIS CO-SALE AGREEMENT (the "Agreement") is made and entered into as of this 20th day of April, 2000, by and among NEURALSTEM BIOPHARMACEUTICALS, LTD., a Maryland corporation (the "Company"), each of the persons and entities listed on Exhibit A hereto (the "Investors"), and each of the persons listed on Exhibit B hereto (each referred to herein as a "Founder" and collectively as the "Founders"). RECITALS WHEREAS, the Founders are the beneficial owners of an aggregate of [***] shares of Common Stock of the Company; WHEREAS, Investors are purchasing shares of the Company's Series A Preferred Stock (the "Preferred Stock") pursuant to that certain Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith (the "Financing"); WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement in order to grant rights of co-sale to each Investor. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows: 1. DEFINITIONS. (a) "Co-Sale Stock" shall mean shares of the Company's Common Stock now owned or subsequently acquired by the Founders by gift, purchase, dividend, option exercise or any other means whether or not such securities are only registered in a Founder's name or beneficially or legally owned by such Founder, including any interest of a spouse in any of the Co-Sale Stock, whether that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Co-Sale Stock owned by the Founders as of the date hereof are set forth on Exhibit B, which Exhibit may be amended from time to time by the Company to reflect changes in the number of shares owned by the Founders, but the failure to so amend shall have no effect on such Co-Sale Stock being subject to this Agreement. (b) "Common Stock" shall mean the Company's Common Stock and shares of Common Stock issued or issuable upon conversion of the Company's outstanding Preferred Stock or exercise of any option, warrant or other security or right of any kind convertible into or exchangeable for Common Stock. 1.

*CONFIDENTIAL TREATMENT REQUESTED

(c) For the purpose of this Agreement, the term "Transfer" shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Co-Sale Stock. 2. TRANSFERS BY A FOUNDER. (a) If a Founder proposes to Transfer any shares of Co-Sale Stock then the Founder shall promptly give written notice (the "Notice") simultaneously to the Company and to each of the Investors at least thirty (30) days prior to the closing of such Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Co-Sale Stock to be transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the Transfer is being made pursuant to the provisions of Section 3(a), the Notice shall state under which section the Transfer is being made. (b) Each Investor shall have the right, exercisable upon written notice to such Founder within fifteen (15) days after the Notice, to participate in such Transfer of Co-Sale Stock on the same terms and conditions. Such notice shall indicate the number of shares of Common Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Co-Sale Stock that such Founder may sell in the transaction shall be correspondingly reduced. (c) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Co-Sale Stock covered by the Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Stock owned by such Founder and the Investors at the time of the Transfer. If not all of the Investors elect to sell their share of the Co-Sale Stock proposed to be transferred within said fifteen (15) day period, then the Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2(c). The Investors shall have five (5) days after receipt of such notice to notify the Founder of its election to sell all or a portion thereof of the unsubscribed shares. (d) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "Participant") shall effect its participation in the Transfer by promptly delivering to such Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Participant elects to sell; or 2.

(ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2(d)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (e) The stock certificate or certificates that the Participant delivers to such Founder pursuant to Section 2(d) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Notice, and the Founder shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, such Founder shall not sell to such prospective purchaser or purchasers any Co-Sale Stock unless and until, simultaneously with such sale, such Founder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Notice. (f) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Co-Sale Stock made by such Founder shall not adversely affect their rights to participate in subsequent Transfers of Co-Sale Stock subject to this Section 2. (g) If none of the Investors elect to participate in the sale of the Co-Sale Stock subject to the Notice, such Founder may, not later than sixty (60) days following delivery to the Company of the Notice, enter into an agreement providing for the closing of the Transfer of the Co-Sale Stock covered by the Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Notice. Any proposed transfer on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed transfer of any of the Co-Sale Stock by a Founder, shall again be subject to the co-sale rights of the Investors and shall require compliance by a Founder with the procedures described in this Section 2. 3. EXEMPT TRANSFERS. (a) Notwithstanding the foregoing, the co-sale rights of the Investors shall not apply to (i) any transfer or transfers by a Founder which in the aggregate, over the term of this Agreement, amount to no more than ten percent (10%) of the shares of Co-Sale Stock held by a Founder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder, (iii) any transfer or transfers by a Founder to another Founder (the "TransfereeFounder") so long as the Transferee-Founder is, at the time of the transfer, employed by or acting as a consultant or director of the Company, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii) and (iv), (A) the Founder shall inform the Investors of such transfer or gift prior to effecting it and (B) the transferee or donee shall furnish the Investors with a written agreement to be bound by and 3.

comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer be subject to the co-sale rights of the Investors), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such transferee or donee shall be treated as the "Founder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of any Co-Sale Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). (c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Founder pursuant to (i) a stock restriction agreement or other agreement between the Company and the Founder and (ii) any right of first refusal set forth in the Bylaws of the Company. 4. PROHIBITED TRANSFERS. (a) In the event that a Founder should Transfer any Co-Sale Stock in contravention of the co-sale rights of each Investor under this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Founder the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser under Section 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to such Founder in such Prohibited Transfer. The Founder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor's rights under Section 2. (ii) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4(b)(i), in cash or by other means acceptable to the Investor. (iv) Notwithstanding the foregoing, any attempt by a Founder to transfer Co-Sale Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Investors if a majority in interest of the Investors do not elect to 4.

exercise the put option set forth in this Section 4, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Investors. 5. LEGEND. (a) Each certificate representing shares of Co-Sale Stock now or hereafter owned by the Founder or issued to any person in connection with a transfer pursuant to Section 3(a) hereof shall be endorsed with the following legend: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN CO-SALE AGREEMENT BY AND BETWEEN THE SHAREHOLDER, THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." (b) The Founders agree that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 5(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement. 6. MISCELLANEOUS. (a) CONDITIONS TO EXERCISE OF RIGHTS. Exercise of the Investors' rights under this Agreement shall be subject to and conditioned upon, and the Founders and the Company shall use their best efforts to assist each Investor in, compliance with applicable laws. (b) GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Maryland as applied to agreements among Maryland residents entered into and to be performed entirely within Maryland. (c) AMENDMENT. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only the Company, (ii) as to the Investors, persons holding more than a majority in interest of the Common Stock held by the Investors and their assignees, pursuant to Section 6(d) hereof, and (iii) as to the Founders, only the Founders; provided, that no consent of any Founder shall be necessary for any amendment and/or restatement which includes additional holders of Preferred Stock or other preferred stock of the Company as "Investors" and parties hereto. Any amendment or waiver effected in accordance with clauses (i), (ii), and (iii) of this Section 6(c) shall be binding upon each Investor, its successors and assigns, the Company and the Founders. (d) ASSIGNMENT OF RIGHTS. This Agreement constitutes the entire agreement between the parties relative to the specific subject matter hereof. Any previous agreement among the parties relative to the specific subject matter hereof is superseded by this Agreement. 5.

This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives. (e) TERM. This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety: (i) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act of 1933, as amended; (ii) the date of the closing of a sale, lease, or other disposition of all or substantially all of the Company's assets or the Company's merger into or consolidation with any other corporation or other entity, or any other corporate reorganization, in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction, provided that this Section 6(e)(ii) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company; or (iii) the date as of which the parties hereto terminate this Agreement by written consent of a majority in interest of the Investors and a majority in interest of the Founders. (f) OWNERSHIP. The Founders represent and warrant that each is the sole legal and beneficial owner of those shares of Co-Sale Stock he or she currently holds subject to the Agreement and that no other person has any interest (other than a community property interest) in such shares. (g) NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth herein or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto. (h) SEVERABILITY. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. (i) ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such 6.

prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. (j) ENTIRE AGREEMENT. This Agreement and the Exhibits hereto, along with the Purchase Agreement and each of the Exhibits thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. (k) ADDITIONAL INVESTORS. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an "Investor" hereunder. (l) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [THIS SPACE INTENTIONALLY LEFT BLANK] 7.

The foregoing CO-SALE AGREEMENT is hereby executed as of the date first above written.
COMPANY: NEURALSTEM BIOPHARMACEUTICALS, LTD. By: /s/ I. Richard Garr -----------------------------Name: I. Richard Garr ---------------------------Title: President & CEO --------------------------INVESTOR: GENE LOGIC INC.

By: /s/ Philip L. Rohrer, Jr. --------------------------------Name: Philip L. Rohrer, Jr. ------------------------------Title: Chief Financial Officer ------------------------------

FOUNDERS:

[***] *CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT A LIST OF INVESTORS Gene Logic Inc. 708 Quince Orchard Rd Gaithersburg MD 20878 1.

EXHIBIT B CO-SALE STOCK OWNERSHIP NAME AND ADDRESS OF FOUNDER [***] 2. *CONFIDENTIAL TREATMENT REQUESTED CO-SALE STOCK [***]

EXHIBIT D NEURALSTEM BIOPHARMACEUTICALS, LTD. STOCK SCHEDULES AS OF MARCH 30, 2000 SCHEDULE OF ISSUED AND OUTSTANDING STOCK CERTIFICATES [***] -1*CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE OF ISSUED AND OUTSTANDING STOCK CERTIFICATES [***] -2*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES AS OF MARCH 30, 2000 SCHEDULE OF STOCK SUBSCRIPTIONS [***] -3*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES SCHEDULE OF STOCK OPTIONS AS OF MARCH 30, 2000 SCHEDULE OF UNEXERCISED INCENTIVE STOCK OPTIONS [***] -4*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES SCHEDULE OF STOCK OPTIONS AS OF MARCH 30, 2000 SCHEDULE OF UNEXERCISED NON-QUALIFIED STOCK OPTIONS [***] -5*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES AS OF MARCH 30, 2000 SCHEDULE OF STOCK OPTIONS TOTAL ISO OUTSTANDING: [***] TOTAL NON-QUAL OUTSTANDING: [***] TOTAL ISO AND NON-QUAL OUTSTANDING: [***] -6*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES AS OF MARCH 30, 2000 SCHEDULE OF STOCK RESERVED [***] -7*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES AS OF MARCH 30, 2000 SCHEDULE OF STOCK WARRANTS [***] -8*CONFIDENTIAL TREATMENT REQUESTED

NEURALSTEM BIOPHARMACEUTICALS, LTD STOCK SCHEDULES AS OF MARCH 30, 2000 SUMMARY [***] -9*CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT E FORM OF LEGAL OPINION 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Maryland. 2. The Company has the requisite corporate power to own its property and assets and to conduct its business as it is currently being conducted and, to the best of our knowledge, is not required to qualify as a foreign corporation to do business in any jurisdiction in the United States. 3. The Agreements have been duly and validly authorized, executed and delivered by the Company and constitute valid and binding agreements of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity under section 2.9 of the Investor Rights Agreement may be limited by applicable laws and except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. 4. The Company's authorized capital stock consists of (a) _____ (_____) shares of Common Stock, $__________ par value, of which _____ (_____) shares are issued and outstanding, and (b) _____ (_____) shares of Preferred Stock, $__________ par value, of which _____ (_____) shares have been designated Series A Preferred Stock, without par value, of which (excluding the Shares to be issued at Closing) no shares are issued and outstanding. The outstanding shares of Common Stock and of Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable. The rights, preferences and privileges of the Series A Preferred Stock are as stated in the Certificate of Determination of Preferences of Series A Preferred Stock. The shares have been duly authorized, and upon issuance and delivery against payment therefor in accordance with the terms of the Agreement, the Shares will be validly issued, outstanding, fully paid and nonassessable. The Shares of Common Stock issuable upon conversion of the Shares have been duly authorized, and upon issuance and delivery against payment therefor in accordance with the terms of the Shares, will be validly issued, outstanding, fully paid and nonassessable. To the best of our knowledge, there are no options, warrants, conversion privileges, preemptive rights or other rights presently outstanding to purchase any of the authorized but unissued capital stock of the Company, other than the conversion privileges of the Series A Preferred Stock, rights created in connection with the transactions contemplated by the Agreements, _____ (______) shares reserved for issuance under the Company's _____ Stock Option Plan, and up to an additional _____ (_____) shares of Common Stock that are reserved for issuance to key employees and consultants of the Company. 5. The execution and delivery of the Agreements by the Company and the issuance of the Shares pursuant thereto do not violate any provision of the Company's Articles of Incorporation or Bylaws, and do not constitute a material default under the provisions of 1

any material agreement known to us to which the Company is a party or by which it is bound, and do not violate or contravene (a) any governmental statute, rule or regulation applicable to the Company or (b) any order, writ, judgment, injunction, decree, determination or award which has been entered against the Company and of which we are aware, the violation or contravention of which would materially and adversely affect the Company, its assets, financial condition or operations. 6. To the best of our knowledge, there is no action, proceeding or investigation pending or overtly threatened against the Company before any court or administrative agency that questions the validity of the Agreements or might result, either individually or in the aggregate, in any material adverse change in the assets, financial condition, or operations of the Company 7. All consents, approvals, authorizations, or orders of, and filings, registrations, and qualifications with any regulatory authority or governmental body in the United States required for the consummation by the Company of the transactions contemplated by the Agreements, have been made or obtained, except for the filing of a Form D pursuant to Securities and Exchange Commission Regulation D and (c) (other Blue Sky filings). 8. The offer and sale of the Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the timely filing of a Form D pursuant to Securities and Exchange Commission Regulation D. 2

Exhibit 10.63 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of September 1, 1997 by and between GENE LOGIC INC., a Delaware corporation (the "Company") and Victor M. Markowitz, a California resident ("Markowitz"). RECITAL: The Company desires to secure the services of Markowitz and Markowitz desires to perform such services for the Company on the terms and conditions as set forth in this Agreement. NOW, THEREFORE, in consideration of these premises and the mutual promises and conditions contained in this Agreement, the parties hereto hereby agree as follows: 1. Employment and Duties. Subject to the terms and conditions of this Agreement, the Company shall employ Markowitz as Vice President, GENE LOGIC Bioinformatics Systems and Markowitz hereby accepts such employment and such position. Markowitz shall devote his full time, ability, attention, knowledge and skill to performing all duties as Vice President, GENE LOGIC Bioinformatics Systems, as lawfully assigned or delegated to him by the Senior Vice President and Chief Scientific Officer of GENE LOGIC INC. Markowitz will report to the Senior Vice President and Chief Scientific Officer. 2. Base Salary. In consideration for Markowitz's services to the Company during the term of his employment under this Agreement, Markowitz shall receive an annual base salary of no less than $150,000. The annual base salary will be prorated for any partial year of employment on the basis of a 365-day fiscal year. Base salary shall be paid in equal, bi-weekly installments from which the Company shall withhold and deduct all applicable federal and state income, social security, disability and other taxes as required by applicable laws. 3. Incentive Stock Options. Upon commencement of the term of employment engaged by this Agreement, the Company shall grant to Markowitz incentive stock options to purchase 120,000 shares of the Company's common stock at a purchase price of $0.30 per share. These incentive stock options will be subject to vesting at a rate of 1/48th each month for 48 months. An additional 20,000 shares of any unvested incentive stock options held by Markowitz pursuant to this Subsection 3 shall automatically become vested when a registration statement for the sale of securities of the Company to the public becomes effective or upon any merger of the Company or sale of the Company or all or substantially all of its assets. 4. Additional Compensation and Benefits.

4.1 Upfront Bonus. Upon the execution of this Agreement, the Company shall pay to Markowitz a cash bonus in the amount of $25,000. 4.2 Annual Performance Bonus. During each calendar year while this Agreement remains in force, commencing September 1, 1998, Markowitz shall receive, in addition to the base salary specified in Section 2 above, a performance bonus based upon achievement of goals mutually agreed by Markowitz and the Senior Vice President and Chief Scientific Officer of the Company. The amount of such bonus for 1998 shall be $30,000 in cash; thereafter any annual bonus shall be in such amount determined by the Company. 4.3 Medical Benefits, Vacation and Sick Leave. Markowitz shall be entitled to participate in such medical, health and life insurance plans as the Company may from time to time implement, and to receive no less than twenty (20) days of paid vacation per year on the same basis as the Company's other senior executives. 4.4 Pension Plan. Markowitz shall be entitled to participate as a beneficiary under such pension plan(s) as the Company may from time to time adopt, on the same basis as the Company's other senior executives. 5. Confidentiality and Proprietary Inventions Agreement. As a condition of this Agreement, Markowitz shall enter into the Company's standard form of agreement relating to the treatment of the Company's confidential information and ownership of proprietary inventions a copy of which is attached as Exhibit A. 6. Term of Employment. Subject to the provisions of Section 7, the term of the employment engaged by this Agreement shall be a period of four (4) years commencing on September 1, 1997 and ending on August 31, 2001, whereupon the term shall automatically renew for successive one (1) year periods unless one of the parties to the Agreement shall have given notice of its intention to terminate the Agreement not later than ninety (90) days prior to the end of such initial term or any such renewal term. 7. Termination of Employment. 7.1 For Cause. The Company may terminate this Agreement, effective immediately upon written notice to Markowitz, if at any time, in the reasonable opinion of the Company's Board of Directors, (a) Markowitz commits any material act of dishonesty, fraud or embezzlement with respect to the Company or any subsidiary or affiliate thereof, (b) is convicted of a crime of moral turpitude, or (c) breaches any material obligation under this Agreement. The Company's total liability to Markowitz in the event of termination of Markowitz's employment under this Subsection 7.1 shall be limited to the payment of Markowitz's salary and benefits through the effective date of termination. 7.2 Without Cause. The Company may terminate this Agreement without cause upon thirty (30) days' written notice to Markowitz. Upon any termination

of this Agreement without cause by the Company, the Company shall pay to Markowitz as severance pay in one lump sum an amount equal to three (3) months of his then current salary in addition to such other compensation to which Markowitz may be entitled prior to the date of termination. 7.3 By Markowitz. Markowitz reserves the right to terminate this employment hereunder for any reason upon thirty (30) days' written notice to the Company. The Company's total liability to Markowitz in the event of termination of Markowitz's employment under this Subsection 7.3 shall be limited to the payment of Markowitz's salary and benefits through the effective date of termination and the provisions of Subsection 7.2 shall not apply. 8. Miscellaneous. 8.1 Modification. Any modification of this Agreement shall be effective only if reduced to writing and signed by the parties to be bound thereby. 8.2 Entire Agreement. This Agreement including Exhibit A constitutes the entire agreement between the Company and Markowitz pertaining to the subject matter hereof and supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection with the subject matter hereof. 8.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way. 8.4 Waiver. The parties hereto shall not be deemed to have waived any of their respective rights under this Agreement unless the waiver is in writing and signed by the waiving party. No delay in exercising any right shall be a waiver of such right nor shall a waiver of any right on one occasion operate as a waiver of such right on a future occasion. 8.5 Costs of Enforcement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, each party shall initially bear its own costs and legal fees associated with such action or proceeding. The prevailing party in any such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. 8.6 Notices. All notices provided for herein shall be in writing and delivered 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. 10150 Old Columbia Road Columbia, MD 20146 Victor Markowitz 1016 Curtis Street Albany, CA 94706

To Markowitz:

or to such other addresses as either of such parties may from time to time designate in writing. Any notice given under this Agreement shall be deemed to have been given on the date of actual receipt, or, if not received during normal business hours, on the next business day. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers or agents as of the date first written above.
"Company" GENE LOGIC INC. a Delaware corporation By:/s/ Keith O. Ellison ----------------------------Keith O. Elliston Senior Vice President and Chief Scientific Officer By: /s/ Victor M. Markowitz -----------------------------Victor M. Markowitz "Employee"

GENE LOGIC INC. MARCH 31, 2000 EXHIBIT 11.1

Statement Re: Computation of Per Share Loss (In thousands, except per share amounts)

Three Months Ended March 31, --------------------------------------------------2000 1999 -------------------------------------------BASIC AND DILUTED: Weighted average common shares outstanding Net loss 23,498 $ (4,984) ========================= $ (0.21) ========================= 19,710 $ (4,949) ==================== $ (0.25) ====================

Net loss per common share

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

3 MOS DEC 31 2000 JAN 01 2000 MAR 31 2000 257,496 0 5,396 0 1,388 266,565 16,851 6,376 287,567 15,661 2,618 0 0 254 268,450 287,567 0 4,998 0 11,858 (1,976) 0 0 (4,884) 100 (4,984) 0 0 0 (4,984) (0.21) (0.21)