<PAGE> 1
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.800(b)(4), 200.83
and 240.24b-2
EXHIBIT 10.64
FIRST AMENDMENT TO THE
GENOMIC DATABASE COLLABORATION AND LICENSE AGREEMENT
Dear Mr. Gessler:
This letter will serve as an amendment to the Genomic Database
Collaboration and License Agreement ("Agreement"), dated December 30, 1998,
between Procter & Gamble Pharmaceuticals Inc. ("P&GP") and Gene Logic Inc.
("Gene Logic"). Except as modified below, all terms and conditions of the
Agreement are incorporated into and made part of this amendment as though
expressly set forth herein.
The Parties desire to amend the Agreement to specify the Consumer Price
Index ("CPI") that will be utilized to adjust the annual rate of payment for
each Scientific FTE. Accordingly, the Parties agree to amend the Paragraph 8.3
of the Agreement as follows (where bold text constitutes modified language):
8.3 Research Support.
(a) During the Research Term, P&GP shall provide Gene
Logic with financial support for the Research
Programs for Gene Logic's Scientific FTEs at a rate
of [***] per Scientific FTE. The Scientific FTE
payment rate payable pursuant to this Section 8.3(a)
shall be reevaluated annually on each anniversary of
the Effective Date and adjusted in proportion to the
percentage increase for the 12-month period ending in
November of that year in the Consumer Price Index of
all urban consumers as provided by the U.S. Bureau of
Labor Statistics. THE CONSUMER PRICE INDEX USED WILL
BE THAT FOR THE WASHINGTON-BALTIMORE, DC-MD-VA-WV
AREA, UNLESS MODIFIED BY THE U.S. BUREAU OF LABOR
STATISTICS. The number of Scientific FTEs for each
year of the Research Term will be set forth in the
applicable Research Plan; provided that such research
funding shall not support fewer than the number of
Scientific FTEs specified in Section 2.2 in any one
year period during the Research Term or at such lower
level as the parties may mutually agree taking into
account the work to be accomplished pursuant to the
Research Plans.
*** CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 2
If you approve of the above amendment, please indicate your acceptance
by signing and dating where indicated below, and returning a signed original to
P&GP. The other signed original should be retained for your files.
<TABLE>
<S> <C>
ACCEPTED: ACCEPTED:
GENE LOGIC INCORPORATED PROCTER & GAMBLE PHARMACEUTICALS, INC.
By /s/ Mark D. Gessler By /s/ Bruce L. Byrnes
----------------------------------------- ---------------------------------------
Mark D. Gessler Bruce L. Byrnes
President and Chief Executive Officer President, Global Health Care and
Corporate New Ventures
The Procter & Gamble Company
Date February 1, 2000 Date January 28, 2000
--------------------------------------- -------------------------------------
</TABLE>
