-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ACgmcHTzv8eq6/8VAer0l5FafmiayFinZu6ZoWT2sjssCnw/qpNfe7PNFAMdA3yH xcmqPQ529Es5SZpbmKpS4A== 0001047469-98-006639.txt : 19980218 0001047469-98-006639.hdr.sgml : 19980218 ACCESSION NUMBER: 0001047469-98-006639 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NONE GROUP MEMBERS: ALAN G. WALTON GROUP MEMBERS: CORNELIUS T. RYAN GROUP MEMBERS: EDMUND M. OLIVIER GROUP MEMBERS: OBP MANAGEMENT (BERMUDA) L.P. GROUP MEMBERS: OBP MANAGEMENT L.P. GROUP MEMBERS: OXFORD BIOSCIENCE PARTNERS (ADJUNCT) L.P. GROUP MEMBERS: OXFORD BIOSCIENCE PARTNERS (BERMUDA) L.P. GROUP MEMBERS: OXFORD BIOSCIENCE PARTNERS L.P. GROUP MEMBERS: OXFORD BIOSCIENCE PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENE LOGIC INC CENTRAL INDEX KEY: 0001043914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061411336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53373 FILM NUMBER: 98543234 BUSINESS ADDRESS: STREET 1: 10150 OLD COLUMBIA RD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103093100 MAIL ADDRESS: STREET 1: 10150 OLD COLUMBIA RD CITY: COLUMBIA STATE: MD ZIP: 21046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD BIOSCIENCE PARTNERS LP CENTRAL INDEX KEY: 0000938806 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061346307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 315 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033413300 MAIL ADDRESS: STREET 1: 315 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. __)(1) GENE LOGIC INC. (Name of Issuer) Common Stock (Title of Class of Securities) 368689 10 5 (CUSIP Number) (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 1 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OXFORD BIOSCIENCE MANAGEMENT PARTNERS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 2 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 2 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OXFORD BIOSCIENCE PARTNERS L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 3 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 3 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OXFORD BIOSCIENCE PARTNERS (BERMUDA) LIMITED PARTNERSHIP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 4 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 4 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OXFORD BIOSCIENCE PARTNERS (ADJUNCT) L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 5 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 5 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OBP MANAGEMENT L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 6 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 6 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OBP MANAGEMENT (BERMUDA) L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA LIMITED PARTNERSHIP 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* PN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 7 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 7 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ALAN G. WALTON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5 SOLE VOTING POWER 7,500 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 7,500 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,567,853(1)(2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* IN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 (2) INCLUDES OPTIONS TO PURCHASE 7,500 SHARES OF COMMON STOCK VESTED AND EXERCISABLE WITHIN 60 DAYS OF DECEMBER 31, 1997 Page 8 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 8 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CORNELIUS T. RYAN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* IN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 9 of 17 pages CUSIP NO. 368689 10 5 13G PAGE 9 OF 9 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EDMUND M. OLIVIER 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5 SOLE VOTING POWER 0 SHARES NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,560,353 SHARES OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 SHARES 8 SHARED DISPOSITIVE POWER 1,560,353 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,353(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON* IN (1) INCLUDES WARRANTS TO PURCHASE 50,000 SHARES OF COMMON STOCK AS OF DECEMBER 31, 1997 Page 10 of 17 pages NOTE: THIS SCHEDULE 13G IS BEING FILED ON BEHALF OF (i) OXFORD BIOSCIENCE MANAGEMENT PARTNERS; (ii) OXFORD BIOSCIENCE PARTNERS L.P.; (iii) OXFORD BIOSCIENCE PARTNERS (BERMUDA) L.P.; (iv) OXFORD BIOSCIENCE PARTNERS (ADJUNCT) L.P.; (v) OBP MANAGEMENT L.P.; (vi) OBP MANAGEMENT (BERMUDA) L.P.; (vii) ALAN G. WALTON; (viii) CORNELIUS T. RYAN; AND (ix) EDMUND M. OLIVIER. ITEM 1(a). Name of Issuer: GENE LOGIC INC. ITEM 1(b). Address of Issuer's Principal Executive Offices: 10150 Old Columbia Road Columbia, Maryland 21046
ITEM 2(a). ITEM 2(b). ITEM 2(c). - ---------------------------------- ---------------------- -------------- NAME OF PERSON FILING ADDRESS CITIZENSHIP - ---------------------------------- ---------------------- -------------- Oxford Bioscience Management Oxford Bioscience Delaware Partners ("OBMP") Partners 315 Post Road West Westport, CT 06880 Oxford Bioscience Partners L.P. Oxford Bioscience Delaware ("OBP") Partners 315 Post Road West Westport, CT 06880 Oxford Bioscience Partners Richmond House Bermuda (Bermuda) Limited Partnership Par-la-Ville Road ("OBP Bermuda") Hamilton, Bermuda Oxford Bioscience Partners Oxford Bioscience Delaware (Adjunct) L.P. ("OBP Adjunct") Partners 315 Post Road West Westport, CT 06880 OBP Management L.P. ("OBP Oxford Bioscience Delaware Management"), the general partner Partners of OBP and OBP Adjunct 315 Post Road West Westport, CT 06880 OBP Management (Bermuda) L.P. ("OBP Richmond House Bermuda Management Bermuda"), the general Par-la-Ville Road partner of OBP Bermuda Hamilton, Bermuda Alan G. Walton, a general partner Oxford Bioscience United States of OBMP, OBP Management and OBP Partners Management Bermuda 315 Post Road West Westport, CT 06880 Cornelius T. Ryan, a general Oxford Bioscience United States partner of OBMP, OBP Management and Partners OBP Management Bermuda 315 Post Road West Westport, CT 06880 Edmund M. Olivier, a general Oxford Bioscience United States partner of OBMP, OBP Management and Partners OBP Management Bermuda 315 Post Road West Westport, CT 06880
Page 11 of 17 pages ITEM 2(d). Title of Class of Securities: Common Stock, $0.01 par value ITEM 2(e). CUSIP Number: 368689 10 5 ITEM 3. NOT APPLICABLE. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: As of December 31, 1997, each of the following is the owner of record of the number of shares of Common Stock set forth next to his, her or its name: OBMP: 100,000 shares OBP 995,282 shares OBP Bermuda 276,119 shares OBP Adjunct 138,952 shares OBP Management 0 shares OBP Management Bermuda 0 shares Mr. Walton 0 shares Mr. Ryan 0 shares Mr. Olivier 0 shares
By virtue of their relationship as affiliated limited partnerships, whose sole general partners share individual general partners, OBMP, OBP, OBP Bermuda and OBP Adjunct may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock that each partnership owns of record. Hence, OBMP, OBP, OBP Bermuda and OBP Adjunct may be deemed to own beneficially an aggregate of 1,510,353 shares of Common Stock. Also, OBP and OBP Bermuda own presently exercisable warrants to purchase 39,141 shares and 10,859 shares of Common Stock, respectively. Therefore, OBMP, OBP, OBP Bermuda and OBP Adjunct may be deemed to own beneficially an additional 50,000 shares of Common Stock. Messrs. Walton, Ryan and Olivier are general partners of OBMP, OBP Management (the general partner of OBP and OBP Adjunct) and OBP Management Bermuda (the general partner of OBP Bermuda). Therefore, each of Messrs. Walton, Ryan and Olivier may be deemed to own beneficially the shares held by each of OBMP, OBP, OBP Bermuda and OBP Adjunct. In addition, Mr. Walton owns options to purchase 30,000 shares of Common Stock of which 7,500 are vested and exercisable within 60 days of December 31, 1997. Therefore, Mr. Walton may deemed to own beneficially an additional 7,500 shares of Common Stock. (b) Percent of Class: OBMP: 11.2% OBP 11.2% OBP Bermuda 11.2% OBP Adjunct 11.2% OBP Management 11.2% OBP Management Bermuda 11.2% Mr. Walton 11.2% Mr. Ryan 11.2% Mr. Olivier 11.2%
The foregoing percentages are calculated based on the 13,899,250 shares of Common Stock reported to be outstanding as of December 31, 1997 by ChaseMellon Shareholder Services, the transfer agent of GENE LOGIC INC. Page 12 of 17 pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: OBMP 0 shares OBP 0 shares OBP Bermuda 0 shares OBP Adjunct 0 shares OBP Management 0 shares OBP Management Bermuda 0 shares Mr. Walton 7,500 shares Mr. Ryan 0 shares Mr. Olivier 0 shares
(ii) shared power to vote or to direct the vote: OBMP 1,560,353 shares OBP 1,560,353 shares OBP Bermuda 1,560,353 shares OBP Adjunct 1,560,353 shares OBP Management 1,560,353 shares OBP Management Bermuda 1,560,353 shares Mr. Walton 1,560,353 shares Mr. Ryan 1,560,353 shares Mr. Olivier 1,560,353 shares
(iii) sole power to dispose or to direct the disposition of: OBMP 0 shares OBP 0 shares OBP Bermuda 0 shares OBP Adjunct 0 shares OBP Management 0 shares OBP Management Bermuda 0 shares Mr. Walton 7,500 shares Mr. Ryan 0 shares Mr. Olivier 0 shares
(iv) shared power to dispose or to direct the disposition of: OBMP 1,560,353 shares OBP 1,560,353 shares OBP Bermuda 1,560,353 shares OBP Adjunct 1,560,353 shares OBP Management 1,560,353 shares OBP Management Bermuda 1,560,353 shares Mr. Walton 1,560,353 shares Mr. Ryan 1,560,353 shares Mr. Olivier 1,560,353 shares
Each of OBMP, OBP, OBP Bermuda, OBP Adjunct, OBP Management, OBP Management Bermuda, Mr. Walton, Mr. Ryan and Mr. Olivier expressly disclaims beneficial ownership of any shares of Common Stock of GENE LOGIC INC., except any shares held directly of record. Page 13 of 17 pages ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. OBMP, OBP, OBP Bermuda, OBP Adjunct, OBP Management, OBP Management Bermuda, Mr. Walton, Mr. Ryan and Mr. Olivier expressly disclaim membership in a "group" as defined in Rule 13d-1(b)(ii)(H). ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b). Attached as Exhibit 1 hereto is a Joint Filing Agreement executed by each of the filing persons pursuant to Rule 13d-1(f) under Section 13(d) of the Act. SIGNATURE After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1 hereto. Dated: February 17, 1998 OXFORD BIOSCIENCE MANAGEMENT PARTNERS By: /s/ ALAN G. WALTON ------------------------------------ General Partner OXFORD BIOSCIENCE PARTNERS L.P. By: OBP Management L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner Page 14 of 17 pages OXFORD BIOSCIENCE PARTNERS (BERMUDA) LIMITED PARTNERSHIP By: OBP Management (Bermuda) L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner OXFORD BIOSCIENCE PARTNERS (ADJUNCT) L.P. By: OBP Management L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner OBP MANAGEMENT L.P. By: /s/ ALAN G. WALTON ------------------------------------ General Partner OBP MANAGEMENT (BERMUDA) L.P. By: /s/ ALAN G. WALTON ------------------------------------ General Partner /s/ ALAN G. WALTON ------------------------------------ Alan G. Walton /s/ CORNELIUS T. RYAN ------------------------------------ Cornelius T. Ryan /s/ EDMUND M. OLIVIER ------------------------------------ Edmund M. Olivier Page 15 of 17 pages EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 EXHIBIT 1 AGREEMENT Pursuant to Rule 13-d1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of GENE LOGIC INC. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. EXECUTED this 17 day of February, 1998. OXFORD BIOSCIENCE MANAGEMENT PARTNERS By: /s/ ALAN G. WALTON ------------------------------------ General Partner OXFORD BIOSCIENCE PARTNERS L.P. By: OBP Management L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner OXFORD BIOSCIENCE PARTNERS (BERMUDA) LIMITED PARTNERSHIP By: OBP Management (Bermuda) L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner OXFORD BIOSCIENCE PARTNERS (ADJUNCT) L.P. By: OBP Management L.P., its general partner By: /s/ ALAN G. WALTON ------------------------------------ General Partner Page 16 of 17 pages OBP MANAGEMENT L.P. By: /s/ ALAN G. WALTON ------------------------------------ General Partner OBP MANAGEMENT (BERMUDA) L.P. By: /s/ ALAN G. WALTON ------------------------------------ General Partner /s/ ALAN G. WALTON ------------------------------------ Alan G. Walton /s/ CORNELIUS T. RYAN ------------------------------------ Cornelius T. Ryan /s/ EDMUND M. OLIVIER ------------------------------------ Edmund M. Olivier Page 17 of 17 pages -----END PRIVACY-ENHANCED MESSAGE-----