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Biotech / Medical : GLGC Gene Logic -- Ignore unavailable to you. Want to Upgrade?


To: Mike McFarland who wrote (351)11/10/2007 11:59:29 AM
From: Mike McFarland  Read Replies (1) | Respond to of 360
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 10, 2007

TO THE STOCKHOLDERS OF GENE LOGIC INC.:

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of GENE LOGIC INC., a Delaware corporation (the “Company”), will be held on Monday, December 10, 2007 at 3:00 p.m. Eastern Time at the Company’s offices located at 50 West Watkins Mill Road, Gaithersburg, Maryland 20878, for the following purposes:

1. To consider and vote upon a proposal to ratify and approve the sale by us of the assets of our Genomics Business associated with our business of developing, operating and licensing databases of genomic data and related software and providing genomic and genetic data generation and analysis services and other related services (the “Genomics Assets”), which may be deemed to constitute a sale of substantially all of our assets, to Ocimum Biosolutions, Inc. (“Ocimum”), a Delaware corporation that is a subsidiary of Ocimum Biosolutions (India) Limited (“Ocimum India”), or its affiliate substantially upon the terms set forth in an asset purchase agreement dated as of October 14, 2007 by and between us, Ocimum and Ocimum India (the “Asset Purchase Agreement”);

2. In the event, among others, that the Asset Purchase Agreement terminates for any reason, to consider and vote upon a proposal to approve the sale by of all or substantially all of the Genomics Business assets to one or more third parties other than Ocimum on or before June 30, 2008 at a price not less than $6,000,000 and on such terms and conditions as the Board of Directors may approve;

3. To consider and vote upon a proposal to approve an amendment of the Amended and Restated Certificate of Incorporation of the Company to change the Company’s name to Ore Pharmaceuticals Inc.; and

4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
(snip)

sec.gov:80/Archives/edgar/data/1043914/000115752307010742/a5536024.htm

Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date.