a5964878ex10_110.htm


    Exhibit
10.110

     

    Professional
Services Agreement

     

    This
Professional Services Agreement (“Agreement”)
is entered into by Ore
Pharmaceuticals Inc. (“Ore”) and
Philip L. Rohrer, Jr.,
(“Consultant”).

     

    The
parties hereto agree as follows:

     

    1.           Term of
Agreement.  This agreement will begin on April 1, 2009 and
shall terminate on March 31, 2010.

     

    2.           Scope of
Work.  Consultant will perform the following tasks and services
(collectively the “Services”). 


     

    
      	
              · 
        

            	
              Develop
      and provide the Chief Executive Officer (“CEO”) with perspectives on the
      finance, tax and accounting implications of various corporate
      restructuring and financing
alternatives.

            


    

     

    
      	
              · 
        

            	
              Assist
      the CEO in hiring a suitable replacement Chief Financial Officer (“CFO”)
      to be based in Cambridge
Massachusetts.

            


    

     

    
      	
              · 
        

            	
              Assist
      the CEO in evaluating acquisition or divestiture
  options.

            


    

     

    
      	
              · 
        

            	
              Review
      and assist in preparing public filings as
  required.

            


    

     

    
      	
              · 
        

            	
              Develop
      various forecasts and budgets as requested by the
  CEO.

            


    

     

    
      	
              · 
        

            	
              Assist
      the CEO in researching and managing various equity grant
      strategies.

            


    

     

    
      	
              · 
        

            	
              Provide
      the CEO with general business advice and consultation as
      required.

            


    

     

    
      	
              · 
        

            	
              Provide
      transition services as needed.

            


    

     

    
      	
              · 
        

            	
              Other
      tasks and projects as are mutually agreeable by the Consultant and the
      CEO.

            


    

     

    Any
request must be in writing or e-mail and specify the projects being
requested.  Either party may suspend performance of the Services in
whole or to specific projects upon written notice to the other, provided that
Ore shall pay Consultant for all work performed through the date that notice of
any such suspension is received by the recipient.  Consultant will
perform Services only as requested by Ore’s CEO.

     

    3.           Compensation.  Ore
shall compensate Consultant for the performance of the Services as
follows:

     

    
      	
              · 
        

            	
              Nothing
      herein is intended to agree to use any specific number of hours or days of
      Services,

            


    

     

    
      	
              · 
        

            	
              Ore
      shall pay Consultant for documented and invoiced Services performed
      hereunder at an hourly rate of $250 per hour for
      Services provided at Ore’s offices in
Maryland.

            


    

     

    
      	
              · 
        

            	
              Ore
      shall pay Consultant $2,000 for each day or part of day when Consultant
      provides Services in person at Ore’s request at any site other than Ore’s
      offices in Maryland or at his home.

            


    

     

    
      	
              · 
        

            	
              At
      such time as Ore’s equity plans allow for such grant and subject to
      approval by the Board of Directors, Ore will issue an option grant of a
      mutually acceptable quantity of shares with a mutually agreeable vesting
      schedule and with an exercise period for vested options post termination
      equal to at least 24 months.

            


    

     

    
      	
              · 
        

            	
              Reasonable
      expenses, with itemized receipts, incurred by Consultant in performance of
      the Services will be reimbursed. Consultant is familiar with Ore’s
      policies on reasonable travel and other business expenses and will comply
      with such policies.

            


    

     

    
      
        	
                · 
        

              	
                
                  Consultant
      shall maintain a record of hours worked, Services performed and expenses
      incurred and shall submit such record to Ore monthly. Ore shall make
      payment for all Services to Consultant within thirty (30) days from Ore’s
      receipt of invoice.

                

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                ·  
       

              	
                
                  Ore
      will make available an office and computer facilities for use by
      Consultant when Consultant is at Ore’s offices. With prior approval by the
      CEO, Ore will also provide at its expense any other office equipment,
      telecommunication capabilities or other resources that Consultant may need
      to provide the Services. Ore will maintain consultant’s access to e-mail
      and office telephone service during the period consultant provides the
      Services.

                

              


      

       

    

    4.           Manner of
Performance.  Consultant will perform such Services in an
efficient manner with diligence and care.  EXCEPT WITH RESPECT TO THE
PARTIES’ OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

    All work
requiring interaction with Ore staff shall be scheduled to occur during normal
working hours or at other mutually convenient and acceptable times.

     

    5.           Independent
Contractor.  Consultant is an independent contractor, and
nothing in this agreement or otherwise shall be deemed to confer upon Consultant
the status of full-time or part-time employee or agent of
Ore.  Nothing in this Agreement shall authorize or empower Consultant
to obligate Ore in any way.  The relationship created by this
Agreement is non-exclusive and Ore shall be free to acquire services similar to
the Services from alternative sources without obligation to
Consultant.

     

    6.           Conflicts of
Interest.  During the term of this Agreement, Consultant agrees
not to provide services similar to the Services provided hereunder for any
competitor of Ore.

     

    7.           Confidentiality.  Consultant
previously entered into a Proprietary Information and Inventions Agreement with
Ore and hereby agrees that Sections 1, 2, 7 and 8 of said Proprietary
Information and Inventions Agreement shall continue in effect during the term of
this Agreement, including any extensions or renewals of this Agreement, and
shall apply to additional information that, during the course of performing
Services under this Agreement, Consultant may learn of and that Ore regards as
confidential or proprietary.

     

    At the
termination of this Agreement, upon request, Consultant will return to Ore all
documents, provided to Consultant related to the Services contemplated
herein.

     

    8.           Work Product.  All
work product generated by Consultant pursuant to the Services shall be deemed,
to the maximum extent permitted by applicable law, a “work for hire” and, to the
extent it does not qualify as a “work for hire”, Consultant hereby assigns all
right, title and interest to the work product to
Ore.    Such work product shall be the sole and exclusive
property of Ore, and Ore shall have the unilateral and unrestricted right to use
or permit others to use such work product in any way.  Consultant
shall perform all lawful acts requested by Ore to: (a) perfect Ore’s title to
such work product, including the execution of any assignments; and (b) enable
Ore or its nominee to obtain and maintain patent, copyright, trademark, trade
secret, or other legal protection of such work product anywhere in the world.
Notwithstanding the above, the wording of legal documents, accounting work
papers and spreadsheets, forms and memoranda shall not be deemed works for hire
if used by Consultant as forms in a different context not related to Ore and
with no reference to Ore or proprietary information of Ore in any such
document.

     

    9.           Termination.  Notwithstanding
the specified term of this Agreement, either of Consultant or Ore may terminate
this Agreement without cause by giving the other party fifteen (15) business
days prior written notice.  In addition, either party may terminate
this Agreement effective the day of notice by giving the other party written
notice of termination if the other party materially breaches any obligations
under the Agreement.  Ore may terminate this Agreement effective the
day of notice by giving Consultant written notice of termination if Consultant
fails to provide the standard of performance of Services that substantially
meets Ore’s reasonable expectations.  The provisions set forth in
Section 7 (Confidentiality), and Section 8 (Work Product), as well as any other
provision of this Agreement that reasonably may be expected to survive, shall
survive the expiration or termination of this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    10.           Responsibility for Work, Limitation
of Liability and Indemnification.  Consultant previously
entered into an Indemnity Agreement with Ore  The parties agree said
Indemnification Agreement shall continue in effect during the term of this
Agreement, including any extensions or renewals of this Agreement, and shall
apply to the performance of Services by Consultant under this Agreement to the
same extent as if Consultant had remained an employee of
Ore.  Notwithstanding the previous, any documents prepared or other
Services provided by Consultant are advisory drafts, recommendations or
suggestions only.  Ore shall determine whether to accept such drafts,
recommendations and suggestions or to modify or reject them and shall be
responsible for any and all consequences thereof.  Therefore, Ore
agrees that Consultant shall not have any liability to Ore or anyone claiming
by, through or for Ore with respect to the Services or anything resulting from
the Services, except to the extent it is finally judicially determined to have
resulted from Consultant’s intentional wrongdoing.  Ore further hereby
agrees to indemnify and hold harmless Consultant from and against any claim,
action, suit, proceedings (including those of shareholders), loss, cost, damage
or expense resulting from claims, action suit or proceeding by any third
parties, including stockholders, with regard to the Services or anything
resulting from the Services, and to advance legal fees and expenses necessary to
defend against such claims if any such claims are made. Ore agrees that it will
not, without Consultant’s prior written consent, settle, compromise or consent
to entry of any judgment in any matter for which Consultant may seek
indemnification.  Ore acknowledges that the fees charged hereunder
would have been higher and the Services provided would have been more limited
had Ore not agreed to this provision and that this provision is therefore
reasonable.

     

    11.           General.

     

    
      	
              ·  
       

            	
              Consultant
      may not assign, transfer, or delegate any of his rights or obligations
      under this Agreement.

            


    

     

    
      	
              · 
        

            	
              This
      Agreement
      shall be governed by and construed in accordance with the laws of the
      State of Maryland, without reference to any conflict of laws
      principles.

            


    

     

    
      	
              ·  
       

            	
              If
      any term of this Agreement
      is found to be unenforceable in any jurisdiction, then such term shall be
      enforced to the maximum extent permitted by law, rather than voided, and
      the remaining terms of this Agreement
      shall remain in full force and
effect.

            


    

     

    
      	
              · 
        

            	
              This
      Agreement
      and all Exhibits and other documents incorporated herein shall constitute
      the complete, final, and exclusive statement of the terms of the agreement
      between Consultant and Ore regarding the subject matter hereof, and shall
      supersede all prior or contemporaneous representations, understandings,
      and communications relating
thereto.

            


    

     

    Consultant
has read this Agreement
carefully and understands and accepts the obligations that it imposes on
Consultant without reservation.  No promises or representations have
been made to induce Consultant to sign this Agreement.  Consultant
signs this Agreement
voluntarily and freely.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS
WHEREOF, the undersigned as authorized representatives of the parties have
caused this Agreement
to be executed on the dates set forth below.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Ore
      Pharmaceuticals Inc.

                                                          	 
      	
                                                            Philip
      L. Rohrer, Jr.

                                                          
	 
      	 
      	 
      
	
                                                            /s/ Mark J. Gabrielson

                                                          	 
      	
                                                            /s/ Philip L. Rohrer,
Jr.

                                                          
	
                                                            Signature

                                                          	 
      	
                                                            Signature

                                                          
	
                                                            Mark J. Gabrielson

                                                          	 
      	
                                                            March 25, 2009

                                                          
	
                                                            Printed
      Name

                                                          	 
      	
                                                            Date

                                                          
	
                                                            Chief Executive Officer

                                                          	 
      	 
      
	
                                                            Title

                                                          	 
      	 
      


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
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