Exhibit 10.105
    

    

    

    
      Ore Pharmaceuticals Inc.
610 Professional Drive, Suite 101
Gaithersburg,
      Maryland 20879

    

    

    

    

    

    
      February 26, 2009
    

    

    

    
      Mr. Mark J. Gabrielson
343 Commercial Street, # 403
Boston,
      MA  02109

    

    

    

    
      RE:       Offer of Employment – Chief Executive Officer of Ore
      Pharmaceuticals Inc.
    

    

    

    
      Dear Mark:
    

    

    

    
      It is with pleasure that I offer you the position of Chief Executive
      Officer (“CEO”) of Ore Pharmaceuticals Inc. (the “Company”).  This
      letter defines your role and the key terms and conditions of your
      employment.
    

    

    

    
      Effective Date
    

    

    

    
      Your appointment as CEO is effective as of March 2, 2009 (the
      “Employment Date”).
    

    

    

    
      Employment as CEO
    

    

    

    
      The Company will employ you as the Chief Executive Officer (“CEO”) of
      the Company.  In your capacity as CEO, you shall perform such executive
      and management duties and assume such other responsibilities as may be
      assigned to you from time to time by the Board of Directors and that are
      appropriate to your role as CEO.
    

    

    

    
      Reporting Relationships
    

    

    

    
      You will report to the Board of Directors.  All Company employees will
      directly or indirectly report to you.
    

    

    

    
      Conditions for Your Employment
    

    

    

    
      You accept employment as CEO of the Company and will perform your duties
      faithfully and to the best of your abilities.  You shall devote your
      full working time and creative energies to the performance of your
      duties hereunder and you will at all times devote such time and efforts
      as are reasonably required to fulfill the significant responsibilities
      entrusted to you.
    

    
      
        

        

      

      
        
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      You will immediately terminate all work not related to the Company and
      its operations and you will not undertake any work or serve as an
      officer, Director, employee or advisor of any other entity not related
      to the Company, without the prior approval of the Board of Directors.
    

    

    

    
      The Board understands that you currently serve on the Board of Directors
      of Pulmatrix Inc. and that that obligation will continue, provided that
      this obligation does not materially interfere with your performance of
      your duties as CEO of the Company.
    

    

    

    
      Prior to your Employment Date, you agree to enter into the Company’s
      standard confidentiality and intellectual property agreement(s) and into
      a non-compete and non-solicitation agreement which would survive the
      termination of this agreement for an appropriate period.
    

    

    

    
      The Chairman will consult with you over the next 90 days regarding the
      composition of the Board of Directors of the Company.
    

    

    

    
      Compensation 
    

    

    

    
      Salary:  Your initial base salary shall be paid at the rate of
      $200,000 per annum, subject to such deductions as are required by tax
      and other applicable laws, and such other deductions as are authorized
      by you.  Your salary rate shall immediately be increased to $300,000 per
      annum (the “Adjustment”) in the event that the Company, directly, or
      indirectly through an entity in which the Company retains a significant
      economic interest (as determined in the opinion of the Board of
      Directors of the Company), consummates one or more related debt or
      equity capital raising transactions as a result of which the Company or
      such related entity shall have received at least $10 million in net
      working capital proceeds (a “Financing”).  If the net working capital
      proceeds from the Financing are greater than $10 million, the base
      salary Adjustment shall equal $300,000 plus $10,000 per annum for each
      $1 million raised in excess of $10 million up to a maximum of $400,000
      per annum.  
    

    

    

    
      In addition to the foregoing Adjustment, your compensation shall be
      subject to annual review by the Board and may be modified from time to
      time based on performance and the compensation policies of the Company
      in effect from time to time.  
    

    

    

    
      Special Incentive Stock Award:
    

    

    

    
      The Board of Directors has approved the granting to you of an option to
      purchase 500,000 shares of Common Stock of the Company under the terms
      and conditions of the Company’s 1997 Equity Incentive Plan (the “Plan”)
      and the option agreement and subject to the following further terms and
      conditions.  The option will be granted to you on your Employment Date
      or, if no closing sale price for ORXE Common Stock is reported on
      February 27, 2009, on the first business day thereafter for which a
      closing sale price has been reported on the immediately preceding
      business day.  The exercise price of the option will be the Fair Market
      Value on the grant date, as provided for in the plan (the “Option”).
    

    
      
        

        

      

      
        
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      This option will become exercisable as follows:
    

    	
        300,000 option shares will vest in equal monthly increments over the
        two years immediately following your Employment Date;
      
	
        200,000 option shares will vest upon consummation of a Financing,
        provided that such Financing occurs within two years of your
        Employment Date.
      
	
        The option shall immediately become exercisable immediately in full in
        the event of a Change of Control. A Change of Control, for this
        purpose shall mean the occurrence of one or more of the following
        events: (1) a sale of all or substantially all of the assets of the
        Company to an unrelated third party (excluding, for example, a
        transfer of compounds or other related assets in connection with a
        financing plan); (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 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
        in a single transaction or series of related transactions by any
        person, entity or group of persons or entities (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.
      


    
      The option will have a 10-year term.  The stock option will be an
      incentive stock option under Section 422 of the Internal Revenue Code of
      1986, as amended, (“Code”) to the maximum extent permitted by the law
      and the Plan; any remaining portion of the stock option will be treated
      as a Non-Statutory Stock Option.
    

    

    

    
      Special Incentive Cash Bonus:
    

    

    

    
      If, at any time during the two years following your Employment Date, the
      Company consummates (i) a Financing or (ii) any subsequent financing in
      which the Company, directly, or indirectly through a related entity in
      which the Company retains a significant economic interest, consummates
      one or more related transactions in which the Company or such affiliate
      receives net working capital proceeds, you will be paid a bonus.  Such
      bonus shall be paid in cash immediately following the Company’s or its
      related entity’s receipt of the net working capital proceeds of such
      Financing or financing.  Such bonus shall be in an amount equal to one
      half of one percent of such net working capital proceeds.
    

    
      
        

        

      

      
        
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      Benefits:  As of your Employment Date you shall participate fully
      in all standard Company executive compensation and benefit programs as
      in effect from time to time, including but not limited to incentive
      stock option grants and performance cash incentive plans to the extent
      determined by the Compensation Committee, and family health insurance,
      retirement plans, vacation, etc.  You understand that it is the
      intention of the Board of Directors that the Company’s current Executive
      Severance Plan be terminated as to any future participants and you
      hereby waive any rights under that Plan that you otherwise would have as
      a result of your being employed by the Company prior to the formal
      termination of the Plan.
    

    

    

    
      At Will Employment:  You understand and agree that this letter
      agreement and documents specifically referenced herein constitute the
      entire agreement of employment between you and the Company.  Under this
      letter you are an “at will” employee, and serve in your role at the
      pleasure of the Board.  As such you understand that your employment can
      be terminated at any time with or without cause.  In the event that your
      employment with the Company is terminated, you will immediately offer to
      the Board of Directors your resignation from any other positions with
      the Company and/or its affiliates, including as a member of the Board of
      Directors.
    

    

    

    
      We look forward to your leadership.
    

    

    

    
      Sincerely;
    

    

    

    
      /s/ J. Stark Thompson
J. Stark Thompson
Chairman of the
      Board
Ore Pharmaceuticals Inc.

    

    

    

    
      Accepted and Agreed:
    

    

    

    
      /s/ Mark J. Gabrielson  Date: February 26, 2009
Mark
      J. Gabrielson

    

    
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