a6099028ex10_118.htm


     

    Exhibit
10.118

     

    CONSULTING
AGREEMENT

    


    This  Agreement
("Agreement"), effective as of July 23,  2009 is entered into by and
between Ore Pharmaceuticals, Inc. (“Ore”), with a place of business at 610
Professional Drive, Suite 101, Gaithersburg, Maryland  20879, and
Mark
Gessler, whose address is at 10508 Bridle Lane, Potomac, Maryland
20854("Consultant").

    


    In
consideration of the representations and agreements contained herein, Consultant
and Ore agree as follows:

    


    


    
      	
              1.  

            	
              Purpose:    Ore
      is in the business of pharmaceutical product development and financing
      (the “Business”) and Consultant has special expertise in that
      field.  Ore wishes to obtain advisory services from Consultant
      and Consultant is willing to provide services to Ore.  The
      purpose of this Agreement is to establish the terms upon which such
      services will be provided.

            


    

    


    
      	
              2.  

            	
              Services.

            


    

    


    
      	
              a.  

            	
              Subject
      to the terms and conditions of this Agreement, Ore hereby appoints
      Consultant as a consultant and Consultant hereby accepts such
      appointment.  Consultant agrees that, during the term of this
      Agreement and any subsequent extension thereto, he will provide his
      services as requested by Ore’s Chief Executive Officer (“CEO”) or any
      other executive at Ore designated by the
CEO.

            


    

     

    
      
        	
                b.  

              	
                As
      requested with respect to the Business,
      Consultant will:

              


      

      
        	
                i.  

              	
                Evaluate
      product acquisition and in-license
  opportunities;

              


      

      
        	
                ii.  

              	
                Recommend
      product positioning strategies;

              


      

      
        	
                iii.  

              	
                Critique
      proposed product development initiatives in the context of targeted
      positioning;

              


      

      
        	
                iv.  

              	
                Refer
      Ore to potential new business opportunities appropriate to the
      Business;

              


      

      
        	
                v.  

              	
                Participate
      in the identification, evaluation and acquisition of commercial stage
      businesses and/or products;

              


      

      
        	
                vi.  

              	
                Otherwise
      advise Ore with respect to the Business;
and

              


      

      
        	
                vii.  

              	
                Provide
      such other services as may be mutually agreed by the
    parties

              


      

       

    

    
      	
              c.  

            	
              The
      services may be provided by meetings or by telephone, e-mail or other
      written communication. If requested, Consultant will meet or communicate
      with Ore representatives at times and places to be mutually
      agreed.

            


    

    


    
      	
              d.  

            	
              Consultant
      shall provide services to Ore based on the proprietary and/or confidential
      information provided by Ore and/or developed by Consultant in the course
      of providing services hereunder and shall devote such time as reasonably
      necessary to provide the requested services.  Subject to the
      provisions of Section 10, Consultant agrees to perform the services in a
      timely and professional manner consistent with industry
      standards.

            


    

    


    
      	
              3.  

            	
              Compensation.

            


    

     
 

    
      	
              a.  

            	
               In
      consideration for the services during the term of this Agreement and while
      this Agreement is in force, Consultant shall
  receive:

            


    

    


    
      	
              i.  

            	
              a
      retainer at a rate of $30,000 per year payable in arrears in quarterly
      installments, and

            


    

    
      	
              ii.  

            	
              payment
      for specific services at a rate of one thousand dollars ($1000.00) per
      day.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    Consultant
shall submit an invoice for his services to Ore on a monthly basis within thirty
days after the end of each month in which services are provided hereunder,
showing by date the days worked, the services provided and the Ore executive
with or for whom the work was performed.  Ore shall pay Consultant for
his services within thirty (30) days of receiving each
invoice.  Consultant will obtain CEO’s prior written approval if the
hourly rate compensation for services provided in any calendar month is expected
to exceed $4,000.00, before providing services that exceed such
limit.

    


    
      	
              b.  

            	
              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 on mutually acceptable terms, which
      will be expected to be comparable to the grant made to outside Directors
      for service in 2009.

            


    

    


    
      	
              c.  

            	
              Consultant
      will also be reimbursed for all reasonable and necessary out-of-pocket
      expenses (including travel, lodging, and the like), which are incurred at
      the request of and approved in writing in  advance by
      Ore,  provided any travel expenses comply with Ore’s travel
      policy, a copy of which is available upon
  request.

            


    

    


    
      	
              4.  

            	
              Confidentiality.   In
      view of Ore's proprietary rights and interests concerning its Business,
      Consultant agrees that during the term of this Agreement and any
      subsequent extension(s) thereto and for a period of five (5) years
      thereafter, Consultant agrees to keep strictly confidential and not use
      for his own benefit or for the benefit of any third party any information
      which he may acquire relating to Ore’s business, whether such information
      is disclosed or made known by Ore to Consultant or is generated by
      Consultant in the course of performing the services
      hereunder.   By way of illustration and not limitation,
      such shall include all information, communicated by any means, relating to
      the business of Ore that is not available to the general public, including
      its technical and business information, assets, inventions, know-how,
      research programs, biological materials, processes, drug compound
      hypotheses, designs, trade secrets, contracts, improvements, discoveries,
      databases, software programs, development tools, budgets and unpublished
      financial information, licenses, and other data, both technical and
      non-technical, prospects, protocols, and other information associated with
      this Agreement.

            


    

    


    Consultant
shall not disclose such information to any third party or use such information
for any purpose, except as provided herein, without the prior written approval
of Ore.  Consultant shall have no obligation with respect to any
portion of such information which:

    


    
      	
              a.  

            	
              is
      or later becomes generally available to the public by use publication or
      the like, through no fault of
Consultant;

            


    

    
      	
              b.  

            	
              is
      obtained from a third party who had the legal right to disclose the same
      to Consultant and who is not under an obligation of confidentiality to
      Ore; or

            


    

    
      	
              c.  

            	
              Consultant
      already possesses, as evidenced by written records, predating receipt
      thereof from Ore provided that this exception shall not apply to any
      information received or developed by Consultant during his prior
      employment by Ore or as a Director of ore to the extent that such
      information subsequently became the property of Ore and was confidential
      at the time it became the property of
Ore.

            


    

    


    Specific
information disclosed to Consultant by Ore shall not be deemed to be available
to the public or in prior possession of Consultant merely because such specific
information is embraced by more general information available to the public or
in prior possession of Consultant.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Consultant
also acknowledges that the confidential information to which he may have access
as a result of the relationship with Ore described herein may constitute
material non-public information and that he may not trade in the securities of
Ore or assist others to do so on the basis of such material non-public
information and that he may not disclose such information to third parties who
might trade on such information.

    


    
      	
              5.  

            	
              New
      Developments.   Consultant agrees that any
      information, including but not limited to discoveries, inventions,
      innovations, suggestions, know-how, ideas and reports made by Consultant
      which either results from information disclosed by Ore, or is developed as
      a result of Consultant's services under this Agreement (“New
      Developments”), shall become the sole property of Ore without further
      compensation to Consultant and shall be promptly disclosed to
      Ore.  Consultant will treat such new developments as information
      which is subject to the confidentiality provisions of Paragraph 3
      herein.  Ore shall own all right, title and interest in and to
      all New Developments under this
Agreement.

            


    

    


    
      	
              6.  

            	
              Patent
      Rights and Licenses.   If patentable subject matter
      results from services provided hereunder, Consultant shall assist Ore in
      the preparation and prosecution of appropriate patent applications and
      shall without further compensation execute appropriate documents
      acknowledging the assignment of his rights in such subject matter and
      applications to Ore.   All expenses incidental to the
      filing and prosecution of any such patent applications shall be borne by
      Ore.  The disclosure of proprietary information by Ore to
      Consultant shall not result in any obligation to grant Consultant any
      rights in and to said proprietary subject
  matter.

            


    

    


    
      	
              7.  

            	
              Third-Party
      Confidential Information.   Consultant agrees that
      during the term of this Agreement, he will not disclose to Ore any
      information that is confidential or proprietary to any third
      party.

            


    

    


    
      	
              8.  

            	
              Non-Compete/Non-Solicitation.   While
      this Agreement is in effect and for one year after this Agreement ends,
      Consultant agrees that he will not assist third parties to develop, market
      or sell products which would compete in the marketplace with Ore’s
      products of which Consultant is made aware in the course of his
      consulting.  Consultant further agrees that, during the term of
      this Agreement and for one (1) year after the date of termination of the
      Agreement regardless of the reason for termination, Consultant will not
      induce or solicit any employee of Ore to leave the employ of Ore or assist
      any third party to do so.

            


    

    


    
      	
              9.  

            	
              Term
      and Termination.   This Agreement shall be effective
      for a twenty four month period beginning as of the date hereof , and may
      be extended in writing by mutual consent of the
      parties.  However, either party may terminate this Agreement at
      any time upon sixty (60) days' prior written notice, but in no event may
      this agreement be terminated prior to the date that is two years from the
      date of this Agreement .  Any rights or obligations set forth
      herein which are accrued prior to the termination of this Agreement as
      well as any sections intended by their nature to survive, including but
      not limited to Sections 4, 5, 6 and 8, shall survive termination or
      expiration of this Agreement.   Upon termination or
      expiration of this Agreement, Consultant shall promptly return to Ore all
      Ore documentation, property, data and related information, along with any
      copies thereof.

            


    

    


    
      	
              10.  

            	
              Other
      Employment.   Consultant is a Partner of Sage
      Partners LLC and has and will continue to have substantial duties to Sage
      Partners LLC.  Consultant confirms that he has determined that
      Sage Partners LLC will not object to the services to be provided
      hereunder.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
              11.  

            	
              Miscellaneous:

            


    

    


    
      	
              a.  

            	
              Independent
      Contractor.   For the purposes of this Agreement,
      Consultant shall be an independent contractor without the authority to
      bind or act as agent for Ore or its employees for any
      purpose.  All taxes and social security payments due with
      respect to any compensation paid pursuant to this Agreement shall be the
      sole responsibility of Consultant.

            


    

    


    
      	
              b.  

            	
              Assignment.   This
      Agreement is a contract for personal services by Consultant in recognition
      of his special expertise and experience; the performance of such personal
      services may not be assigned or
delegated.

            


    

    


    
      	
              c.  

            	
              Governing Law. This Agreement
      shall be construed in accordance with the laws of the State of
      Maryland.  Consultant hereby expressly consents to the personal
      jurisdiction of the state and federal courts located in Maryland for any
      lawsuit filed there against him/her by Ore arising from or relating to
      this Agreement

            


    

    


    
      	
              d.  

            	
              Warranties.   The
      parties warrant and represent that they have the right to enter into this
      Agreement.   Consultant further warrants and represents
      that the terms of this Agreement are not inconsistent with other
      contractual obligations, express or implied, which he may
      have.

            


    

    


    
      	
              e.  

            	
              Amendments.   No
      modification to this Agreement shall be effective unless made in writing
      and duly executed by or on behalf of each
party.

            


    

    


    
      	
              f.  

            	
              Entire
      Agreement.   This Agreement constitutes the entire
      agreement between the parties with respect to the services to be provided
      by Consultant hereunder superseding all prior agreements and
      understandings between the parties (whether written or oral) relating to
      said subject matter. However, this Agreement does not modify, waive or
      alter any of the obligations of the parties under prior agreements
      relating to the previous employment of Consultant by
  Ore.

            


    

    


    
      	
              g.  

            	
              Counterparts.   This
      Agreement may be executed in two or more counterparts, including by
      facsimile transmission, each of which shall be deemed an original, but all
      of which together shall constitute one and the same
      instrument.

            


    

    


    IN WITNESS
WHEREOF, the parties have executed this Agreement as of the dates set forth
below.

    


    
      	
              Ore
      Pharmaceuticals Inc.

            	 
      	
              Mark
      Gessler

            
	 	 	 
	
              By:

            	
              /s/
      Mark J. Gabrielson

            	 
      	 
      	
              /s/
      Mark Gessler

            
	 
      	
              Mark
      J. Gabrielson, President

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Date:

            	
              July
      23, 2009

            	 
      	
              Date

            	
              July
      23, 2009

            


    

    
 

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