Exhibit 10.1
    

    
      PURCHASE AGREEMENT 
    

    
      THIS PURCHASE AGREEMENT, dated as of March 14, 2008 (this "Agreement"),
      by and among Lloyd I. Miller, III ("Miller") and Millfam II
      L.P., a Georgia limited partnership (the "Partnership" and,
      together with Miller, each, a "Stockholder" and,
      collectively, the "Stockholders"), and Ore Pharmaceuticals,
      Inc., a Delaware corporation (the "Company"). The parties to
      this Agreement are sometimes referred to as the "Parties," and each
      party is sometimes referred to separately as a "Party."
    

    
      WHEREAS, Miller is the sole manager of the sole general partner of the
      Partnership and, in such capacity, has sole voting and dispositive power
      over the 2,334,712 shares of the Company’s common stock, $0.01 par value
      per share (the "Common Stock") owned by the Partnership;
    

    
      WHEREAS, Miller, individually, owns 2,267,415 shares of Common Stock and
      options to purchase 30,000 shares of Common Stock (the "Options")
      and, together with the shares of Common Stock held by the Partnership,
      therefore has voting and dispositive power over a total of 4,602,127
      outstanding shares of Common Stock (the "Stockholder Shares");
    

    
      WHEREAS, Miller is a Director and member of the Board of Directors of
      the Company (the "Board");
    

    
      WHEREAS, following the sale of the Company's Genomics Division, Miller
      and the Board were unable to reach agreement on the future direction of
      the Company;
    

    
      WHEREAS, Miller wishes to resign from the Board and to have the
      Stockholder Shares purchased by the Company, and the Board has
      determined that it is in the best interests of the Company and its
      shareholders to purchase the Stockholder Shares at a price equal to the
      weighted average of the closing share prices of the Common Stock for the
      30 days immediately prior to March 5, 2008; and
    

    
      WHEREAS, the Board has determined that it is in the best interests of
      the Company and its shareholders to purchase the Stockholder Shares on
      the terms and conditions set forth in this Agreement.
    

    
      NOW, THEREFORE, in consideration of the premises and agreements herein
      set forth, and the parties do hereby agree as follows:
    

    
      SECTION 1.  Definitions.
    

    
      1.1 "Confidential Information" means confidential,
      proprietary or other non-public information furnished to the Miller
      Group (including to Miller in his capacity as a Director), orally or in
      writing (regardless of the storage medium) or gathered by inspection,
      and regardless of whether such information is specifically identified as
      "confidential," including: trade secrets concerning the business and
      affairs of the Company, data, know-how, formulae, compositions,
      processes, designs, sketches, photographs, graphs, drawings, samples,
      biological material, chemical materials, research data and other
      technical information, inventions and ideas (whether or not patentable),
      past, current and planned research and development and computer software
      and programs (including object code and source code) systems, structures
      and architectures; information concerning the business and affairs of
      the Company, historical financial statements, financial projections and
      budgets, historical and projected sales, budgets and plans, the names
      and backgrounds of key personnel, personnel training techniques and
      materials, however documented; and all notes, analyses, plans,
      compilations, studies, summaries and other material prepared by the
      Company or its officers, employees or agents containing or based, in
      whole or in part, on any information included in the foregoing. "Confidential
      Information" does not include information that the Miller Group
      reasonably conclusively demonstrates (i) was available or becomes
      generally available to the public prior to, and other than as a result
      of, a disclosure by the Miller Group or (ii) was available, or becomes
      available, to the Miller Group on a non-confidential basis prior to its
      disclosure by the Company, but only if the source of such information is
      not bound by a confidentiality agreement with the Company or is not
      otherwise prohibited from transmitting or otherwise disclosing the
      information by a contractual, legal, fiduciary, or other obligation.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      1.2 "Exchange Act" means the Securities Exchange Act
      of 1934, as amended, or any similar federal statute, and the rules and
      regulations promulgated by the SEC (as defined below) thereunder, all as
      the same shall be in effect at the time.
    

    
      1.3 "Miller Group" means Miller and the Partnership
      and their former, present and future affiliated trustees, beneficiaries
      (including of trusts as to which Miller serves as investment advisor)
      and partners, officers, agents, representatives, and financial, legal
      and other advisors (in their respective capacities as such). All
      references to the "Miller Group" shall mean the Miller Group and its
      members, individually, separately, jointly, collectively and otherwise.
    

    
      1.4  "Ore Group" means Ore Pharmaceuticals,
      Inc. and its former, present and future officers and directors,
      financial, legal and other advisors and employees, agents and
      representatives (in their respective capacities as such).  All
      references to the "Ore Group" shall mean the Ore Group and its members,
      individually, separately, jointly, collectively and otherwise.  
    

    
      1.5  "Purchase Price" means $0.709 per
      Stockholder Share, or $3,262,908.04 in the aggregate, representing a
      weighted average of the closing share prices of the Common Stock for the
      30 days immediately prior to March 5, 2008.
    

    
      1.6  "SEC" means the Securities and
      Exchange Commission.
    

    
      1.7 "Securities Act" means the Securities Act of
      1933, as amended, or any similar federal statute, and the rules and
      regulations of the SEC thereunder, all as the same shall be in effect at
      the time.
    

    
      SECTION 2. Purchase of Stock and Cancellation of Options. Subject
      to the terms and conditions set forth herein, the Company purchases from
      the Stockholders and the each of the Stockholders hereby sells to the
      Company their respective Stockholder Shares (the "Sale").
    

    
      2.1 Delivery of Stock and Options; Payment. Upon the execution
      and delivery of this Agreement, (a) each Stockholder will cause to be
      delivered to the Company’s transfer agent electronically using DTC’s
      DWAC (Deposit/Withdrawal At Custodian) System each Stockholder Share
      held by such Stockholder through a broker, bank or other nominee, (b)
      Miller will deliver to the Company each Non-Statutory Stock Option
      Agreement  representing the Options and, upon such delivery, agrees that
      they shall be deemed cancelled and of no further force and effect and he
      shall have no further rights under the 1997 Non-Employee Directors'
      Option Plan, and (c) upon receipt of such documents and transfers, the
      Company will cause to be transferred to each Stockholder, pursuant to
      the wiring instructions provided by such Stockholder to the Company in
      writing, immediately available funds equal to the aggregate Purchase
      Price for the Stockholder Shares in accordance with this Section 2.1.
    

    
      
        

        

      

      
        
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      2.2 No Residual Rights in Stock. Upon the payment of the Purchase
      Price for any Stockholder Security, no Stockholder shall have
      any further rights or interests in or with respect to such Stockholder
      Security.
    

    
      2.3 Representations and Warranties as to Stock Purchase. Each
      Stockholder represents and warrants to the Company that:
    

    
      (a) the Stockholder, directly or through Miller, has had the opportunity
      to (i) review the annual, quarterly and current reports, proxy
      statements and other information filed by the Company with the SEC,
      including a draft of the Report on Form 10-K for the year ended December
      31, 2007 (the "Public Filings") and other information
      provided to Miller as a Director, (ii) ask questions of, and receive
      answers from, the Company, including concerning the business conducted
      by the Company, the financial condition and capital of the Company, the
      future prospects of the Company and the terms and conditions of the Sale
      and (iii) obtain such additional information from the Company as such
      Stockholder has requested to verify the accuracy of the Public Filings
      and other information provided and evaluate the merits and risks of the
      Sale, to the extent the Company possesses such information or can
      acquire it without unreasonable effort or expense; and such Stockholder
      has not relied on any oral or written representations of the Ore Group
      in deciding whether to sell the Stockholder Shares to the Company;
    

    
      (b) the Stockholder is not relying on the Company with respect to tax
      and other economic considerations involved in the Sale and, in regard to
      tax and other economic considerations related to the Sale, the
      Stockholder has relied on the advice of, or has consulted with, only its
      own advisors;
    

    
      (c) the Stockholder has such knowledge and experience in financial and
      business matters that the Stockholder is capable of evaluating the
      merits and risks of the Sale, and has obtained, in the Stockholder’s
      sole judgment, sufficient information from the Company to evaluate the
      merits and risks of the Sale, and has not relied on the Company’s
      representations as to the value of the Company, its prospects or its
      Common Stock and the Stockholder acknowledges that the value of the
      Company, its prospects or its Common Stock could in the future be
      significantly higher than at present;
    

    
      (d) except as set forth in the Recitals, no individual, trust,
      beneficiary, partnership, limited liability company, joint venture,
      corporation, trust or unincorporated organization or any other similar
      entity has a direct or indirect ownership interest in the Stockholder
      Shares or the Options and there are no put, call, or similar
      arrangements with respect to the Stockholder Shares or the Options, and
      each Stockholder owns the Stockholder Shares as set forth in the
      Recitals free and clear of all security interests, liens, claims,
      charges, options or other encumbrance or restriction of any kind (other
      than liens on securities held in margin accounts to be terminated on or
      prior to the date hereof); and
    

    
      
        

        

      

      
        
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      (e) except as set forth in the Recitals, the Miller Group does not own
      or have any right to acquire, or have any right to direct the
      disposition or voting of, any Common Stock of the Company or any
      securities that may be exchanged or exercised for, or converted into,
      any Common Stock of the Company.
    

    
      2.4 The Company represents and warrants that this Agreement has been
      duly authorized by the Company's Board of Directors.
    

    
      SECTION 3. Additional Covenants and Agreements.
    

    
      3.1 Miller Group covenants. Subject to Section 3.4, the Miller
      Group will not, directly or indirectly, alone or in concert with others:
    

    
      (a) disparage the Ore Group or take any other action that could
      reasonably be expected to adversely affect the reputation the Ore Group,
      its employees, or its business or prospects;
    

    
      (b) initiate or encourage, or in any way participate in, any litigation
      adverse to the Ore Group, or seek to initiate or encourage, or in any
      way participate in, any regulatory action or proceeding, against or on
      behalf of the Ore Group for any action or inaction by the Ore Group
      prior to the date of this Agreement;
    

    
      (c) for a period of five years from the date hereof, purchase or
      otherwise acquire a beneficial ownership interest, as determined in
      accordance with Rule 13d-3 promulgated by the SEC under the Exchange
      Act, in any Common Stock of the Company;
    

    
      (d) for a period of five years from the date hereof, make, or in any way
      participate in, any "solicitation" of "proxies" (as such terms are
      defined in Rule 14a-1 of Regulation 14A promulgated by the SEC under the
      Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including
      any solicitation that would otherwise be exempt pursuant to Rule
      14a-2(b)), relating to the Company;
    

    
      (e) for a period of five years from the date hereof, act in any manner
      to control or influence the Company or the management, board of
      directors, policies or affairs of the Company including, without
      limitation, soliciting or proposing to effect or negotiate any form of
      business combination, restructuring, recapitalization, liquidation or
      other extraordinary transaction involving the Company, its securities or
      assets;
    

    
      (f) for a period of five years from the date hereof, without the prior
      written consent of the Company, solicit to employ any of the officers or
      employees of the Company (so long as they are employed by the Company);
      or
    

    
      
        

        

      

      
        
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      (g) assist, advise, encourage or have discussions with any person with
      respect to, or seek to do, any of the foregoing.
    

    
      3.2 Tax matters. Each of the Stockholders shall bear full
      responsibility for any and all tax consequences that result or may
      result from the terms and provisions of this Agreement.
    

    
      3.3 Company covenants. The Company will not, nor, subject to
      Section 3.4, will any member of the Ore Group, directly or indirectly,
      alone or in concert with others, disparage the Miller Group or take any
      other action that could reasonably be expected to adversely affect the
      reputation of the Miller Group, or initiate or encourage any litigation
      as the Company in opposition to this Agreement or encourage any
      regulatory action or proceeding in opposition to this Agreement, against
      or on behalf of the Miller Group for any action or inaction by the
      Miller Group prior to the date of this Agreement, saving and excepting
      from this covenant any claim based on or arising out of any claim by any
      member of the Miller Group relating in any way to this Agreement or the
      transactions contemplated hereunder.
    

    
      3.4 Efforts to control actions of group. Each Party will use his
      or its commercially reasonable efforts to cause its respective Miller
      Group or Ore Group, as the case may, to observe each provision of this
      Agreement as if each member of such group were a party to this Agreement.
    

    
      3.5 No waiver. Each Party agrees that no failure or delay by any
      other Party in exercising any right, power or privilege hereunder shall
      operate as a waiver thereof nor shall any single or partial exercise
      thereof preclude any other or further exercise of any such right, power
      or privilege.
    

    
      SECTION 4. Resignation of Miller.
    

    
      4.1 Resignation of Miller as Director. Upon the execution and
      delivery of this Agreement, Miller hereby resigns as a director of the
      Company.
    

    
      4.2 Payment of Directors’ fees. Upon the execution and
      delivery of this Agreement, the Company will pay Miller $35,500, which
      includes the fee payable for the March 11, 2008, meeting and any
      subsequent meeting, representing unpaid directors’ fees through the
      expiration of Miller’s term as a director of the Company in June 2009.
    

    
      4.3 No disclosure of confidential information. Miller
      acknowledges that, as a result of his service as a director of the
      Company, he is likely to be in possession of Confidential Information,
      and, subject to Section 3.4, the Miller Group (a) has kept and will
      continue to keep confidential such Confidential Information and (b)
      without limiting the foregoing, will not disclose such Confidential
      Information to any person except with the specific prior written consent
      of the Company. If the Miller Group becomes legally compelled (by oral
      questions, interrogatories, requests for information or documents,
      subpoena, civil or criminal investigative demand, or similar process) to
      make any disclosure that is prohibited or otherwise constrained by this
      Agreement, the Miller Group will provide the Company with prompt notice
      of such legal proceedings so that the Company may seek an appropriate
      protective order or other appropriate relief, or waive compliance with
      the provisions of this Agreement. In the absence of a protective order
      or a waiver from the Company, the Miller Group may (with the Company’s
      cooperation but at the Miller Group’s expense) disclose that portion
      (and only that portion) of the Confidential Information that the Miller
      Group is legally compelled to disclose; provided, however, that the
      Miller Group must use reasonable efforts to obtain reliable assurance
      that confidential treatment will be accorded by any person to whom any
      Confidential Information is so disclosed. Each Stockholder agrees to
      indemnify and hold the Ore Group harmless from any damages, loss, cost
      or liability (including reasonable legal fees and the cost of enforcing
      this indemnity) arising out of or resulting from any disclosure by the
      Miller Group of the Confidential Information other than as expressly
      permitted by this Agreement.
    

    
      
        

        

      

      
        
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      SECTION 5. Nature of Agreement. Miller hereby represents and
      agrees as to himself and as to the Partnership, and the Company hereby
      represents as to itself:
    

    
      (a) that such Party is duly authorized to execute, deliver and perform
      this Agreement,
    

    
      (b) that this Agreement has been duly executed by such Party,
    

    
      (c) that this Agreement is a valid and binding agreement of such Party,
      and
    

    
      (d) that such Party has been represented by counsel in connection with
      this Agreement and has fully reviewed the terms of this Agreement with
      his or its counsel; and that such Party has not relied on any
      representations or statements of the other side with regard to the
      subject matter, basis or effect of this Agreement or otherwise, except
      as may be expressly stated in this Agreement.
    

    
      SECTION 6. Miscellaneous.
    

    
      6.1 Applicable law. This Agreement shall be construed in
      accordance with and governed by the laws of the State of Maryland
      (without regard to the principles of conflict of laws thereof).
    

    
      6.2 Amendment. This Agreement may be amended, modified or
      supplemented only by written agreement of all parties hereto.
    

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

    
      6.4 Entire agreement. This Agreement embodies the entire
      agreement and understanding of the parties hereto in respect of the
      subject matter contained herein and extinguishes any prior written or
      oral agreements that exist or existed between the Stockholders on the
      one side and the Company, on the other side. There are no other
      restrictions, promises, representations, warranties, covenants or
      undertakings, other than those expressly set forth or referred to
      herein. This Agreement supersedes all prior agreements and
      understandings between the parties with respect to such subject matter.
      From and after the Effective Date of this Agreement, the rights and
      obligations of the Stockholders, on the one side, and the rights and
      obligations of the Company, on the other side, shall be governed solely
      and exclusively by this Agreement and the other documents executed
      pursuant to this Agreement. Neither the Stockholders, on the one side,
      nor the Company, on the other side, shall have any rights against or
      obligations to the other except as provided in this Agreement and in the
      other documents executed pursuant to this Agreement.
    

    
      
        

        

      

      
        
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      6.5 Severability clause. If any provision contained in this
      Agreement or the application thereof to the Miller Group or the Ore
      Group or to a circumstance shall be invalid, illegal or unenforceable in
      any respect under any applicable law as determined by a court of
      competent jurisdiction, the validity, legality and enforceability of the
      remaining provisions contained in this Agreement, or the application of
      such provision to such persons or entities or circumstances other than
      those as to which it has been held invalid or unenforceable, shall
      remain in full force and effect and shall in no way be affected,
      impaired or invalidated thereby. In the case of any such invalidity,
      illegality or unenforceability, the parties hereto shall negotiate in
      good faith to agree upon a suitable and equitable provision to effect
      the original intent of the parties.
    

    
      6.6 Confidentiality. Except as specifically contemplated herein,
      except to the extent otherwise required by law or order of a court of
      competent jurisdiction or as permitted in Section 6.8, subject to
      Section 3.4, the Miller Group will not communicate, directly or
      indirectly, in any way with anyone, other than counsel to the Miller
      Group who agrees to be bound by the terms of this Section 6.6, as to the
      discussions of the Parties in connection with and the facts leading to
      the execution of this Agreement except to the extent of referring to
      this obligation of confidentiality in response to unsolicited
      communications relating thereto. The Company acknowledges and agrees
      that this Agreement will be filed as an exhibit to Miller’s Schedule 13D,
      and each Stockholder acknowledges and agrees that the Company will file
      this Agreement as an exhibit to a report to be filed with the SEC and
      otherwise disclose information about this Agreement as contemplated by
      Section 6.8. For a period of one year from the date hereof, the Company
      and Miller will each use reasonable efforts to make available to counsel
      for the other at least one business day in advance any disclosures
      proposed to be made in connection with this Agreement in a filing with
      the SEC, except to the extent that such Party has made substantially
      identical disclosure in a prior
      SEC filing that previously had been furnished to the other Party.
    

    
      6.7 Legal expenses. Except as provided in this Agreement, each
      Party shall bear responsibility for its own legal fees and expenses in
      connection with this Agreement and otherwise and neither the
      Stockholders, on the one side, nor the Company, on the other side, shall
      have any responsibility or liability for the legal fees and expenses of
      the other side. Within two business days after Miller has submitted to
      the Company invoices for up to $90,000, representing certain filing and
      legal fees and expenses incurred in connection with the ownership of the
      Stockholder Shares and this Agreement, the Company shall pay such
      invoices.
    

    
      6.8 Legal disclosure requirements. Notwithstanding any provisions
      of this Agreement to the contrary, no provision of this Agreement shall
      prohibit any Party from (a) filing any documents required by the SEC or
      applicable state securities agencies or making any other public
      disclosure deemed necessary by its respective counsel by the federal or
      state securities law, provided that the content of any document so filed
      does not violate any of the other terms and conditions of this Agreement
      unless such content constitutes disclosure required by any securities
      laws or rules or regulations promulgated from time to time by the SEC or
      applicable state securities agencies, (b) responding to any legal
      subpoena or other judicially enforceable written request from any court
      or governmental agency of competent jurisdiction and testifying
      truthfully pursuant to such subpoena or other request, or (c) enforcing
      any rights of such Party under this Agreement.
    

    
      
        

        

      

      
        
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      6.9 Equitable Relief. Each Party agrees that the other Parties,
      without prejudice to any rights to judicial relief it may otherwise
      have, shall be entitled to seek equitable relief, including injunctive
      relief, in the event of any breach of the provisions of this Agreement.
      No Party will oppose the granting of such relief on the basis that the
      Party has an adequate remedy at law, and each Party agrees that it will
      pay any reasonable fees that the other Party may incur in enforcing this
      Agreement with respect to such Party.
    

    
      6.10 Notices. All notices, demands or other communications to be
      given or delivered under or by reason of the provisions of this
      Agreement shall be in writing and delivered personally, mailed by
      certified or registered mail (return receipt requested and postage
      prepaid), sent via a nationally recognized overnight courier, or sent
      via facsimile (with machine-generated confirmation of receipt). Such
      notices, demands and other communications shall be sent to the addresses
      indicated below:
    

    	
           
        	
          
            To the Stockholders:
          

        
	

        	
           
        
	

        	
          Lloyd I. Miller, III
        
	

        	
          4550 Gordon Drive
        
	

        	
          Naples, Florida 34102
        
	

        	
          239-262-8025 (fax)
        
	

        	
           
        
	

        	
          with a copy to:
        
	

        	
           
        
	

        	
          Melinda Brunger, Esq.
        
	

        	
          Andrews Kurth LLP
        
	

        	
          600 Travis, Suite 4200
        
	

        	
          Houston, Texas 77002
        
	

        	
          713-238-7235 (fax)
        
	

        	
           
        
	

        	
          
            To the Company:
          

        
	

        	
           
        
	

        	
          Ore Pharmaceuticals, Inc.
        
	

        	
          Attention: Charles L. Dimmler, III, Chief Executive Officer
        
	

        	
          50 West Watkins Mill Road
        
	

        	
          Gaithersburg, MD 20878
        
	

        	
          877-673-7476 (fax)
        
	

        	
           
        
	

        	
          And, after March 22, 2008, to the same addressee at
        
	

        	
          610 Professional Drive, Gaithersburg, MD 20879
        


    

    

    
      
        

        

      

      
        
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            with a copy to:
          

        
	

        	
           
        
	

        	
          Ariel Vannier, Esq.
        
	

        	
          Venable LLP
        
	

        	
          575 7th Street, NW
        
	

        	
          Washington, DC 20004
        
	

        	
          202-344-8300 (fax)
        


    

    

    
      or such other address or to the attention of such other person as the
      recipient Party shall have specified by prior written notice to the
      sending Party; provided, however, that the failure to deliver copies of
      notices as indicated above shall not affect the validity of any notice.
      Any such communication shall be deemed to have been received when
      delivered, if personally delivered or sent by certified mail or sent by
      nationally-recognized overnight courier or sent via facsimile.
    

    
      6.11 Binding nature of Agreement. This Agreement shall be binding
      upon, and inure to the benefit of, Miller, his heirs, legatees,
      beneficiaries, personal representatives, executors, administrators,
      predecessors, successors, trustees and assigns and upon each of the
      other Parties hereto and their respective successors and assigns.
    

    
      6.12 Construction of Provisions. This Agreement and its terms and
      provisions shall be construed without regard to any presumption or other
      rule requiring construction against the Party who caused it to have been
      drafted.
    

    

    

    

    

    
      - Signature Page Follows -
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
      duly executed as of the day and year first above written.
    

    	
           
        	
          ORE PHARMACEUTICALS, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Charles L. Dimmerler III
          

        
	

        	
          Name:
        	
          Charles L. Dimmler III
        
	

        	
          Title:
        	
          Chief Executive Officer and President
        
	

        	
           
        
	

        	
          STOCKHOLDERS:
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
           
        	
          
            /s/ Lloyd I Miller, III
          

        
	

        	
          Lloyd I. Miller, III
        
	

        	

        	
           
        
	

        	
          MILFAM II L.P., a Georgia Limited Partnership
        
	

        	

        	
           
        
	

        	
          By:
        	
          Milfam LLC, an Ohio limited liability
        
	

        	

        	
          company, its sole General Partner
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Lloyd I. Miller, III
          

        
	

        	
          Name:
        	
          Lloyd I. Miller, III
        
	

        	
          Title:
        	
          Manager
        


    

    

    
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