UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 FORM
10-Q
 
 (Mark
One)
 
 [X]           Quarterly
Report Pursuant To Section 13 Or 15(d) Of The
 Securities Exchange Act Of
1934
 For the quarterly period ended June 30,
2009
 
 OR
 
 [   ]           Transition
Report Pursuant To Section 13 Or 15(d) Of The
 Securities Exchange Act Of
1934
 For the transition period from
_______________ to _______________
 
 
 Commission
File Number: 0-23317
 ORE
PHARMACEUTICALS INC.
 (Exact
name of registrant as specified in its charter)
 Delaware
                    
                    06-1411336(State
      or other jurisdiction of
                    
                    (I.R.S.
      Employerincorporation
      or organization)
                    
                    Identification
      No.)




610
Professional Drive, Suite 101
 Gaithersburg,
Maryland 20879
 (Address
of principal executive offices)
 (240)
361-4400
 (Registrant’s
phone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days:YES xNOo
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files) :YESoNO o
  Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large
      accelerated filer o
                    Accelerated
      filer o
                    Non-accelerated
      filer o
                    Smaller
      reporting company x(Do
      not check if smaller reporting
company)
 
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YESoNO x
 
 The number
of shares outstanding of the Registrant’s Common Stock, $.01 par value, was
5,473,519 as of July 31, 2009.




ORE
PHARMACEUTICALS INC.
 
 
 TABLE
OF CONTENTS
  PART I
                        FINANCIAL INFORMATIONItem 1.
                        Financial Statements
                        3Consolidated Condensed Balance Sheets at June 30,
      2009 and December 31, 2008
                        3Consolidated Condensed Statements of Operations for the
      Three and Six Months Ended June 30, 2009 and 2008
                        4Consolidated Condensed Statements of Cash Flows for the
      Six Months Ended June 30, 2009 and 2008
                        5Notes to Consolidated Condensed Financial
      Statements
                        6Item 2.
                        Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                        11Item 4.
                        Controls and Procedures
                        14PART II
                        OTHER INFORMATIONItem 1.
                        Legal Proceedings
                        14Item 2.
                        Unregistered Sales of Equity Securities and Use of
      Proceeds
                        14Item 3.
                        Defaults Upon Senior Securities
                        14Item 4.
                        Submission of Matters to a Vote of Security
      Holders
                        14Item 5.
                        Other Information
                        14Item 6.
                        Exhibits
                        15Signatures
                        
                        16
  2.




PART
I                                FINANCIAL
INFORMATION
 
 Item
1.                      Financial
Statements
 
 ORE
PHARMACEUTICALS INC.
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
 (in
thousands, except share data)
  June
      30,
                            
                            
                            December
      31,2009
                            
                            
                            2008(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                            
                            $
                            4,650
                            
                            
                            $
                            10,784Prepaid
      expenses
                            
                            
                            279
                            
                            
                            
                            200Notes
      receivable, net
                            
                            
                            3,747
                            
                            
                            
                            3,252Other
      current assets
                            
                            
                            31
                            
                            
                            
                            70Total
      current assets
                            
                            
                            8,707
                            
                            
                            
                            14,306Property
      and equipment, net
                            
                            
                            42
                            
                            
                            
                            483Other
      intangibles, net
                            
                            
                            619
                            
                            
                            
                            573Note
      receivable, net
                            
                            
                            -
                            
                            
                            
                            338Other
      assets
                            
                            
                            25
                            
                            
                            
                            -Total
      assets
                            
                            $
                            9,393
                            
                            
                            $
                            15,700LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilities:Accounts
      payable
                            
                            $
                            794
                            
                            
                            $
                            623Accrued
      compensation and employee benefits
                            
                            
                            184
                            
                            
                            
                            1,185Other
      accrued expenses
                            
                            
                            1,454
                            
                            
                            
                            1,267Current
      portion of long-term debt
                            
                            
                            450
                            
                            
                            
                            477Total
      liabilities
                            
                            
                            2,882
                            
                            
                            
                            3,552Commitments
      and contingencies
                            
                            
                            -
                            
                            
                            
                            -Stockholders'
      equity:Preferred
      stock, $.01 par value; 10,000,000 shares authorized; and no shares issued
      andoutstanding
      as of June 30, 2009 and December 31, 2008
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $.01 par value; 60,000,000 shares authorized;  5,483,519
      sharesissued
      and outstanding as of June 30, 2009 and December 31, 2008
                            
                            
                            55
                            
                            
                            
                            55Additional
      paid-in-capital
                            
                            
                            384,978
                            
                            
                            
                            384,922Accumulated
      deficit
                            
                            
                            (378,522
                            )
                            
                            
                            (372,829
                            )Total
      stockholders' equity
                            
                            
                            6,511
                            
                            
                            
                            12,148Total
      liabilities and stockholders' equity
                            
                            $
                            9,393
                            
                            
                            $
                            15,700




See
accompanying notes.
  3.




ORE
PHARMACEUTICALS INC.
 
 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 (in
thousands, except per share data)
 (unaudited)
  Three
      Months Ended
                                  
                                  
                                  Six
      Months EndedJune
      30,
                                  
                                  
                                  June
      30,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008Services
      revenue
                                  
                                  $
                                  25
                                  
                                  
                                  $
                                  1,000
                                  
                                  
                                  $
                                  25
                                  
                                  
                                  $
                                  1,750Expenses:Research
      and development
                                  
                                  
                                  639
                                  
                                  
                                  
                                  3,364
                                  
                                  
                                  
                                  1,580
                                  
                                  
                                  
                                  6,206Selling,
      general and administrative
                                  
                                  
                                  2,016
                                  
                                  
                                  
                                  2,505
                                  
                                  
                                  
                                  4,305
                                  
                                  
                                  
                                  7,669Total
      expenses
                                  
                                  
                                  2,655
                                  
                                  
                                  
                                  5,869
                                  
                                  
                                  
                                  5,885
                                  
                                  
                                  
                                  13,875Loss
      from operations
                                  
                                  
                                  (2,630
                                  )
                                  
                                  
                                  (4,869
                                  )
                                  
                                  
                                  (5,860
                                  )
                                  
                                  
                                  (12,125
                                  )Interest
      (income), net
                                  
                                  
                                  (81
                                  )
                                  
                                  
                                  (186
                                  )
                                  
                                  
                                  (167
                                  )
                                  
                                  
                                  (502
                                  )Net
      loss
                                  
                                  $
                                  (2,549
                                  )
                                  
                                  $
                                  (4,683
                                  )
                                  
                                  $
                                  (5,693
                                  )
                                  
                                  $
                                  (11,623
                                  )Basic
      and diluted net loss per share
                                  
                                  $
                                  (0.47
                                  )
                                  
                                  $
                                  (0.86
                                  )
                                  
                                  $
                                  (1.04
                                  )
                                  
                                  $
                                  (1.99
                                  )Shares
      used in computing basic and dilutednet
      loss per share
                                  
                                  
                                  5,474
                                  
                                  
                                  
                                  5,477
                                  
                                  
                                  
                                  5,474
                                  
                                  
                                  
                                  5,841




See
accompanying notes.
  4.




ORE
PHARMACEUTICALS INC.
 
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (in
thousands)
 (unaudited)
  Six
      Months EndedJune
      30,2009
                              
                              
                              2008Cash
      flows from operating activities:Loss
      from operations
                              
                              $
                              (5,693
                              )
                              
                              $
                              (11,623
                              )Adjustments
      to reconcile loss from operations to net cash flowsfrom
      operating activities:Depreciation
      and amortization
                              
                              
                              105
                              
                              
                              
                              593Non-cash
      stock-based compensation expense
                              
                              
                              56
                              
                              
                              
                              229Other
      non-cash items
                              
                              
                              184
                              
                              
                              
                              182Changes
      in operating assets and liabilities:Prepaids
      and other assets
                              
                              
                              (65
                              )
                              
                              
                              1,953Accounts
      payable
                              
                              
                              171
                              
                              
                              
                              (599
                              )Accrued
      expenses
                              
                              
                              (814
                              )
                              
                              
                              (1,716
                              )Deferred
      revenue
                              
                              
                              -
                              
                              
                              
                              (1,500
                              )Net
      cash flows from operating activities
                              
                              
                              (6,056
                              )
                              
                              
                              (12,481
                              )Cash
      flows from investing activities:Purchases
      of property and equipment
                              
                              
                              (16
                              )
                              
                              
                              (152
                              )Proceeds
      from sale of property and equipment
                              
                              
                              70
                              
                              
                              
                              -Purchases
      of licenses and patent costs
                              
                              
                              (105
                              )
                              
                              
                              (187
                              )Proceeds
      from sale of marketable securities available-for-sale
                              
                              
                              -
                              
                              
                              
                              6,522Purchase
      of marketable securities available-for-sale
                              
                              
                              -
                              
                              
                              
                              (4,003
                              )Net
      proceeds received from sale of Genomics Assets
                              
                              
                              -
                              
                              
                              
                              501Net
      proceeds received from sale of Preclinical Division
                              
                              
                              -
                              
                              
                              
                              272Net
      cash flows from investing activities
                              
                              
                              (51
                              )
                              
                              
                              2,953Cash
      flows from financing activities:Purchase
      of common stock
                              
                              
                              -
                              
                              
                              
                              (2,991
                              )Repayments
      of an equipment loan
                              
                              
                              (27
                              )
                              
                              
                              (12
                              )Net
      cash flows from financing activities
                              
                              
                              (27
                              )
                              
                              
                              (3,003
                              )Net
      decrease in cash and cash equivalents
                              
                              
                              (6,134
                              )
                              
                              
                              (12,531
                              )Cash
      and cash equivalents, beginning of period
                              
                              
                              10,784
                              
                              
                              
                              26,323Cash
      and cash equivalents, end of period
                              
                              $
                              4,650
                              
                              
                              $
                              13,792Supplemental
      disclosure:Interest
      paid
                              
                              $
                              -
                              
                              
                              $
                              1




See
accompanying notes.
  5.




ORE
PHARMACEUTICALS INC.
 
 Notes to Consolidated Condensed Financial Statements
 June
30, 2009
 (in
thousands, except share and per share data)
 (unaudited)
 
 Note
1 — Organization and summary of significant accounting policies
 
 Description
of Business
 
 Ore
Pharmaceuticals Inc. (the “Company”) is a pharmaceutical asset management
company.  The Company acquires interests in pharmaceutical assets
whose value, it believes, it can significantly enhance through targeted
development, with the goal of then monetizing these assets through a sale or
out-licensing.  Initially, the Company will focus on developing and
monetizing its current portfolio, which includes four clinical-stage compounds
in-licensed from major pharmaceutical companies.  The Company’s four
compounds in its development portfolio are: ORE1001, its lead compound,
ORE10002, ORE5002 (tiapamil) and ORE5007 (romazarit).
 
 Basis
of Presentation
 
 The
accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with United States Generally Accepted Accounting
Principles (“GAAP”) for interim financial information and the instructions to
Form 10-Q and Article 8-03 of Regulation S-X.  The consolidated
condensed balance sheet as of June 30, 2009, consolidated condensed statements
of operations for the three and six months ended June 30, 2009 and 2008 and the
consolidated condensed statements of cash flows for the six months ended June
30, 2009 and 2008 are unaudited, but include all adjustments (consisting of
normal recurring adjustments) that the Company considers necessary for a fair
presentation of the financial position, operating results and cash flows,
respectively, for the periods presented.  Although the Company
believes that the disclosures in these financial statements are adequate to make
the information presented not misleading, certain information and footnote
information normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted pursuant to the rules and regulations
of the United States Securities and Exchange Commission (“SEC”).  All
material intercompany accounts and transactions have been eliminated in
consolidation.
 
 In 2008,
the Company sold its wholly owned subsidiary, DioGenix Inc., its molecular
diagnostics business.  The results of operations for the Company’s
molecular diagnostic business are not considered material and, therefore, have
not been classified as a discontinued operation.  There was no revenue
from the Company’s molecular diagnostics business.
 
 Results
for any interim period are not necessarily indicative of results for any future
interim period or for the entire year.  The accompanying unaudited
consolidated condensed financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Fair
Value Measurements
 
 The
Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157
“Fair Value Measurements” (“SFAS 157”) for financial assets and liabilities on
January 1, 2008.  The Company adopted SFAS 157 for non-financial
assets and liabilities on January 1, 2009.
 
 SFAS
No. 157 discusses valuation techniques, such as the market approach
(comparable market prices), the income approach (present value of future income
or cash flow) and the cost approach (cost to replace the service capacity of an
asset or replacement cost).  The statement utilizes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value into three broad levels.  The following is a brief
description of those three levels:
 
 ·
              Level
      1:  Observable inputs such as quoted prices (unadjusted) in
      active markets for identical assets or
  liabilities.
  ·
              Level
      2:  Inputs other than quoted prices that are observable for the
      asset or liability, either directly or indirectly.  These
      include quoted prices for similar assets or liabilities in active markets
      and quoted prices for identical or similar assets or liabilities in
      markets that are not active.
  6.
  ·
              Level
      3:  Unobservable inputs that reflect the reporting entity’s own
      assumptions.
  The
Company’s recurring financial assets and liabilities subject to fair value
measurements and the necessary disclosures are as follows:
  Fair
      Valueas
      of
                            
                            
                            Fair
      Value Measurements at June 30, 2009June
      30,
                            
                            
                            Using
      Fair Value Hierarchy2009
                            
                            
                            Level
      1
                            
                            
                            Level
      2
                            
                            
                            Level
      3Cash
      and cash equivalents
                            
                            $
                            4,650
                            
                            
                            $
                            4,650
                            
                            
                            $
                            -
                            
                            
                            $
                            -Total
                            
                            $
                            4,650
                            
                            
                            $
                            4,650
                            
                            
                            $
                            -
                            
                            
                            $
                            -




The
amounts in the Company’s Consolidated Condensed Balance Sheets for notes
receivable, accounts payable and long-term debt approximate fair value due to
their short-term nature.
 
 There were
no required fair value measurements for non-financial assets and liabilities in
the second quarter of 2009.
 
 Comprehensive
Loss
 
 The
Company accounts for comprehensive loss as prescribed by SFAS No. 130,
“Reporting Comprehensive Income.”  Comprehensive income (loss) is the
total net income (loss) plus all changes in equity during the period except
those changes resulting from investment by and distribution to
owners.  Total comprehensive loss was $2,549 and $4,683 for the three
months ended June 30, 2009 and 2008, respectively, and $5,693 and $11,577 for
the six months ended June 30, 2009 and 2008, respectively.
 
 New
Accounting Pronouncements
 
 In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
"The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles, a replacement of FASB Statement No. 162" ("SFAS
168"), which establishes the FASB Accounting Standards Codification as the
source of authoritative accounting principles recognized by the FASB to be
applied in the preparation of financial statements in conformity with
GAAP.  SFAS 168 explicitly recognizes rules and interpretive releases
of the SEC under federal securities laws as authoritative GAAP for SEC
registrants.  SFAS 168 is effective for financial statements issued
for interim and annual reporting periods ending after September 15, 2009 (the
quarter ending September 30, 2009 for the Company) and will not have an impact
on the Company's final position or results of operations.
 
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events," ("SFAS 165"), which
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before financial statements are issued
or are available to be issued.  SFAS 165 is effective for financial
statements issued for interim and annual reporting periods ending after June 15,
2009 (the quarter ending June 30, 2009 for the Company).  The adoption
of SFAS 165 did not have an impact on the Company's financial position or
results of operations.
 
 In April
2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board ("APB")
Opinion No. 28-1, "Interim Disclosures about Fair Value of Financial
Instruments" ("FSP FAS 107-1" and "APB 28-1").  FSP FAS 107-1 and APB
28-1 amend SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," to require disclosures, in interim reporting periods and in
financial statements for annual reporting periods, regarding the fair value of
all financial instruments for which it is practicable to estimate that value,
whether recognized or not on the company's balance sheet.  FSP FAS
107-1 and APB 28-1 also amend FASB APB Opinion No. 28, "Interim Financial
Reporting," to require entities to disclose the methods and significant
assumptions used to estimate the fair value of financial instruments and
describe changes in methods and significant assumptions, in both interim and
annual financial statements.  FSP FAS 107-1 and APB 28-1 are effective
for interim reporting periods ending after June 15, 2009 (the quarter ending
June 30, 2009 for the Company).  While the adoption of FSP FAS 107-1
and APB 28-1 impacts the Company's disclosures, it does not have an impact on
the Company's financial position or results of operations.
 
 In April
2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments," which modify the recognition
requirements for other-than-temporary impairments of debt securities and
enhances existing disclosures with respect to other-than-temporary impairments
of debt and equity securities.  FSP SFAS 115-2 and SFAS 124-2 are
effective for interim and annual reporting periods ending after June 15, 2009
(the quarter ending June 30, 2009 for the Company).  The adoption of
FSP SFAS 115-2 and SFAS 124-2 had no impact on the Company’s financial position
or results of operations.
 
 In
February 2008, the FASB issued a one-year deferral for non-financial assets and
liabilities to comply with SFAS No. 157.  The Company
adopted SFAS No. 157 for financial assets and liabilities effective
January 1, 2008 (see Note 1, Fair Value
Measurements).  The Company adopted SFAS No. 157 as
it pertains to non-financial assets and liabilities effective January 1, 2009
and the adoption had no impact on the Company’s financial position or results of
operations.
 7.
  In
December 2007, the FASB issued SFAS No. 141 Revised, “Business Combinations”
(“SFAS 141R”).  SFAS 141R requires an acquirer to determine the fair
value of the consideration exchanged as of the acquisition date (i.e. the date
the acquirer obtains control).  Previously, an acquisition was valued
as of the date the parties agreed upon the terms of the
transaction.  SFAS 141R also modifies, among other things, the
accounting for direct costs associated with an acquisition, contingencies
acquired and contingent consideration.  The Company adopted SFAS 141R
effective January 1, 2009 for business combinations occurring after the
effective date.
 
 In
December 2007, the FASB ratified Emerging Issues Task Force No. 07-1,
“Accounting for Collaborative Agreements” (“EITF 07-1”).  EITF 07-1
provides guidance regarding financial statement presentation and disclosure of
collaborative arrangements, as defined therein.  The Company adopted
EITF 07-1 effective January 1, 2009 and the adoption had no impact on the
Company’s financial position or results of operations.
 
 Note
2 – Liquidity and management’s plans
 
 Since
inception, the Company has incurred, and continues to incur, significant losses
from operations.  At June 30, 2009, the Company had $4,650 in cash and
cash equivalents.  The Company has realigned its corporate resources
and as a result significantly reduced its workforce from 71 employees on
December 31, 2007 to 7 employees as of June 30, 2009.  In addition,
the Company assigned its Cambridge, Massachusetts lease and leased new space at
a lower cost.  The Company believes that its existing cash and cash
equivalents, continuing cash savings resulting from its ongoing realignment and
cash conservation efforts and proceeds from the collection of its outstanding
notes receivable, will be sufficient to allow the Company to operate through
late 2010, including the costs of initiating and completing the Phase Ib/IIa
clinical trial for ORE1001, which is expected to be completed in the third
quarter of 2010.  However, there can be no assurance that the Company
will be successful in its continuing realignment and cash conservation efforts,
the collection of its outstanding notes receivable or, if necessary, attracting
additional financing to allow the Company to complete the clinical
trial.  Furthermore, there is no assurance if the Company completes
its Phase Ib/IIa clinical trial, that the results will be satisfactory or will
enable the Company to successfully outlicense its compound.  If the
Company is not successful in achieving its objectives, it might be necessary to
liquidate the Company in late 2010.  The balance sheet at June 30,
2009 does not include any adjustments relating to recoverability and
classification of recorded asset amounts or the amounts and classifications of
liabilities that might be necessary in the event of such
liquidation.
 
 Note
3 — Stock-based compensation
 
 At June
30, 2009, the Company has the following stock-based compensation plans: the 1997
Equity Incentive Plan (the “Stock Plan”) and the 1997 Non-Employee Directors’
Stock Option Plan (the “Directors’ Plan”).
 
 The
Company recorded stock-based compensation expense of $28 and $70 for the three
months ended June 30, 2009 and 2008, respectively, and $56 and $229 for the six
months ended June 30, 2009 and 2008, respectively.
 
 Stock
Option Awards
 
 The
Company determined the fair value of each option grant on the date of grant
using the Black-Scholes option pricing model for the indicated periods, with the
following assumptions:
  Three
      Months Ended
                                        
                                        
                                        Six
      Months EndedJune
      30,
                                        
                                        
                                        June
      30,2009
                                        
                                        
                                        2008
                                        
                                        
                                        2009
                                        
                                        
                                        2008Weighted
      average fair value of grants
                                        
                                        
                                        $0.34
                                        
                                        
                                        
                                        $0.96
                                        
                                        
                                        
                                        $0.28
                                        
                                        
                                        
                                        $0.97Expected
      volatility
                                        
                                        
                                        79%
                                        
                                        
                                        
                                        65%
                                        
                                        
                                        
                                        79%
                                        
                                        
                                        
                                        63%Risk-free
      interest rate
                                        
                                        
                                        1.38%
                                        
                                        
                                        2.53
      % to 2.57%
                                        
                                        
                                        1.31
      % to 1.38%
                                        
                                        
                                        2.53
      % to 3.04%Expected
      lives
                                        
                                        5
      years
                                        
                                        
                                        3
      years
                                        
                                        
                                        5
      years
                                        
                                        
                                        3
      yearsDividend
      rate
                                        
                                        
                                        0%
                                        
                                        
                                        
                                        0%
                                        
                                        
                                        
                                        0%
                                        
                                        
                                        
                                        0%




The
following is a summary of option activity for the six months ended June 30,
2009:
  Per
      ShareWeighted-
                          
                          
                          AggregateNumber
      of
                          
                          
                          Average
                          
                          
                          IntrinsicShares
                          
                          
                          Exercise
      Price
                          
                          
                          ValueOutstanding
      at January 1, 2009
                          
                          
                          683,847
                          
                          
                          $
                          24.10Options
      granted
                          
                          
                          786,300
                          
                          
                          $
                          0.44Options
      exercised
                          
                          
                          -
                          
                          
                          $
                          -Options
      cancelled
                          
                          
                          (353,020
                          )
                          
                          $
                          19.40Outstanding
      at June 30, 2009
                          
                          
                          1,117,127
                          
                          
                          $
                          8.93
                          
                          
                          $
                          103Exercisable
      at June 30, 2009
                          
                          
                          348,898
                          
                          
                          $
                          27.17
                          
                          
                          $
                          8




8.




The
aggregate intrinsic value in the table above represents the total intrinsic
value (the excess of the Company’s closing stock price on the last trading day
of June 2009 over the exercise price, multiplied by the number of in-the-money
options) that would have been received by the option holders had all option
holders exercised their options on June 30, 2009.  This amount is
subject to change based on changes to the fair market value of the Company’s
Common Stock.
 
 Restricted
Stock Awards
 
 The
Committee had previously approved grants for shares of restricted stock under
the Stock Plan subject to certain performance- or time-based vesting conditions
which, if not met, would result in forfeiture of the shares and the reversal of
any previously recognized related stock-based compensation expense.
 
 The
following is a summary of restricted stock awards activity for the six months
ended June 30, 2009:
  Per
      ShareWeighted-AverageNumber
      of
                            
                            
                            Grant-DateShares
                            
                            
                            Fair
      ValueOutstanding
      at January 1, 2009
                            
                            
                            10,000
                            
                            
                            $
                            6.15Restricted
      stock granted
                            
                            
                            -
                            
                            
                            $
                            -Restricted
      stock vested
                            
                            
                            -
                            
                            
                            $
                            -Restricted
      stock forfeited
                            
                            
                            -
                            
                            
                            $
                            -Outstanding
      at June 30, 2009
                            
                            
                            10,000
                            
                            
                            $
                            6.15




Performance-based
non-vested restricted stock awards are recognized as compensation expense over
the expected vesting period based on the fair value at the date of grant and the
number of shares ultimately expected to vest.  The Company’s
outstanding restricted stock award at June 30, 2009 was forfeited in the third
quarter of 2009.  In 2008, the Company had reversed the previously
recognized related stock-based compensation expense for this restricted stock
award since the Company believed that the achievement of the performance
milestones were not probable.
 
 As of June
30, 2009, $220 of total unrecognized compensation cost related to stock options
is expected to be recognized over a weighted-average period of 1.9
years.  This estimate does not include the impact of other possible
stock-based awards that may be made during future periods.
 
 Note
4 — Loan and grant agreements with the State of Maryland
 
 During the
second quarter of 2009, the Company received a notice requiring repayment of all
amounts potentially due under a loan and a grant agreement with the State of
Maryland that total $710 at June 30, 2009.  The Company has recorded
the amounts due under the loan and grant agreement within current portion of
long-term debt and other accrued expenses.  The Company is in
discussions with the State of Maryland concerning the terms of potential
repayment of this amount.
 
 Note
5 — Ocimum Biosolutions Inc. promissory note and related agreements
 
 In
connection with the sale of the Company’s Genomics business pursuant to a
certain Asset Purchase Agreement with Ocimum Biosolutions Limited, as parent,
and Ocimum Biosolutions Inc., a Delaware corporation (“Ocimum”), as Purchaser,
which was completed on December 14, 2007, and previously reported, the Company
had received as partial payment for the sales price, a $3,000 secured promissory
note from Ocimum and Ocimum Biosolutions Limited, guaranteed by Coramandel
Prestcrete Private Limited, a company incorporated in the Republic of
India.  The promissory note, secured by a security agreement between
Ocimum and the Company, was due and payable on June 15, 2009.
 
 In June
2009, the Company entered into a superseding $3,000 secured promissory note
(“Note”) with Ocimum and its affiliate, Ocimum Biosolutions India Limited, a
company incorporated in the Republic of India, which is secured pursuant to a
superseding security agreement (“Security Agreement”) with Ocimum and repayment
of which is guaranteed by a guaranty agreement with Coramandel Infrastructure
Private Limited, a company incorporated in the Republic of India, in favor of
the Company.  The superseding agreements are effective as of June 15,
2009, and the original promissory note, security agreement and related guarantee
agreement have been cancelled and terminated.
 
 In
connection with the sale of the Genomics business, the Company had assigned its
related real estate lease, but had remained primarily liable through January
2011 in the event Ocimum failed to perform its obligations under the
lease.  An escrow account served partially to secure Ocimum’s
performance.  In July 2009, the landlord agreed to release the Company
from liability under the lease.  The escrow agreement between Ocimum
and the Company was terminated and $500 from the escrow amount was paid to the
Company and applied to the outstanding principal of the Note.
  9.
 Under the
Note, Ocimum was required to pay at least fifty percent (50%) of the unpaid
principal to the Company on or before August 1, 2009.  To date, the
Company has received payments of $1,500 (including the $500 discussed above),
and the remaining balance is required to be paid on or before September 15,
2009.  The Note bears interest at the rate of 15% per annum and
includes an adjustment to the unpaid principal of four percent (4%) on July 15,
2009, five percent (5%) on August 15, 2009 and eight percent (8%) on September
15, 2009.  The Security Agreement secures the Note with Ocimum
collateral that includes, but is not limited to, the assets, properties and
rights of Ocimum, its cash accounts and its receivables.
 
 Note
6 — Lease abandonment
 
 In the
second quarter of 2009, the Company vacated substantially all of its
Gaithersburg, Maryland facility and recorded a non-cash accelerated lease
expense and write-down of leasehold improvements and other related assets of
$749, which is included in Selling, General and Administrative expenses in the
Company’s Consolidated Condensed Statements of Operations.
 
 Note
7 — Subsequent events
 
 In May
2009, the Company was notified by Nasdaq that it no longer met the requirement
for continued listing on the Nasdaq Global Market, due to the fact that its
stockholders’ equity fell below the minimum of $10,000.  In response,
the Company applied for, and Nasdaq approved, a transfer of the Company’s
listing from the Nasdaq Global Market to the Nasdaq Capital
Market.  This transfer occurred on August 3, 2009.  The
Company’s Common Stock is currently trading below the $1.00 per share price
required by Nasdaq for continued listing.
 
 The
Company evaluated all events or transactions that occurred after June 30,
2009 and through August 14, 2009, the date these financial statements were
issued for recognition and disclosure.
  10.
  Item
2.                     Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
 
 This
Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements
regarding future events and the future results of Ore Pharmaceuticals Inc. (“Ore
Pharmaceuticals”) that are based on current expectations, estimates, forecasts
and projections about the industries in which Ore Pharmaceuticals operates and
the beliefs and assumptions of the management of Ore Pharmaceuticals. Words such
as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
forward-looking statements are only predictions and are subject to risks,
uncertainties and assumptions. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking statements. Factors
that might cause or contribute to such differences include those discussed in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2008
under the section entitled “Risk Factors” and in our subsequent filings with the
United States Securities and Exchange Commission (“SEC”). Ore Pharmaceuticals
undertakes no obligation to revise or update publicly any forward-looking
statements to reflect any change in management’s expectations with regard
thereto or any change in events, conditions, or circumstances on which any such
statements are based.
 
 Unless the
context otherwise requires, references in this Form 10-Q to “Ore
Pharmaceuticals,” “DioGenix,” the “Company,” “we,” “us,” and “our” refer to Ore
Pharmaceuticals Inc. and its formerly wholly owned subsidiary, DioGenix
Inc.
 
 Overview
 
 Ore
Pharmaceuticals Inc. is a pharmaceutical asset management company.  We
acquire interests in pharmaceutical assets whose value, we believe, we can
significantly enhance through targeted development, with the goal of then
monetizing these assets through a sale or out-licensing.  In order to
fund these activities, we intend to source third-party financing using
alternative investment vehicles designed to align the investment profile of each
program with the interests of its direct investors, as well as Ore
shareholders.
 
 We are
establishing a business model under which Ore will earn program management
advisory fees, as well as retain substantial economic interests in successful
programs.  Our goal is to create an investment-driven, investor
returns-focused organization with the appropriate corporate structure and skill
sets to execute on our strategy.  To this end, we have assembled a
management team with three key areas of expertise: clinical development, public-
and private-market healthcare finance and pharmaceutical business
development.
 
 Initially,
we will focus on developing and monetizing our current portfolio, which includes
four clinical-stage compounds in-licensed from major pharmaceutical
companies.  Each of these compounds has been successfully tested for
tolerability in human clinical trials.  We are evaluating our lead
compound, ORE1001, as a potential treatment for Inflammatory Bowel Disease
(IDB).  IDB is a severe gastrointestinal condition that is estimated
to affect as many as one million patients in the United States
alone.  We expect to initiate a Phase Ib/IIa clinical trial in
patients with ulcerative colitis – one of the two main disorders comprising IBD
– in the second half of 2009.
 
 In May
2009, we were notified by Nasdaq that we no longer met the requirement for
continued listing on the Nasdaq Global Market, due to the fact that our
stockholders’ equity fell below the minimum of $10 million.  In
response, we applied for, and Nasdaq approved, a transfer of our listing from
the Nasdaq Global Market to the Nasdaq Capital Market effective August 3,
2009.
 
 We have
incurred net losses in each year since our inception, including losses of $22.5
million in 2008 and $34.7 million in 2007.  At June 30, 2009, we had
an accumulated deficit of $378.5 million.  Our losses have resulted
principally from costs incurred by our ongoing business, as well as businesses
we have sold.  We expect to incur additional losses in the
future.
 
 Results
of Operations
 
 Three
Months Ended June 30, 2009 and 2008
 
 Revenue.  We had
less than $0.1 million of revenue for the three months ended June 30, 2009
compared to $1.0 million for the three months ended June 30,
2008.  During the three months ended June 30, 2008, our revenue
resulted primarily from a licensing agreement for certain technology unrelated
to our pharmaceutical asset management business.
 
 Research and Development
Expense. Research and development expenses, which now consist almost
entirely of costs associated with the further development of ORE1001, decreased
to $0.6 million for the three months ended June 30, 2009 from $3.4 million for
the same period in 2008.  The decrease is primarily a result of lower
employee and facility-related costs due to our significant workforce reductions
and lower third-party costs for the further development of our lead compound,
ORE1001.  For 2009, we expect a significant decrease in research and
development expenses over 2008, primarily as a result of workforce
reductions.
 
 Selling, General and Administrative
Expense. Selling, general and administrative expenses, which now consist
primarily of accounting, legal, human resources and other general corporate
expenses, decreased to $2.0 million for the three months ended June 30, 2009
from $2.5 million for the same period in 2008 primarily as a result of lower
employee costs due to our significant workforce reductions, partially offset by
$0.7 million of facility-related lease abandonment costs (see Note
6).  For 2009, we expect a significant decrease in selling, general
and administrative expenses over 2008, primarily as a result of workforce
reductions.
  11.
 
 Net Interest Income. Net
interest income decreased to $0.1 million for the three months ended June 30,
2009 from $0.2 million for the same period in 2008, due to the decline in the
balance of our cash and cash equivalents and marketable securities
available-for-sale and a decrease in our rates of return on
investments.
 
 Six
Months Ended June 30, 2009 and 2008
 
 Revenue.  We had
less than $0.1 million of revenue for the six months ended June 30, 2009
compared to $1.8 million for the six months ended June 30,
2008.  During the six months ended June 30, 2008, our revenue resulted
primarily from a licensing agreement for certain technology unrelated to our
pharmaceutical asset management business.
 
 Research and Development
Expense. Research and development expenses, which now consist almost
entirely of costs associated with the further development of ORE1001, decreased
to $1.6 million for the six months ended June 30, 2009 from $6.2 million for the
same period in 2008.  The decrease is primarily a result of lower
employee and facility-related costs due to our significant workforce
reductions.
 
 Selling, General and Administrative
Expense. Selling, general and administrative expenses, which now consist
primarily of  accounting, legal, human resources and other general
corporate expenses, decreased to $4.3 million for the six months ended June 30,
2009 from $7.7 million for the same period in 2008 primarily as a result of
lower employee costs due to our significant workforce reductions, reduced
professional fees relating to strategic planning and the absence of $0.4 million
of expense related to the purchase of shares from a former director that
occurred in 2008, partially offset by $0.4 million in net facility-related lease
abandonment costs in 2009.
 
 Net Interest Income. Net
interest income decreased to $0.2 million for the six months ended June 30, 2009
from $0.5 million for the same period in 2008, due to the decline in the balance
of our cash and cash equivalents and marketable securities available-for-sale
and a decrease in our rates of return on investments.
 
 Liquidity
and Capital Resources
 
 Historically,
we have financed our operations through the issuance and sale of equity
securities, payments from customers and sales of parts of our business and
assets from time to time.  As of June 30, 2009, we had approximately
$4.6 million in cash and cash equivalents, compared to $10.8 million as of
December 31, 2008.
 
 Net cash
used in operating activities decreased to a negative $6.1 million for the six
months ended June 30, 2009 from a negative $12.5 million for the same period in
2008, primarily due to our reduced net loss for the six months ended June 30,
2009.  Based on current expectations of cash usage and collection of
outstanding notes, we presently anticipate that we will have sufficient cash to
operate through late 2010, including the costs of initiating and completing the
Phase Ib/IIa clinical trial for ORE1001, which is expected to begin in the
second half 2009 and to be completed in the third quarter of 2010.  We
currently expect our operating cash usage for the third quarter of 2009 to be
lower than that of the second quarter. We also expect our operating cash usage
for the fourth quarter of 2009 to be significantly lower than in the third
quarter.
 
 For the
six months ended June 30, 2009, our investing activities were not
significant.
 
 In
connection with the 2008 sale of DioGenix Inc. to Nerveda, Inc., the balance of
the purchase price is due pursuant to a $0.8 million interest bearing promissory
note, with receipt of two principal payments of $0.4 million plus interest due
December 2009 and June 2010, subject to acceleration in certain
events.
 
 In 2008,
we assigned our lease in Cambridge, Massachusetts, but remain liable under the
lease in the event of the assignee’s default.  The lease expires in
August 2013 and at June 30, 2009, the total remaining amounts due under the
lease for the balance of the term is $4.7 million.
 
 In
connection with the 2007 sale of our Genomics business to Ocimum, the balance of
the sales price is now due pursuant to a $3 million interest bearing promissory
note of which 50% was due August 1, 2009, and the remaining balance in September
2009.  To date, we have received payments from Ocimum of $1.5 million
under the note.
 
 In
connection with the 2006 sale of our Preclinical Division to Bridge
Pharmaceuticals, Inc. (“Bridge”), less than $0.1 million of the sales price
remains in escrow pending resolution between the parties.  We continue
to guarantee two leases now held by Bridge.  The leases expire in
February 2011 and December 2013 and at June 30, 2009, the total remaining
amounts due under the leases for the balance of the terms is $0.9 million and
$3.2 million, respectively.
 
 Our
financing activities for the six months ended June 30, 2008 consisted of the
purchase of shares from a former director for $3.0 million.
 
 In the
second quarter of 2009, we received a notice requiring repayment of all amounts
potentially due under a loan and a grant agreement with the State of Maryland
that total $0.7 million.  We have recorded the amounts due under the
loan and grant agreement within current portion of long-term debt and other
accrued expenses.  We are in discussions with the State of Maryland
concerning the terms of potential repayment of this amount.
 
 12.
  We believe
that existing cash and cash equivalents, the anticipated receipt of
approximately $2.3 million remaining principal relating to the promissory notes
from Ocimum and Nerveda and our ongoing realignment and cash conservations
efforts, will enable us to support our operations through late 2010, including
the costs of initiating and completing the Phase Ib/IIa clinical trial for
ORE1001, which is expected to be completed in the third quarter of
2010.  However, there can be no assurance that we will be successful
in our continuing realignment and cash conservation efforts, the full collection
of our outstanding notes receivable or, if necessary, attracting additional
financing to allow us to complete the clinical trial.  Furthermore,
there is no assurance if we complete our clinical trial, that the results will
be satisfactory or will enable us to successfully out-license our
compound.  If we are not successful in achieving our objectives, it
might be necessary to liquidate the Company in late 2010.  We
currently expect long-term support of our operations to come from possible
future financings and payments from commercial arrangements from our pipeline of
drug candidates.  These estimates are forward-looking statements that
involve risks and uncertainties.  Our actual future capital
requirements and the adequacy of our available funds will depend on those
factors discussed above and in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2008 under the section entitled “Risk Factors” and in
our subsequent filings with the SEC.
 
 Recently
Issued Accounting Pronouncements
 
 In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
"The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles, a replacement of FASB Statement No. 162" ("SFAS
168"), which establishes the FASB Accounting Standards Codification as the
source of authoritative accounting principles recognized by the FASB to be
applied in the preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP").  SFAS 168 explicitly
recognizes rules and interpretive releases of the SEC under federal securities
laws as authoritative GAAP for SEC registrants.  SFAS 168 is effective
for financial statements issued for interim and annual reporting periods ending
after September 15, 2009 (the quarter ending September 30, 2009 for the Company)
and will not have an impact on our final position or results of
operations.
 
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events," ("SFAS 165"), which
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before financial statements are issued
or are available to be issued.  SFAS 165 is effective for financial
statements issued for interim and annual reporting periods ending after June 15,
2009 (the quarter ending June 30, 2009 for the Company).  The adoption
of SFAS 165 did not have an impact on our financial position or results of
operations.
 
 In April
2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board ("APB")
Opinion No. 28-1, "Interim Disclosures about Fair Value of Financial
Instruments" ("FSP FAS 107-1" and "APB 28-1").  FSP FAS 107-1 and APB
28-1 amend SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," to require disclosures, in interim reporting periods and in
financial statements for annual reporting periods, regarding the fair value of
all financial instruments for which it is practicable to estimate that value,
whether recognized or not on the company's balance sheet.  FSP FAS
107-1 and APB 28-1 also amend FASB APB Opinion No. 28, "Interim Financial
Reporting," to require entities to disclose the methods and significant
assumptions used to estimate the fair value of financial instruments and
describe changes in methods and significant assumptions, in both interim and
annual financial statements.  FSP FAS 107-1 and APB 28-1 are effective
for interim reporting periods ending after June 15, 2009 (the quarter ending
June 30, 2009 for the Company).  While the adoption of FSP FAS 107-1
and APB 28-1 impacts our disclosures, it does not have an impact on our
financial position or results of operations.
 
 In April
2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments," which modify the recognition
requirements for other-than-temporary impairments of debt securities and
enhances existing disclosures with respect to other-than-temporary impairments
of debt and equity securities.  FSP SFAS 115-2 and SFAS 124-2 are
effective for interim and annual reporting periods ending after June 15, 2009
(the quarter ending June 30, 2009 for the Company).  The adoption of
FSP SFAS 115-2 and SFAS 124-2 had no impact on our financial position or results
of operations.
 
 In
February 2008, the FASB issued a one-year deferral for non-financial assets and
liabilities to comply with SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”).  We adopted SFAS No. 157 for
financial assets and liabilities effective January 1, 2008.  We
adopted SFAS No. 157 as it pertains to non-financial assets and
liabilities effective January 1, 2009 and the adoption had no impact on our
financial position or results of operations.
 
 In
December 2007, the FASB issued SFAS No. 141 Revised, “Business Combinations”
(“SFAS 141R”).  SFAS 141R requires an acquirer to determine the fair
value of the consideration exchanged as of the acquisition date (i.e. the date
the acquirer obtains control).  Previously, an acquisition was valued
as of the date the parties agreed upon the terms of the
transaction.  SFAS 141R also modifies, among other things, the
accounting for direct costs associated with an acquisition, contingencies
acquired and contingent consideration.  We adopted SFAS 141R effective
January 1, 2009 for business combinations occurring after the effective
date.
 
 In
December 2007, the FASB ratified Emerging Issues Task Force No. 07-1,
“Accounting for Collaborative Agreements” (“EITF 07-1”).  EITF 07-1
provides guidance regarding financial statement presentation and disclosure of
collaborative arrangements, as defined therein.  We adopted EITF 07-1
effective January 1, 2009 and the adoption had no impact on our financial
position or results of operations.
  13.
  Item
4.                      Controls
and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of June
30, 2009, under the supervision and with the participation of our management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), an evaluation was performed of the effectiveness of the design and
operation of our “disclosure controls and procedures” (“Disclosure
Controls”).  These are controls and procedures designed to reasonably
assure that information required to be disclosed in our reports filed under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act”), such as
this Form 10-Q, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.  Disclosure
Controls are also designed to reasonably assure that such information is
accumulated and communicated to our management, including the CEO and CFO as
appropriate, to allow timely decisions regarding required
disclosure.  Based on that evaluation, our CEO and CFO have concluded
that, as of June 30, 2009, our disclosure controls and procedures were effective
to provide reasonable assurance that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified by the SEC, and that material information relating to us
is made known to management, including the CEO and CFO, particularly during the
period when our periodic reports are being prepared.
 
 Our
management, including the CEO and CFO, does not expect that our Disclosure
Controls or our internal control over financial reporting will prevent or detect
all errors and all instances of fraud.  A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met.  The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake.  Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls.  The design of any system of
controls is based, in part, on certain assumptions about the likelihood of
future events and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions.  Projections of any evaluation of the effectiveness of
controls to future periods are subject to risks.  Over time, controls
may become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures.
 
 Changes
in Internal Control Over Financial Reporting
 
 There were
no changes in our internal controls over financial reporting during the second
quarter of 2009 that materially affected or are reasonably likely to materially
affect our internal controls over financial reporting.
 
 PART
II                                OTHER
INFORMATION
 
 Item
1.                      Legal
Proceedings
 
 We are not
currently a party to any material legal proceedings.
 
 Item
2.                     Unregistered
Sales of Equity Securities and Use of Proceeds
 
 None.
 
 Item
3.                      Defaults
Upon Senior Securities
 
 None.
 
 Item
4.                     Submission
of Matters to a Vote of Security Holders
 
 None.
 
 Item
5.                     Other
Information
 
 The Board
of Directors of the Company has determined that the Company's 2009 Annual
Meeting of Stockholders (the "2009 Annual Meeting") is currently anticipated to
be held on Tuesday, October 20, 2009 at 11:00 a.m. Eastern Daylight Time at the
Company’s offices located at One Main Street, Cambridge, MA
02142.  The record date for determining the stockholders entitled to
receive notice of, and to vote at, the 2009 Annual Meeting will be the close of
business on September 4, 2009.
 
 In order
to be considered timely, a stockholder proposal submitted in accordance with
Rule 14a-8 under the Exchange Act, for inclusion in our proxy materials for the
2009 Annual Meeting must have been received by our Corporate Secretary no later
than August 20, 2009.
  14.
  Proposals
shall be sent to our principal executive offices at 610 Professional Drive,
Suite 101, Gaithersburg, Maryland 20879, Attention: Benjamin L. Palleiko,
Corporate Secretary.
 
 Stockholders
also have the right under our Amended and Restated Bylaws (the "Bylaws") to
directly nominate director candidates and make other stockholder proposals by
following specified procedures.  For a stockholder proposal for the
2009 Annual Meeting that is not intended to be included in our proxy statement
under Rule 14a-8 of the Exchange Act, including director nominations, the
stockholder must (1) provide the information required by our Bylaws and (2) give
timely notice to our Corporate Secretary at the address above in accordance with
our Bylaws.  The notice must have been received by our Corporate
Secretary not earlier than the close of business on the 120th day prior to the
2009 Annual Meeting, or June 22, 2009, and not later than the close of business
on the 10th day following the day on which public announcement of the date of
the 2009 Annual Meeting is first made, or August 24, 2009.
 
 Item
6.                      Exhibits
  3.2
                  Bylaws
      of Ore Pharmaceuticals Inc., as amended. (1)10.6
                  Registrant’s
      1997 Non-Employee Directors’ Stock Option Plan, as
  amended.*10.55b
                  Amendment
      to Executive Severance Plan, effective April 30, 2009.10.111
                  Secured
      Note dated as of June 15, 2009 from Ocimum Biosolutions, Inc. and Ocimum
      Biosolutions India Limited to Registrant. (2)10.112
                  Security
      Agreement dated as of June 15, 2009 between Ocimum Biosolutions, Inc. and
      Registrant. (2)10.113
                  Unconditional
      Guaranty Agreement dated as of June 15, 2009 from Coramandel
      Infrastructure Private Limited in favor of Registrant.
  (2)*10.116
                  Consulting
      Agreement between Registrant and Michael J. Brennan, effective April 24,
      2009.10.117
                  Lease
      Agreement, dated June 9, 2009, between Registrant and RREEF America REIT
      II Corp. PPP.31
                  Certifications
      pursuant to Rule 13a-14(a)/15d-14(a).32
                  Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




*
      indicates management compensatory plan, contract or
      arrangement.(1)
                              Filed
      as an exhibit to Registrant’s Current Report on Form 8-K with respect to
      the Company’s amended Bylaws filed on May 28, 2009, and incorporated
      herein by reference.(2)
                              Filed
      as an exhibit to Registrant’s Current Report on Form 8-K with respect to
      the Company’s restructured Ocimum Biosolutions Inc. promissory note and
      related agreements filed on June 29, 2009, and incorporated herein by
      reference.




15.




SIGNATURES
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
  ORE
      PHARMACEUTICALS INC.Date:
                  August
      14, 2009
                  
                  
                  By:
                  
                  /s/ Benjamin L.
      PalleikoBenjamin
      L. PalleikoSenior
      Vice President andChief
      Financial Officer(Principal
      Financial and Accounting Officer)




16.