Exhibit
10.86a




FIRST AMENDMENT OF
LEASE
 
 THIS FIRST AMENDMENT OF LEASE
(“Amendment”) made and entered into this 28th day of February, 2008, by and
between THIRTY-EIGHT SIDNEY STREET LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord"), and ORE PHARMACEUTICALS INC. (f/k/a Gene Logic Inc.),
a Delaware corporation ("Tenant").
 
 WITNESSETH:
  WHEREAS, Landlord and Tenant entered
into a certain Lease dated July 30, 2004 (the “Lease") for certain office space,
containing approximately 19,093 square feet of rentable area, located on the
second (2nd) floor
of The Clark Building, 38 Sidney Street, Cambridge, Massachusetts, as more fully
set forth in the Lease (the "Original Premises"); and
  WHEREAS, the Lease is for a Term of
forty-eight (48) months and shall expire on August 31, 2008; and
  WHEREAS, Tenant has exercised the
extension option as set forth in Section 26 of the Lease; and
  WHEREAS, Landlord and Tenant agree to
extend the Term of the Lease (the “Extension”), and to otherwise modify the
Lease as set forth below.
  NOW THEREFORE, in consideration of the
mutual covenants herein set forth and other good and valuable consideration,
Landlord and Tenant hereby agree as follows:
  1.           In
connection with the Extension, Tenant shall perform certain improvements to the
Premises, as mutually agreed upon by Landlord and Tenant (the
“Improvements”).  Landlord shall provide to Tenant an allowance in
connection with the Improvements (“Leasehold Improvements Allowance”) in the
amount of One Hundred Ninety Thousand Dollars ($190,000.00).  The
Leasehold Improvements Allowance shall be paid and used in accordance with the
provisions of the Work Letter, attached as Exhibit A to this first amendment of
the Lease.




2.           The
Term of the Lease shall be extended for a period of five (5) years, commencing
September 1, 2008 and expiring August 31, 2013 (“Extension Term”).
  3.           During
the Extension Term, Tenant shall pay Annual Base Rent for the Premises, in
advance, on the first day of each and every calendar month, in the amounts set
for the below:
  Year
      1
                $53.00
      per rentable square foot, NNNYear
      2
                $54.00
      per rentable square foot, NNNYear
      3
                $55.00
      per rentable square foot, NNNYear
      4
                $56.00
      per rentable square foot, NNNYear
      5
                $57.00
      per rentable square foot,
NNN




4.           In
connection with the Extension and in addition to the Seventy Eight Thousand
Seven Hundred Fifty Eight and 63/100 ($78,758.63) security deposit currently
held by Landlord, Tenant shall deposit with Landlord an amount equal to Ninety
Six Thousand Two Hundred Sixty and 53/100 Dollars ($96,260.53), which sum
represents an additional security deposit (“Additional Deposit”) to be held by
Landlord in accordance with the provisions of Section 11.12 of the
Lease.   The Additional Deposit shall be paid by Tenant within
five (5) days of the full execution of this Amendment.
  5.           Landlord
and Tenant acknowledge that Meredith & Grew and Cushman & Wakefield
(collectively, “Acknowledged Broker”) are entitled to a fee for broker’s
services rendered in bringing together the parties to this
Lease.  Landlord shall be responsible for paying the reasonable fee
determined to be due and owing the Acknowledged Broker as a result of this
transaction.  Tenant warrants that it has had no dealings with any
broker or agent in connection with the Lease, other than the Acknowledged
Broker.  In the event Tenant has had any other dealings, Tenant
covenants and agrees to pay, and to hold harmless and indemnify Landlord from
and against any and all costs, expenses or liability for, any compensation,
commissions and charges claimed by any other broker or agent with respect to
this Lease or negotiation hereof (including, without limitation, the cost of
reasonable legal fees in connection therewith).
  6.           Except
as expressly modified herein, all other terms and conditions of the Lease shall
be unamended and remain in full force and effect.




IN WITNESS WHEREOF, the parties hereto
have executed this Amendment of Lease the day and year first written
above:




LANDLORD:THIRTY-EIGHT
      SIDNEY STREET limitedpartnershipBy:
              Forest
      City 38 Sidney Street, Inc., aMassachusetts
      corporationBy:  /s/
      Michael FarleyDate
      signed: March 4, 2008TENANT:ORE
      PHARMACEUTICALS INC.,a
      Delaware corporationBy:
      /s/ Philip L. Rohrer, Jr., Chief Financial OfficerDate
      signed: February 28, 2008







COMMONWEALTH
      OF MASSACHUSSETTS
            ))  SS:COUNTY
      OF MIDDLESEX
            )




BEFORE ME, a Notary Public in and for
said County and State, personally appeared the above named Thirty-Eight Sidney
Street limited partnership, by Forest City 38 Sidney Street, Inc., a
Massachusetts corporation, by Michael Farley, its Vice President, who
acknowledged that he did sign the foregoing instrument and that the same is his
free act and deed and the free act and deed of said partnership.
  IN TESTIMONY WHEREOF, I have hereunto
set my hand and official seal at Cambridge, Massachusetts, this 4 day of March,
2008.
  Notary
      Public




STATE
      OF MARYLAND
              ))SS:MONTGOMERY
      COUNTY
              )




BEFORE ME, a Notary Public in and for
said County and STATE, personally appeared the above named ORE PHARMACEUTICALS
INC., a Delaware corporation, by Philip L. Rohrer, Jr., its Chief Financial
Officer, who acknowledged that he did sign the foregoing instrument and that the
same is his free act and deed and the free act and deed of said
corporation.
  IN TESTIMONY WHEREOF, I have hereunto
set my hand and official seal at Gaithersburg, Maryland, this 28th day of
February, 2008.


Notary
      Public
  This
Instrument Prepared By:
 Rebecca E.
Ward, Esq.
 Terminal
Tower
 50 Public
Square, Suite 1360
 Cleveland,
OH  44113-2267
 (216)
621-6060