Exhibit
10.6




Ore
Pharmaceuticals Inc.




1997
Non-employee Directors’ Stock Option Plan





Adopted
on September 29, 1997


Approved
by Stockholders on November 11, 1997


Corrected
by the Board of Directors September 9, 1998


Amended
by the Board of Directors March 19, 1999


Amendment
Approved by Stockholders June 8, 1999


Amended
by the Board of Directors March 21, 2002


Amendment
Approved by Stockholders June 6, 2002


Amended
by the Board of Directors April 21, 2005


Amendment
Approved by Stockholders June 2, 2005


Amended
by the Board of Directors June 2, 2005


Amended
by the Board of Directors June 9, 2009





1.  Purpose.




(a)  The
purpose of the 1997 Non-Employee Directors’ Stock Option Plan (the “Plan”) is to
provide a means by which each director of Ore Pharmaceuticals Inc. (the
“Company”) who is not otherwise at the time of grant an employee of the Company
or of any Affiliate of the Company (each such person being hereafter referred to
as a “Non-Employee Director”) will be given an opportunity to purchase stock of
the Company.




(b)  The word
“Affiliate” as used in the Plan means any parent corporation or subsidiary
corporation of the Company as those terms are defined in Sections 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended from time to
time (the “Code”).




(c)  The
Company, by means of the Plan, seeks to retain the services of persons now
serving as Non-Employee Directors of the Company, to secure and retain the
services of persons capable of serving in such capacity, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.




2.  Administration.




(a)  The Plan
shall be administered by the Board of Directors of the Company (the “Board”)
unless and until the Board delegates administration to a committee, as provided
in subparagraph 2(b).




(b)  The Board
may delegate administration of the Plan to a committee composed of two (2) or
more members of the Board (the “Committee”).  If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board.  The Board
may abolish the Committee at any time and revest in the Board the administration
of the Plan.









3.  Shares
Subject To The Plan.




(a)  Subject to
the provisions of paragraph 10 relating to adjustments upon changes in
stock, the stock that may be sold pursuant to options granted under the Plan
shall not exceed in the aggregate One Hundred Eighty Thousand (180,000) shares
of the Company’s common stock.  If any option granted under the Plan
shall for any reason expire or otherwise terminate without having been exercised
in full, the stock not purchased under such option shall again become available
for the Plan.




(b)  The stock
subject to the Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.




4.  Eligibility.




Options
shall be granted only to Non-Employee Directors of the Company.




5.  Non-Discretionary
Grants.




(a)           Each
person who is first elected or appointed to the Board as a Non-Employee Director
after the Adoption Date shall automatically be granted, on the date of such
initial election or appointment, an option to purchase six thousand (6,000)
shares of common stock of the Company on the terms and conditions set forth
herein (hereinafter, an “Initial Grant”).  Effective as of the date of
initial election or appointment of a Non-Employee Director as the Chairman of
the Board ("Non-Employee COB"), the Non-Employee COB shall automatically be
granted, on the date of such election or appointment, an option to purchase ten
thousand (10,000) shares of the common stock of the Company less, in the discretion of
the Board, any unvested shares under any previous stock option received
effective upon election or appointment as a Non-Employee Director under the
preceding sentence, plus in the case of the first
Non-Employee COB of the Company an additional two thousand (2,000) shares of
Company common stock in recognition of transitional duties and obligations to be
assumed (an "Initial COB Grant").  A person who is simultaneously
elected or appointed to the Board as a Non-Employee Director and as Chairman of
the Board shall receive only the Initial COB Grant and not the Initial
Grant.





(b)           Immediately
following each annual meeting of stockholders, each person who is then a
Non-Employee Director and who has continuously served as a Non-Employee Director
for the six (6)-month period prior to the date of the such annual meeting of
stockholders, shall automatically be granted, an option to purchase three
thousand (3,000) shares of common stock of the Company on the terms and
conditions set forth herein (hereinafter, an “Annual Grant”).  In the
case of a Non-Employee COB, instead of the Annual Grant provided in the
preceding sentence, immediately following each annual meeting of stockholders
the Non-Employee COB shall automatically be granted (regardless of whether the
Non-Employee COB has served as a Non-Employee Director for the six (6) month
period prior to the date of such annual meeting of stockholders) an option to
purchase four thousand (4,000) shares of common stock of the Company which shall
be subject to the same terms and conditions set forth herein as the Annual Grant
provided in the preceding sentence.










6.  Option
Provisions.




Each
option shall be subject to the following terms and conditions:




(a)           The
term of each option commences on the date it is granted and, unless sooner
terminated as set forth herein, expires on the date (“Expiration Date”) ten (10)
years from the date of grant.  If the optionee’s service as a
Non-Employee Director or employee of or consultant to the Company or any
Affiliate terminates for any reason or for no reason, the option shall terminate
on the earlier of the Expiration Date or the date twelve (12) months
following the date of termination of all such service; provided, however, that if
such termination of service is due to the optionee’s death, the option shall
terminate on the earlier of the Expiration Date or eighteen (18) months
following the date of the optionee’s death.  In any and all
circumstances, an option may be exercised following termination of the
optionee’s service as a Non-Employee Director or employee of or consultant to
the Company or any Affiliate only as to that number of shares as to which it was
exercisable as of the date of termination of all such service under the
provisions of subparagraph 6(e).  In no event will the options granted
to a Non-Employee COB under section 5 terminate if service as a Non-Employee COB
ceases, but service as a Non-Employee Director or employee of or consultant to
the Company or an Affiliate continues.





(b)           The
exercise price of each option shall be equal to one hundred percent (100%) of
the Fair Market Value of the stock (as such term is defined in subsection 9(e)
of this Plan) subject to such option on the date such option is
granted.





(c)           The
optionee may elect to make payment of the exercise price under one of the
following alternatives:





(i)  In cash
(or check) at the time of exercise;




(ii)           Provided
that at the time of the exercise the Company’s common stock is publicly traded
and quoted regularly in The
Wall Street Journal, payment by delivery of shares of common stock of the
Company already owned by the optionee, held for the period required to avoid a
charge to the Company’s reported earnings, and owned free and clear of any
liens, claims, encumbrances or security interest, which common stock shall be
valued at its Fair Market Value on the date immediately preceding the date of
exercise;





(iii)           Pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board which results in the receipt of cash (or check) by the Company either
prior to the issuance of shares of the Company’s common stock or pursuant to the
terms of irrevocable instructions issued by the optionee prior to the issuance
of shares of the Company’s common stock; or





(iv)           Payment
by a combination of the methods of payment specified in subparagraph 6(c)(i)
through 6(c)(iii) above.





(d)           An
option shall be transferable only to the extent specifically provided in the
option agreement; provided,
however, that if the option agreement does not specifically provide for
the transferability of an option, then the option shall not be transferable
except by will or by the laws of descent and distribution, or pursuant to a
qualified domestic relations order satisfying the requirements of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall
be exercisable during the lifetime of the person to whom the option is granted
only by such person (or by his guardian or legal representative) or transferee
pursuant to such an order.  Notwithstanding the foregoing, the
optionee may, by delivering written notice to the Company in a form satisfactory
to the Company, designate a third party who, in the event of the death of the
optionee, shall thereafter be entitled to exercise the option.








(e)           (i)           An
Initial Grant shall become exercisable in four (4) equal annual installments
measured from the date of grant, commencing on the one (1)-year anniversary of
the date of grant of the option, (ii) an Initial COB Grant shall become
exercisable in three (3) equal annual installments measured from the date of
grant, commencing on the one (1)-year anniversary of the date of grant of the
option, and (iii) an Annual Grant shall become exercisable one (1) year from the
date of grant, provided
that, with respect to any grant under the Plan, the optionee has, during
the entire period prior to such vesting installment date, continuously served as
a Non-Employee Director or employee of or consultant to the Company or any
Affiliate of the Company, whereupon such option shall become fully exercisable
in accordance with its terms with respect to that portion of the shares
represented by that installment.





(f)           The
Company may require any optionee, or any person to whom an option is transferred
under subparagraph 6(d), as a condition of exercising any such
option:  (i) to give written assurances satisfactory to the
Company as to the optionee’s knowledge and experience in financial and business
matters; and (ii) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the option for such
person’s own account and not with any present intention of selling or otherwise
distributing the stock.  These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (x) the issuance of
the shares upon the exercise of the option has been registered under a then
currently-effective registration statement under the Securities Act of 1933, as
amended (the “Securities Act”), or (y) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities
laws.  The Company may require any optionee to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities laws as a condition of granting an option to the optionee or
permitting the optionee to exercise the option.  The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to comply
with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.





(g)           Notwithstanding
anything to the contrary contained herein, an option may not be exercised unless
the shares issuable upon exercise of such option are then registered under the
Securities Act or, if such shares are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.





7.  Covenants
Of The Company.




(a)  During the
terms of the options granted under the Plan, the Company shall keep available at
all times the number of shares of stock required to satisfy such
options.




(b)  The
Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
shares of stock upon exercise of the options granted under the Plan; provided however, that this
undertaking shall not require the Company to register under the Securities Act
either the Plan, any option granted under the Plan, or any stock issued or
issuable pursuant to any such option.  If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency
the authority which counsel for the Company deems necessary for the lawful
issuance and sale of stock under the Plan, the Company shall be relieved from
any liability for failure to issue and sell stock upon exercise of such
options.









8.  Use
Of Proceeds From Stock.




Proceeds
from the sale of stock pursuant to options granted under the Plan shall
constitute general funds of the Company.




9.  Miscellaneous.




(a)  Neither an
optionee nor any person to whom an option is transferred under subparagraph 6(d)
shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares subject to such option unless and until such person
has satisfied all requirements for exercise of the option pursuant to its
terms.




(b)  Nothing in
the Plan or in any instrument executed pursuant thereto shall confer upon any
Non-Employee Director any right to continue in the service of the Company or any
Affiliate in any capacity or shall affect any right of the Company, its Board or
stockholders or any Affiliate, to remove any Non-Employee Director pursuant to
the Company’s Bylaws and the provisions of Delaware General Corporations
Law.




(c)  No
Non-Employee Director, individually or as a member of a group, and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any option reserved for the purposes of the Plan
except as to such shares of common stock, if any, as shall have been reserved
for him pursuant to an option granted to him.




(d)  In
connection with each option made pursuant to the Plan, it shall be a condition
precedent to the Company’s obligation to issue or transfer shares to a
Non-Employee Director, or to evidence the removal of any restrictions on
transfer, that such Non-Employee Director make arrangements satisfactory to the
Company to insure that the amount of any federal, state or local withholding tax
required to be withheld with respect to such sale or transfer, or such removal
or lapse, is made available to the Company for timely payment of such
tax.




(e)  As used in
this Plan, “Fair Market Value” means, as of any date, the value of the common
stock of the Company determined as follows:




(i)  If the
common stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap, the Fair Market Value of a share of common stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest volume of
trading in common stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable; or









(ii)  In the
absence of an established market for the common stock, the Fair Market Value
shall be determined in good faith by the Board.




10.  Adjustments
Upon Changes In Stock.




(a)  If any
change is made in the stock subject to the Plan, or subject to any option
granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan and outstanding options will be
appropriately adjusted in the class(es) and maximum number of shares subject to
the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding options.  Such adjustments shall be made by the
Board, the determination of which shall be final, binding and
conclusive.  (The conversion of any convertible securities of the
Company shall not be treated as a “transaction not involving the receipt of
consideration by the Company.”)




(b)  In the
event of: (1) a dissolution, liquidation, or sale of all or substantially all of
the assets of the Company; (2) a merger or consolidation in which the
Company is not the surviving corporation; (3) a reverse merger in which the
Company is the surviving corporation but the shares of the Company’s common
stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise; or (4) the acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
successor provisions (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or any Affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors, then to the extent not prohibited by
applicable law, the time during which options outstanding under the Plan may be
exercised, and the vesting of such options, shall be accelerated prior to such
event and the options terminated if not exercised after such acceleration and at
or prior to such event.  A transaction shall not be determined to have
occurred under this Section 10(b) if all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of (i) the then
outstanding common stock of the Company (“Outstanding Common") and (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors ("Outstanding Voting
Securities") immediately prior to such transaction beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such transaction (including, without
limitation, a corporation that as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same relative proportions as
their ownership, immediately prior to such transaction, of the Outstanding
Common and Outstanding Voting Securities, as the case may be.









11.  Amendment
Of The Plan.




(a)  The Board
at any time, and from time to time, may amend the Plan and/or some or all
outstanding options granted under the Plan.  However, except as
provided in paragraph 10 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the Plan to satisfy the
requirements of Rule 16b-3 promulgated under the Exchange Act or any Nasdaq or
securities exchange listing requirements.




(b)  Rights and
obligations under any option granted before any amendment of the Plan shall not
be impaired by such amendment unless (i) the Company requests the consent of the
person to whom the option was granted and (ii) such person consents in
writing.




(c)           Notwithstanding
Section 11(a) above, neither the Board nor the Committee shall have the
authority to modify options granted under the Plan in a manner that will have
the effect of repricing the stock options to a lower exercise price, to replace
or regrant outstanding options issued under the Plan through cancellation and
reissuance of options with a lower exercise price to the respective holders in
exchange for the cancelled options or to buyout for a payment in cash or cash
equivalents an option previously granted under the Plan, except (i) in
connection with a change in capitalization pursuant to Section 10 or (ii) with
stockholder approval.




12.  Termination
Or Suspension Of The Plan.




(a)  The Board
may suspend or terminate the Plan at any time.  Unless sooner
terminated, the Plan shall terminate on December 31, 2014.  No options
may be granted under the Plan while the Plan is suspended or after it is
terminated.




(b)  Rights and
obligations under any option granted while the Plan is in effect shall not be
impaired by suspension or termination of the Plan, except with the consent of
the person to whom the option was granted.




(c)  The Plan
shall terminate upon the occurrence of any of the events described in
Section 10(b) above.




13.  Effective
Date Of Plan; Conditions Of Exercise.




(a)  The Plan
shall become effective upon adoption by the Board (the “Adoption
Date”).




(b)  No option
granted under the Plan shall be exercised or become exercisable unless and until
the Plan is approved by the stockholders of the
Company.