Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2008, Ore Pharmaceuticals Inc. (the "Company") sold to Nerveda Inc. the Company's wholly owned subsidiary, DioGenix, focused on molecular diagnostics, pursuant to a stock purchase agreement (the "Stock Purchase Agreement"). The purchase price for the stock was $1.25 million (the "Purchase Price"), consisting of $500,000 paid at closing and $750,000 payable pursuant to a promissory note from DioGenix with two principal payments of $375,000 each due on December 31, 2009 and June 30, 2010, respectively. Payments due under the note are subject to acceleration if DioGenix secures institutional investments or reaches a certain development milestone. The Note is secured by a lien on DioGenix assets. If DioGenix commercializes a diagnostic product or service for multiple sclerosis, DioGenix would pay Ore Pharmaceuticals a royalty equal to 3.5 percent of net sales of such tests and services, capped at an aggregate of $1.5 million. The Company and Nerveda have each agreed to indemnify each other for breach to any representation, warranty, covenant or obligation made pursuant to the Stock Purchase Agreement.

The above description of the Stock Purchase Agreement is qualified in its entirety by reference to the complete terms of the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 19, 2008, Larry Tiffany, a Senior Vice President of the Company, and President of the Company's wholly owned subsidiary, DioGenix, resigned as an officer and employee of the Company and DioGenix, effective as of September 14, 2008, in connection with the sale of DioGenix to Nerveda, as described in Item 1.01 above. In connection with his resignation, Mr. Tiffany waived the right to any further payments otherwise due under his existing employment agreement.

Item 8.01. Other Events.

On September 23, 2008, DioGenix issued a press release announcing the Stock Purchase Agreement. That press release is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit Number Description 10.104 Stock Purchase Agreement dated as of September 19, 2008 by and among Ore Pharmaceuticals Inc. and Nerveda, Inc. 99.1 Press Release issued by DioGenix Inc. dated September 23, 2008 with respect to the sale of DioGenix to Nerveda, Inc.

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