MANAGEMENT SERVICES AGREEMENT
BY AND BETWEEN
ORE PHARMACEUTICAL HOLDINGS, INC.,
P-VALUE CAPITAL MANAGEMENT, LLC
Dated April 14, 2010
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission
pursuant to the
Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
MANAGEMENT SERVICES AGREEMENT , (this “ Agreement ”), dated April 14, 2010 (the “
Execution Date ”) by and between Ore Pharmaceutical Holdings Inc., a Delaware corporation (the “
Company ”), and p-Value Capital Management LLC, a Delaware limited liability company (the “ Manager ”).
Each party hereto shall be referred to as, individually, a “ Party ” and, collectively, the “ Parties .”
WHEREAS , the Company has determined that it would be in its best interests to appoint a manager to
perform the Services described herein and have agreed, therefore, to appoint the Manager to perform such
WHEREAS , the Manager has agreed to act as manager and to perform the Services described herein
on the terms and subject to the conditions set forth herein.
NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:
Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the
respective meanings set forth in this Section 1.1, which meanings shall apply equally to the singular and plural
forms of the terms so defined and the words “herein,” “hereof” and “hereunder” and other words of simila