Exhibit
10.20




USEPARATION
AGREEMENT AND GENERAL RELEASE
 
 THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into
by and between Thomas Stankovich (“Employee”) and Response Genetics, Inc.
(“Employer”), and inures to the benefit of each of Employer’s current, former
and future parents, subsidiaries, related entities, employee benefit plans and
their fiduciaries, predecessors, successors, officers, directors, shareholders,
agents, attorneys, employees and assigns.
  URECITALS
 
 A.           Employee
was employed by Employer beginning on November 27, 2006.
  B.           Employee’s
employment with Employer ended effective April 2, 2010 (the “Separation
Date”).
  C.           Employee
and Employer (collectively, the “Parties”) wish permanently to resolve any and
all actual and/or potential disputes between them, including disputes arising
out of Employee’s employment with Employer or the cessation of that
employment.
  NOW,
THEREFORE, for and in consideration of the execution of this Agreement and the
mutual covenants contained in the following paragraphs, Employer and Employee
agree as follows:
  1.           UNo
Admission of LiabilityU.  The Parties agree
that neither this Agreement, nor performance of the acts required by it,
constitute an admission of liability, culpability, negligence or wrongdoing on
the part of anyone, and will not be construed for any purpose as an admission of
liability, culpability, negligence or wrongdoing by any party and/or by any
party’s current, former or future parents, subsidiaries, related entities,
predecessors, successors, officers, directors, shareholders, agents, employees
and assigns.
  2.           USeparation
BenefitUss. In consideration of the
releases granted by Employee herein, and other good and sufficient
consideration, Employer shall provide Employee with the following benefits
(together, the “Separation Benefits”).  First, the Company shall
provide Employee with a continuation of the contributory health benefits to
which he was entitled as of the Separation Date, through October 31,
2010.  Second, the Company hereby agrees that the remaining unvested
stock options granted to Employee on or about June 16, 2009 (the “2009 Stock
Option Grant”) shall all vest immediately and the entire 2009 Stock Option Grant
shall remain exercisable through April 2, 2011. All options held by
Employee, other than the 2009 Stock Option Grant, that remain unvested as of the
Separation Date shall have been forfeited by Employee as of the Separation Date,
and all such options that were vested as of the Separation Date shall remain
outstanding and exercisable through July 1, 2010. Employee acknowledges and
agrees that he is not otherwise entitled to the Separation
Benefits.
  3.           UWages and
Vacation Time PaidU.  Employee
acknowledges that he has been paid all wages by Employer, including pay for any
unused vacation accrued through the Termination Date, and that such receipt was
not conditioned upon the execution of this Agreement.
   
  4.           UProtection
of Confidential InformationU.  Employee
acknowledges that during the course of his employment, he had ongoing access and
exposure to, and obtained knowledge of Confidential Information belonging to
Employer.  For purposes of this Agreement, “Confidential Information”
means all information that has actual or potential economic value to Employer
from not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use.  Confidential Information
includes, among other things, any and all information disclosed to Employee or
known by Employee as a consequence of his employment with Employer that is not
generally available to the public (unless such information enters the public
domain and becomes available to the public through no fault on Employee’s part),
about Employer, its finances, operations, business programs, officers,
directors, partners, joint ventures, employees, contractors, vendors, suppliers,
processes, procedures manuals, computer programs, sales services, research
projects, product plans and pipelines, data, accounts, billing methods, pricing,
profit margins, sales, statistical data, business methods, systems, plans,
internal affairs, legal affairs, potential or existing reorganization plans,
Active Prospective Customers, Customers, transactions with Customers, lists of
Customers’ names and addresses, sales and marketing techniques, any and all
information entrusted to Employer by third parties and any and all information
defined as a “Trade Secret” under the Uniform Trade Secrets Act.  An
“Active Prospective Customer” means any Person (which includes an individual,
partnership, corporation or other entity) who or which (i) during the six
(6) months prior to the Effective Date of this Agreement, Employee contacted on
behalf of Employer for the purpose of soliciting such Person to become a client
or customer of Employer, or (ii) is listed as a potential client or
customer of Employer in any database or compilation belonging to Employer that
was used by Employee while employed by Employer.  Employee and
Employer agree that, without limiting the foregoing, the following are expressly
understood to be Confidential Information under this Agreement:
  (a)         any
information or documentation (including without limitation, policies, business
plans, training manuals) relating to Employer’s sales, marketing, cross-selling,
compensation, incentive, or personnel programs;
  (b)         the
identity of key contacts at any Customer, as well as the identity of any Active
Prospective Customer of Employer;
  (c)         the
specific mix and quantities of Employer’s product purchased by Customers or
expected to be purchased by Active Prospective Customers;
  (d)         internal
feedback from Customers and Active Prospective Customers (whether positive or
negative) regarding Employer’s products or services;
  (e)         Employer’s
operations manuals, pricing policies and related information, marketing manuals
and plans, business strategies, techniques and methods; and
  (f)         any
other information deemed to be “trade secret” under existing trade secret
law.
  Employee
agrees that he will not use, or willfully disclose to any Person, at any time,
any Confidential Information (determined as of the Effective Date of this
Agreement), except (a) with the prior written consent of Employer; or
(b) to the extent necessary to comply with law or a valid order of a court
of competent jurisdiction, in which case Employee shall notify Employer as
promptly as practicable (if possible, prior to making such
disclosure).  Employee also agrees to use reasonable efforts to
prevent such prohibited use by any other Person.
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  5.           UNon-Solicitation
and Non-InterferenceU.  Employee agrees
that for a period of twelve (12) months following the Effective Date hereof,
Employee shall not, directly or indirectly, interfere with Employer’s business
by: (i) inducing or attempting to induce any employee of Employer to end
his or her employment; (ii) inducing or attempting to induce a consultant,
independent contractor, licensee or other third party to sever any relationship
with Employer; (iii) assisting any other person, firm or entity in the
solicitation of any such employee, consultant, independent contractor, licensee
or third party; or (iv) disrupting or seeking to disrupt in any manner,
directly or indirectly, any contractual relationship then existing between
Employer and any Client or investor.
  6.           UEmployee’s
General ReleaseU.  In consideration
of the benefits provided under this Agreement, including without limitation the
Separation Benefit, Employee on his own individual behalf and on behalf of
his heirs, executors, administrators, assigns and successors, fully and
forever releases and discharges Employer and each of its current, former and
future parents, subsidiaries, related entities, employee benefit plans and their
fiduciaries, predecessors, successors, officers, directors, shareholders,
agents, employees and assigns (collectively, “Releasees”), with respect to any
and all claims, liabilities and causes of action, of every nature, kind and
description, in law, equity or otherwise, which have arisen, occurred or existed
at any time prior to the signing of this Agreement, arising out of, or in
connection with, or resulting from Employee’s employment with Employer, or the
cessation of that employment.
  7.           UWaiver of
Employment-Related ClaimsU.  Employee
understands and agrees that, with the exception of potential employment-related
claims identified below, he is waiving and releasing any and all rights or
remedies he may have had or now has to pursue against Employer or any of the
Releasees for any state or federal employment-related causes of action,
including without limitation, claims of wrongful discharge, breach of contract
(including stock option-related contracts and grants), breach of the covenant of
good faith and fair dealing, fraud, violation of public policy, defamation,
discrimination, personal injury, physical injury, emotional distress, claims
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans With Disabilities Act, the Federal Rehabilitation
Act, the Family and Medical Leave Act, the Health Insurance and Portability and
Accountability Act, the Equal Pay Act of 1963, and any other federal, state or
local laws and regulations relating to employment, conditions of employment
(including wage and hour laws) and/or employment
discrimination.  Claims not covered by Employee’s release are
(i) claims for unemployment insurance benefits, (ii) claims under
state Workers’ Compensation law (Employee represents, however, that he is not
aware of having sustained any work-related injuries), (iii) administrative
charges before the U.S. Equal Employment Opportunity Commission,
(iv) claims arising out of the breach of this Agreement, and
(v) claims challenging or seeking a determination in good faith of the
validity of this release or waiver under the Age Discrimination in Employment
Act (nor does this Agreement impose any condition precedent, penalty, or costs
for doing so).  Employee expressly acknowledges that Employer would
not enter into this Agreement but for the representation and warranty that
Employee is hereby releasing any and all claims of any nature whatsoever, known
or unknown, whether statutory or at common law, which Employee now has or could
assert directly or indirectly against any of the Releasees (other than as
expressly set forth herein).
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  8.           UWaiver of
Unknown ClaimsU.  Employee
expressly waives any and all statutory and/or common law rights he may have to
the effect that a General Release does not release unknown claims, including any
rights under Section 1542 of the Civil Code of the State of California, which
states as follows:
  “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”
  Employee
expressly agrees and understands that the Releases given by him pursuant to this
Agreement apply to all unknown, unsuspected and unanticipated claims,
liabilities and causes of action which may exist against Employer, or any of the
other Releasees.
  9.           UConsideration
PeriodU.This Agreement is
intended to release and discharge any claims by Employee under the Age
Discrimination and Employment Act.  To satisfy the requirements of the
Older Workers’ Benefit Protection Act, 29 U.S.C. section 626(f), the
Parties agree as follows:
  (a)         Employee
acknowledges that he has read and understands the terms of this
Agreement.
  (b)         Employee
acknowledges that he has been advised to consult with independent counsel
regarding this Agreement, and that he has received all counsel necessary to
willingly and knowingly enter into this Agreement.
  (c)         Employee
acknowledges that he has been given twenty-one (21) days to consider the terms
of this Agreement (the “Consideration Period”), has taken sufficient time to
consider whether to execute it, and has chosen to enter into this Agreement
knowingly and voluntarily.  If Employee does not present an executed
copy of this Agreement, including the Termination Certificate attached as
Exhibit A, to Employer’s President and Chief Executive Officer on or before the
expiration of the Consideration Period, this Agreement and the offer it contains
will lapse.
  (d)           For
seven (7) days following the execution of this Agreement (should he elect to
execute it), Employee may revoke this Agreement by delivering a written
revocation to Employer’s President and Chief Executive Officer.  This
Agreement shall not become effective until the eighth (8th) day after Employee
executes and does not revoke it (the “Effective Date”).  If Employee
either fails to sign the Agreement during the Consideration Period, or revokes
it prior to the Effective Date, she shall not receive the Separation Benefit
described herein.
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  10.           Non-disparagement.  The
Parties agree not to disparage the other in any manner likely to be harmful to
them or their business, business reputation or personal reputation; provided
that the Parties may respond accurately and fully to any question, inquiry or
request for information when required by legal process.
  11.           USeverabilityU.  The Parties agree
that if any provision of the releases given under this Agreement is found to be
unenforceable, it will not affect the enforceability of the remaining provisions
and the courts may enforce all remaining provisions to the extent permitted by
law.
  12.           Confidentiality
of Settlement.  The Parties
promise and agree that, unless compelled by legal process, they will not
disclose to others and will keep confidential both the fact of and the terms of
this settlement, including the Separation Benefit referred to in this Agreement,
except that they may disclose this information to attorneys, accountants and
other professional advisors to whom the disclosure is necessary to accomplish
the purposes for which they have consulted such professional
advisors.  Employee expressly promises and agrees that, unless
compelled by legal process, she will not disclose to any present or former
employees of Employer the fact or the terms of this Agreement.
  13.           UIntegrated
AgreementU.  The Parties
represent and warrant that they are not relying, and have not relied, upon any
representations or statements, verbal or written, made by any other with regard
to the facts involved in this controversy, or their rights (or asserted rights)
arising out of their alleged claims, or the execution and/or terms of this
Agreement, except as provided herein.  The Parties acknowledge that
this Agreement contains the entire agreement between the Parties concerning its
subject matter, and further acknowledge and agree that parol evidence shall not
be required to interpret the Parties’ intent.
  14.           UTax
Liability/IndemnificationU. Employee assumes full
responsibility for any and all taxes, interest and/or penalties that may
ultimately be assessed upon the Separation Benefit hereunder.  In the
event that any taxing authority seeks to collect taxes, interest and/or
penalties from Employer on the Separation Benefit conveyed to Employee under
this Agreement, Employee will hold Employer harmless from any and all claims for
such taxes, interest and/or penalties and will indemnify Employer against any
such claims.
  15.           UVoluntary
ExecutionU.  The Parties
acknowledge that they have read and understand this Agreement and that they sign
it voluntarily and without coercion.  The Parties further agree that
if any of the facts or matters upon which they relied in signing this Agreement
prove to be otherwise, this Agreement will nonetheless remain in full force and
effect.
  16.           UWaiver,
Amendment and ModificationU.  The Parties agree
that no waiver, amendment or modification of any of the terms of this Agreement
shall be effective unless in writing and signed by all parties affected by the
waiver, amendment or modification.  No waiver of any term, condition
or default of any term of this Agreement shall be construed as a waiver of any
other term, condition or default.
  17.           UChoice of
LawU. This Separation
Agreement shall be deemed to have been made in California, shall take effect as
an instrument under seal within California, and shall be governed by and
construed in accordance with the laws of the California, without giving effect
to conflict of law principles.  Employee agrees that any action,
demand, claim or counterclaim relating to the terms and provisions of this
Separation Agreement, or to its formation or breach, shall be commenced in
California in a court of competent jurisdiction, and Employee further
acknowledges that venue for such actions shall lie exclusively in California and
that material witnesses and documents would be located in
California.
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  18.           UCounterpartsU.  This Agreement
may be signed in counterparts and said counterparts shall be treated as though
signed as one document.
  
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  Dated: April 29,
      2010
                  /s/ Thomas
      StankovichThomas
      StankovichRESPONSE
      GENETICS, INC.Dated: April 29,
      2010
                  /s/ Kathleen
      DanenbergBy:  Kathleen
      DanenbergChief
      Executive Officer and
President
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