UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-K/A
 (Amendment
No. 1)
  ð           ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
fiscal year ended December 31, 2009
  ð           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
transition period from _____ to ______
  Commission
file number 0001124608
  RESPONSE
GENETICS, INC.
 (Name of
Small Business Issuer in Its Charter)
  Delaware
              
              2835
              
              11-3525548(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (Primary
      Standard Industrial
                Classification
      Code Number)
              
              (I.R.S.
      Employer
                Identification
      No.)
  1640
Marengo St., 6th Floor
 Los
Angeles, California 90033
 (323)
224-3900
 (Address
and Telephone Number of Principal Executive Offices)
 
 Securities registered under Section
12(b) of the Exchange Act:
 
 Title
      of each class
              Name
      of each exchange on which registeredCommon
      Stock, par value 0.01 per share
              Nasdaq
      Capital Market
 
 Securities
registered under Section 12(g) of the Exchange
Act:           None.
 
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ̈Nox
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes ̈Nox
  Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such report), and (2) has been subject to such filing requirements for
the past 90 days.  YesxNo ̈
  Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K.  ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange
Act.
  
  Large
      accelerated filer   ̈
                Accelerated
      filer   ̈Non-accelerated
      filer   ̈(Do not check if a smaller reporting Company)
                Small
      reporting company  x
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes ̈Nox
 
 The
aggregate market value of common stock held by non-affiliates of the registrant
was $6,628,244 as of June 30, 2009, the last business day of most recently
completed second fiscal quarter. Such aggregate market value was computed by
reference to the closing price of the common stock share as reported on the
Nasdaq Capital Market on June 30, 2009. For purposes of this calculation only,
the registrant has defined affiliates as all executive officers as of June 30,
2009 and any stockholder whose ownership exceeds 10% of the common stock
outstanding as of June 30, 2009.
 
 The
number of shares of the registrant’s common stock as of April 13, 2010 was
18,302,532.
  DOCUMENTS INCORPORATED BY
REFERENCE
  None.
  
  EXPLANATORY
NOTE
  Pursuant
to Rule 12b-15 of the Securities Exchange Act of 1934, Response Genetics, Inc.
(the “Company”) hereby amends its Annual Report on Form 10-K for the year ended
December 31, 2009 by adding the information required by Items 9, 10, 11, 12 and
13 of Part III relating to Directors, Executive Officers and Corporate
Governance, Executive Compensation, Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters, Certain Relationships and
Related Transactions, and Director Independence, and Principal Accounting Fees
and Services, respectively, because a definitive proxy statement containing such
information will not be filed within 120 days after the end of the fiscal year
covered by the original filing.  In order to preserve the nature and
character of the disclosures as originally filed, except as specifically
discussed in this Amendment No. 1 to the Annual Report on Form 10-K/A, no
attempt has been made to modify or update such disclosures for events which
occurred subsequent to the original filing on April 13,
2010.  Accordingly, this Amendment No. 1 to the Annual Report on Form
10-K/A should be read in conjunction with the Company’s subsequent filings with
the Securities and Exchange Commission (“SEC”).
 
 
 
 TABLE
      OF CONTENTS
              PagePART
      III.ITEM 9.
              Directors
      and Executive Officers and Corporate Governance
              1ITEM 10.
              Executive
      Compensation
              7ITEM 11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              12ITEM 12.
              Certain
      Relationships and Related Transactions and Director
      Independence
              14ITEM 13.
              Principal
      Accounting Fees and Services
              15Part
      IV.ITEM
      14.
              Exhibits
      and Financial Statement Schedules
              18
  
 
 PART
III
 
 ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
  The
following table sets forth certain information regarding our directors as of
April 30, 2010:
 
 Name
              
              Age
              
              Position
      Held with the CompanyTom
      DeMeester, M.D.
              
              72
              
              Chairman
      of the BoardKathleen
      Danenberg
              
              63
              
              Director,
      Chief Executive Officer and PresidentDavid
      M. Smith
              
              43
              
              Vice
      Chairman of the BoardGary
      D. Nusbaum
              
              43
              
              DirectorJohn
      C. Ferrara
              
              58
              
              DirectorMichael
      Serruya
              
              45
              
              DirectorKirk
      K. Calhoun
              
              66
              
              DirectorEdith
      P. Mitchell
              
              62
              
              Director
 
 The
following is a brief summary of the background of each of our directors. There
are no family relationships among any of the executive officers or
directors.
 
 Tom R. DeMeester,
M.D. has been the Chairman of our board of directors since March 2000.
Dr. DeMeester has been the Chairman Emeritus of the Department of Surgery and
Professor Emeritus of General and Cardiothoracic Surgery at the USC School of
Medicine since January 2009. From 1990 to 2009, Dr. DeMeester was the Chairman
of the Department of Surgery and Professor of General and Cardiothoracic Surgery
at the USC School of Medicine. From 1984 to 1990, Dr. DeMeester served as
Chairman and Professor of the Department of Surgery at Creighton University
School of Medicine. Dr. DeMeester received his M.D. from the University of
Michigan School of Medicine and a B.A. from Calvin College.
 
 Kathleen
Danenberg has been our Chief Executive Officer and President since 2002.
Prior to that, she served as our Vice President and Chief Scientific Officer
from December 2000 to December 2002. Ms. Danenberg has served as one of our
board members since March 2000. Ms. Danenberg began her career in molecular
research and developed broad expertise in a variety of areas and applications.
While at USC, Ms. Danenberg invented a breakthrough patented method to extract
RNA from formalin−fixed paraffin embedded tissue specimens which became the
basis for the establishment of Response Genetics, Inc. Prior to her work at USC,
Ms. Danenberg received her B.S. in biochemistry from the University of
Wisconsin. Ms. Danenberg has over 100 scientific publications to her
credit.
 
 David M.
Smith is a founder and has served as Vice Chairman and a Director of our
board of directors since December 1999. From 1998 until 2005, Mr. Smith was an
Executive Vice President and Director, and later, Chief Operating Officer of
CoolBrands International Inc. (TSE:COB.A), and from 1993 until 2006, he was a
Director, and later the Chairman and Chief Executive Officer, of Calip Dairies,
a privately held consumer products company. Mr. Smith was also the Chairman and
Chief Executive Officer of Hempstead Capital Corporation, a private holding
company, until it was acquired in 2006. Mr. Smith is currently the founder and
Managing Partner of Smith Global Ventures, a privately held venture firm. Mr.
Smith received a B.A. degree and graduated with honors from Boston
University.
 
 Gary D.
Nusbaum has served on our board of directors since August 24, 2007. From
1989−2002, Mr. Nusbaum was at the Private Equity firm Warburg Pincus, where he
was a Managing Director, and from 2003 until 2005, Mr. Nusbaum was a Managing
Director at Aetos Capital, an asset management firm. At Aetos Capital, Mr.
Nusbaum was the firm’s Chief Financial Officer, and also headed its private
equity business. In 2006, Mr.
 Nusbaum
joined Palladium Equity Partners, LLC, as a Managing Director. Mr. Nusbaum
received his Bachelor of Science in Economics and Master of Business
Administration degrees from The Wharton School of the University of
Pennsylvania. He has been a board member of several public and private
companies.
 
 John C.
Ferrara has served on our board of directors since April 4, 2008. Mr.
Ferrara was Chief Financial Officer of EDGAR® Online®,Inc. (NASDAQ: EDGR). Prior
to joining EDGAR® Online®, Inc., Mr. Ferrara served as Interim CFO to GAMCO
Investors, Inc., President of The LGL Group, Inc. and has held chief financial
officer positions at Space Holding Corporation, Golden Books Family
Entertainment and Renaissance
 Communications
Corporation. Since 1999, Mr. Ferrara has served on the Boards of Directors of
several public companies, including GAMCO Investors and Lynch Interactive. Mr.
Ferrara is currently serving on the Board of Voice of an Angel, Inc., a
non−profit organization. Mr. Ferrara holds a B.S. in Accounting from the
University of Maryland as well as an M.B.A. in Finance from Columbia
University.
 
 
 Michael
Serruya has served on our board of directors since March 2000. Since
February 2000, Mr. Serruya has been Chairman of Yogen Fruz World Wide
Incorporated, and from 1995 to February 2000 he was President, Chief Executive
Officer and Chairman of Yogen Fruz, a consumer products company. He is currently
on the board of directors of Jamba, Inc. (NASDAQ: JMBA). Mr. Serruya was also a
member of the Ontario Jobs and Investment Board, an Ontario government
organization. Mr. Serruya is currently the President and Chief Executive Officer
of CoolBrands International Inc. (TSE:COB.A). Mr. Serruya attended Ryerson
Polytechnical Institute.
 
 Kirk K.
Calhoun has served as a member of our board of directors since May 16,
2008. Mr. Calhoun joined Ernst & Young, LLP, a public accounting firm, in
1965 and served as a partner of the firm from 1975 until his retirement in 2002.
Mr. Calhoun is a Certified Public Accountant. He is currently on the board of
directors of Abraxis Bioscience, Inc. (NASDAQ: ABII), and has served on the
Board of Directors and Audit Committees of four other public companies in the
pharmaceutical industry up until the dates of their respective sales. Mr.
Calhoun received a B.S. in Accounting from the University of Southern
California.
 
 Edith P.
Mitchell, MD, FACP, joined as a member of our board of directors in
January 2010. Since 1995, Dr. Mitchell has been a Clinical Professor of Medicine
and Medical Oncology and Program Leader in Gastrointestinal Oncology at the
Jefferson Medical College. She is also Associate Director of Diversity and
Minority Programs for the Kimmel Cancer Center at Jefferson Medical College. She
is a Fellow of the American College of Physicians and a member of various
medical associations. She is also a member of the Easter Cooperative Oncology
Group (ECOG), including the GI Committee of ECOG and is Assistant to the ECOG
Group Chair for Special Populations. She has written over 100 articles, book
chapters, and abstracts. In addition to her medical achievements, Dr. Mitchell
is a retired Brigadier General from the Air National Guard. General Mitchell has
been awarded over fifteen service medals and ribbons. Dr. Mitchell was an intern
and resident at the Meharry Medical College and a fellow in Medical Oncology at
Georgetown University.
 
 Each of
David R. Gandara, M.D. and Hubertus Spieringsserved as directors of
the Company during the fiscal year-ended December 31, 2009. Dr. Gandara resigned
as director on January 19, 2010. Mr. Spierings  resigned as director
on February 8, 2010.
 
 The Board
of Directors has not yet determined the composition of the slate of
directors to be nominated at the 2010 Annual Stockholders Meeting.  The
Nominating and Governance Committee is currently assessing the particular
experience, qualifications, attributes and skills of all current directors in
light of all relevant facts and considerations, including the proposed slate of
directors set forth pursuant to the Preliminary Proxy Statement filed by Special
Situations Fund III QP, L.P., Special Situations Cayman Fund L.P. and Special
Situations Life Sciences Fund, L.P. (“SSF”) in connection with SSF’s proxy
solicitation regarding the election of directors of the Company.   At
the conclusion of this process, the Nominating and Governance Committee will
recommend to the full Board its proposed nominees and the full Board
will make a final determination of an appropriate slate of directors to be
nominated at the 2010 Annual Stockholders
Meeting.
 
 The
following table sets forth certain information regarding our named executive
officers as of December 31, 2009:
 
 Name
              
              Age
              
              Position
      Held with the CompanyKathleen
      Danenberg
              
              62
              
              President,
      Chief Executive OfficerThomas
      Stankovich
              
              49
              
              Vice
      President, Chief Financial Officer and SecretaryDenise
      McNairn
              
              42
              
              Vice
      President and General Counsel
 
 The
following is a brief summary of the background of each of our named executive
officers. There are no family relationships among any of the executive
officers.
 
 Kathleen
Danenberg has been our Chief Executive Officer and President since 2002.
Please see her biography in the section entitled “The Board of Directors”
above.
 
 
 Denise
McNairn has served as our Vice President and General Counsel in February
2007. Prior to joining us, from 2001 to 2007, Ms. McNairn was an attorney at
Kenyon & Kenyon LLP. Prior to working for Kenyon & Kenyon, Ms. McNairn
worked as a Technology Transfer Specialist at the National Cancer Institute
Technology Transfer Branch, where she began her career in drafting and
negotiating transactional agreements. Ms. McNairn received her B.S. from
Virginia Polytechnic Institute and State University, an M.S. from Johns Hopkins
University and her J.D. from the University of Maryland School of
Law.
 
 Thomas
Stankovich served as our Vice President, Chief Financial Officer and
Secretary from November 2006 until his resignation on April 2, 2010. Mr.
Stankovich gained financial and business experience over the past 23 years
working in both domestic and international operations with publicly−traded
companies in the pharmaceutical and biotechnology industries. Mr. Stankovich
most recently was Executive Vice President and Chief Financial officer at
Cobalis Corp. Nasdaq: CLSC) from December 2005 until he joined us. Subsequent to
Mr. Stankovich's departure from Cobalis in November, 2006, Cobalis declared
Chapter 11 bankruptcy in October, 2007. Prior to his position at Cobalis Corp.,
he worked at MP Biomedicals, LLC where he served as Senior Vice President and
Chief Financial Officer from July 2003 to December 2005. From January 2003
through July 2003 Mr. Stankovich worked as a financial consultant. He served as
Senior Vice President and Chief Financial Officer for Ribapharm, Inc. (NYSE:
RNA) from December 2001 to January 2003 (now part of Valeant Pharmaceuticals
International) (NYSE: VRX) where he helped complete an initial public offering
in April 2002. Since 1986, Mr. Stankovich has served in various executive
financial management positions for ICN Pharmaceuticals, Inc. (NYSE: ICN) (now
renamed Valeant Pharmaceuticals International) including Vice President, Chief
Financial Officer for ICN International A.G., and Vice President and Controller
for ICN Europe. Mr. Stankovich holds Bachelor of Science degrees in both
accounting and finance from California State University,
Northridge.
 
 Board
of Directors Meetings and Attendance
 
 Our board
of directors met ten times during the fiscal year ended December 31, 2009,
either in person or by teleconference. During 2009, each of our directors
attended at least 75% of the aggregate of the number of meetings of the Board
and of committees of the Board on which he served during fiscal 2009, with the
exception of Dr. Gandara who attended six of the ten Board meetings and all
three of the compensation committee meetings held in 2009.
 
 Our
corporate governance guidelines provide that directors are strongly encouraged
to attend the annual meeting of stockholders. Dr. DeMeester, Ms. Danenberg, Mr.
Calhoun, Mr. Ferrara, Mr. Nusbaum and Mr. Serruya attended the 2009 annual
meeting of our stockholders.
  Board Composition
  The Board
of Directors seeks to ensure that the Board is composed of members whose
particular experience, qualifications, attributes and skills, when taken
together, will allow the Board to satisfy its oversight responsibilities
effectively.
  How Directors are
Chosen
  The
Nominating and Governance Committee is responsible for assisting the Board in
identifying individuals qualified to become Board members and recommending
director nominees to the Board for each annual meeting of stockholders. It is
the Nominating and Governance Committee’s policy to consider candidates
recommended by stockholders, Company management or any other Board members. All
candidate recommendations submitted by stockholders will be considered in the
same manner and under the same process as any other candidate recommendations
submitted from other sources.
  The
Nominating and Governance Committee considers the qualifications of candidates
based upon its charter and the Company’s corporate governance guidelines. The
Nominating and Governance Committee selects individuals as director nominees who
have the highest personal and professional integrity, who have demonstrated
exceptional ability and judgment and who would be most effective, in conjunction
with the other members of the Board of Directors, in collectively serving the
long-term interests of the stockholders, and all other factors it considers
appropriate. The Nominating and Governance Committee does not have a formal
policy with regard to the consideration of diversity in identifying director
candidates.  However, the Nominating and Governance Committee believes
that having diversity amongst Board members enhances the Board’s ability to make
fully informed, comprehensive, decisions and demonstrates leadership with
respect to the Company’s initiatives to recruit and retain the best
employees.  As a result, the Nominating and Governance Committee
believes that the Board should be comprised of a well-balanced group of
individuals with diverse backgrounds, experiences, ages, races, genders and
national origins as well as differences of viewpoint, professional experience,
financial, business, academic, public sector and other and other expertise,
education, skill and other individual qualities and attributes that contribute
to board heterogeneity. The Nominating and Governance Committee has authority to
retain search firms to assist in identifying and evaluating director candidates
and to approve fees and retention terms for such advisors. After conducting an
initial evaluation of a candidate, the Nominating and Governance Committee will
interview that candidate if it believes the candidate might be suitable to be a
director and may also ask the candidate to meet with other directors and members
of management. If the Nominating and Governance Committee believes a candidate
would be a valuable addition to the Board, it will recommend to the full Board
that candidate’s election.
  
 Leadership
Structure
 
 The Board
does not have a prescribed policy on whether the roles of the Chairman of the
Board and the Chief Executive Officer should be separate or combined, but the
positions are currently held separately in recognition of the differences
between the two roles.  Dr. DeMeester serves as the Chairman of the
Board and Ms. Danenberg serves as the Chief Executive Officer and President. We
believe that having these positions currently held by separate persons is
beneficial to the Company in that it enhances the Board’s risk management and
oversight and provides greater checks and balances by not instilling too much
authority or power in one individual. In accordance with our Bylaws, the
Chairman is responsible for chairing Board meetings and setting the agenda for
these meetings. Each director also may suggest items for inclusion on the agenda
and may raise at any Board meeting subjects that are not on the agenda for that
meeting.
 
 Our Board
has three standing committees, each of which is comprised solely of independent
directors with a different committee chair, each as described
below.  In addition, in its discretion, the Board may authorize and
appoint special committees with such duties and powers deemed necessary and
appropriate by the Board.  For example, in connection with the
consideration of previous private placement financing transactions in 2009 and
2010, our Board formed Special Financing Committees authorized to make
recommendations to the Board with regards to financing alternatives and
proposals.  In addition, in response to recent proxy solicitations of
certain of our significant stockholders, the Board has formed a committee of
independent directors authorized to make recommendations to the Board regarding
any changes to the structure or composition to the Board of
Directors.  We believe that the separation of the Chairman and Chief
Executive Officer position, coupled with experienced independent directors,
separate committee chairs and special committee support where necessary,
provides an effective leadership structure for the Company.
 
 Oversight
of Risk Management
 
 It is
management’s responsibility to manage risk and bring to the Board’s attention
the most material risks to the company. It is the Board’s responsibility to
oversee management in this effort. The Board has oversight responsibility of the
processes established to report and monitor systems for material risks
applicable to the Company.  In exercising its oversight, the Board has
allocated some areas of focus to its committees and has retained areas of focus
for itself, as described below. The Audit Committee regularly reviews financial
risk, such as accounting, finance, internal controls other risk management
functions. The Nominating and Governance Committee considers risks related to
succession planning and oversees the appropriate allocation of responsibility
for risk oversight among the committees of the Board. The Compensation and
Benefits Committee considers risks related to the attraction and retention of
talent and risks relating to the design of compensation programs and
arrangements. The Compensation and Benefits Committee also reviews compensation
and benefits plans affecting employees in addition to those applicable to
executive officers. Oversight responsibility for compliance risk is shared among
the Board committees.  The full Board considers strategic risks and
opportunities and regularly receives detailed reports from the committees
regarding risk oversight in their areas of responsibility.
 
 
 Board
Committees
 
 In order
to fulfill its responsibilities, our board of directors has delegated certain
authority to its committees. There are three standing committees.
 
 A brief
description of each of the Board committees and their functions is described
below. Additional information about the committees can be found in the committee
charters, which are available on the Investor Relations section of our website
at www.responsegenetics.com. Printed copies of these charters or the Code may be
obtained without charge by writing to the Corporate Secretary.
 
 Our board
of directors has determined that all of the members of each of the board’s three
standing committees are independent as defined under the rules of the NASDAQ
Stock Market, including, in case of all members of the audit committee, the
independence requirements contemplated by Rule 10A−3 under the Securities and
Exchange Act of 1934.
 
 Audit
Committee
 
 Our audit
committee’s responsibilities include:
  •
                assisting
      the Board in monitoring the integrity of the financial statements of the
      Company and financial reporting procedures and the Company’s compliance
      with legal and regulatory
requirements;
 
 •
                approving
      and retaining the independent registered public accounting firm to conduct
      the annual audit of our books and records and informing the Board of any
      significant accounting matters, including accounting
    policies;
 
 •
                reviewing
      management’s accounting for the Company’s financial results and reviewing
      the timeliness and adequacy of the reporting of those results and related
      judgments;
 
 •
                reviewing
      the proposed scope and results of the
audit;
 
 •
                reviewing
      and pre−approving the independent registered public accounting firm’s
      audit and non−audit services
rendered;
 
 •
                approving
      the audit fees to be paid;
 
 •
                reviewing
      accounting and financial controls with the independent registered public
      accounting firm and our financial and accounting
  staff;
 
 •
                reviewing
      and approving transactions between us and our directors, officers and
      affiliates;
 
 •
                recognizing
      and preventing prohibited non−audit
services;
 
 •
                overseeing
      internal audit functions and inquiring into the audits of the Company’s
      books made internally and by outside independent registered public
      accounting firm;
 
 •
                reviewing
      the performance of the Audit
Committee;
 
 •
                establishing
      procedures for the receipt, retention and treatment of complaints relating
      to accounting, internal accounting controls, and for the confidential,
      anonymous submission by employees of concerns regarding accounting or
      auditing matters;
 
 •
                reviewing
      and reporting to the Board on the Company’s management of its financial
      resources; and
  
  •
                preparing
      the report of the audit committee that SEC rules require to be included in
      our annual meeting proxy
statement.
  The
members of our audit committee are Mr. Ferrara, Mr. Nusbaum and Mr. Calhoun. Mr.
Ferrara chairs the committee.  John C. Ferrara, the Chairman of the
Audit Committee, is an independent director who has been determined by our Board
of Directors to be an audit committee financial expert. Stockholders should
understand that this designation is a disclosure requirement of the SEC related
to Mr. Ferrara’s experience and understanding with respect to certain accounting
and auditing matters. The designation does not impose upon Mr. Ferrara any
duties, obligations or liability that are greater than are generally imposed on
him as a member of the Audit Committee and the Board of Directors, and his
designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other
member of the Audit Committee or the Board of Directors. Our audit committee met
twelve times during 2009.
 
 A copy of
the Audit Committee’s written charter is publicly available on our website at
www.responsegenetics.com.
 
 Compensation
Committee
 
 Our
compensation committee is composed of three members and is authorized
to:
  •
                review
      and recommend the compensation arrangements for management, including the
      compensation for our president and chief executive
  officer;
 
 •
                establish
      and review general compensation policies with the objective to attract and
      retain superior talent, to reward individual performance and to achieve
      our financial goals;
 
 •
                administer
      our stock incentive plans; and
 
 •
                prepare
      the report of the compensation committee that SEC rules require to be
      included in our annual meeting proxy
statement.
 The
Compensation Committee has adopted a combination of compensation elements in
order to further our compensation goals. The elements include: (i) base salary,
(ii) annual or other time or project based incentive compensation based upon
individual and corporate performance; and (iii) long−term incentive compensation
in the forms of equity participation. In furtherance of our compensation
objectives, the Compensation Committee also
 considers
publicly available compensation data for directors and management, provided by
our compensation consultant, Equilar, Inc. In addition, the Compensation
Committee considers the recommendation of our chief executive officer with
respect to the appropriate compensation of our other executive
officers.
 
 During
2009, Mr. Spierings, Mr. Calhoun and Dr. Gandara were members of our
compensation committee. Following the resignation of each of Mr. Spierings and
Dr. Gandara, the current members of our compensation committee are Mr. Calhoun,
Dr. Mitchell and Mr. Ferrara.  Our compensation committee met three
times during 2009. Mr. Calhoun chairs the committee.
 
 A copy of
the Compensation Committee’s written charter is publicly available on our
website at www.responsegenetics.com.
 
 Nominating
and Governance Committee
 
 Our
nominating and governance committee is composed of two members and is authorized
to:
  •
                seek
      and identify individuals qualified to become Board members, and reviews
      and recommends possible candidates for Board membership, taking into
      account such criteria as independence, skills, diversity, occupation and
      experience in the context of the needs of the
  Board;
 
 •
                review
      the structure of the Board, its committees and overall
    size;
  
  •
                recommend
      for Board approval assignments of Board members to committees and
      selection of Board committee
chairs;
 
 •
                oversee
      the implementation of the Code of Business Conduct and Ethics and monitors
      compliance with the Code;
 
 •
                determine
      a schedule for regular executive sessions of the Board in which
      non−management directors meet without management
      participation;
 
 •
                develop
      and recommend to the Board corporate governance principles applicable to
      our company;
 
 •
                oversee
      the process of succession planning for
  management;
  •
                review
      and maintain oversight of matters relating to the independence of Board
      and committee members;
 
 •
                review
      the performance of the nominating and governance committee;
      and
 
 •
                oversee
      the annual performance evaluation of the board of directors and
      management.
 The
members of our Nominating and Governance Committee are Mr. Nusbaum and Mr.
Ferrara. Mr. Nusbaum chairs the committee. Our nominating and governance
committee met six times during 2009.
 
 A copy of
the Nominating Committee’s written charter is publicly available on the
Company’s website at www.responsegenetics.com.
 
 Report
of Audit Committee
 
 The Audit
Committee of the Board of Directors, which consists entirely of directors who
meet the independence and experience requirements of The NASDAQ Stock Market,
has furnished the following report:
 
 The Audit
Committee assists the Board in overseeing and monitoring the integrity of our
financial reporting process, compliance with legal and regulatory requirements
and the quality of internal and external audit processes. This committee’s role
and responsibilities are set forth in our charter adopted by the Board, which is
available on our website at www.responsegenetics.com. This committee reviews and
reassesses our charter annually and recommends any changes to the Board for
approval. The Audit Committee is responsible for overseeing our overall
financial reporting process, and for the appointment, compensation, retention,
and oversight of the work of BDO Seidman LLP. In fulfilling its responsibilities
for the financial statements for fiscal year 2009, the Audit Committee took the
following actions:
 
 •
                Reviewed
      and discussed the audited financial statements for the fiscal year ended
      December 31, 2009 with management and BDO Seidman LLP, our independent
      registered public accounting
firm;
 
 •
                Discussed
      with BDO Seidman LLP the matters required to be discussed by Statement on
      Auditing Standards No. 90, as amended, as adopted by the Public Company
      Accounting Oversight Board in Rule 3200T, relating to the conduct of the
      audit; and
 
 •
                Received
      written disclosures and the letter from BDO Seidman LLP regarding its
      independence as required by Independence Standards Board Standard No. 1,
      as adopted by the Public Company Accounting Oversight Board in Rule 3600T.
      The Audit Committee further discussed with BDO Seidman LLP their
      independence. The Audit Committee also considered the status of pending
      litigation, taxation matters and other areas of oversight relating to the
      financial reporting and audit process that the committee determined
      appropriate.
 
 Based on
the Audit Committee’s review of the audited financial statements and discussions
with management and BDO Seidman LLP, the Audit Committee recommended to the
Board that the audited financial statements be included in our Annual Report on
Form 10−K for the fiscal year ended December 31, 2009 for filing with the
SEC.
  
  Members
of the Response Genetics, Inc.
 Audit
Committee on April 30, 2010
 John C.
Ferrara
 Gary D.
Nusbaum
 Kirk K.
Calhoun
  Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires the Company’s directors and executive officers, and any persons who own
more than ten percent of a registered class of the Company’s equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the
Company.  Directors, executive officers and greater than ten percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.  Based solely on its review of
the copies of such forms and written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors and executive officers have been complied with during 2009, except
for the Form 4’s required to be filed (i) for each of our named executive
officers with respect to the grant on June 16, 2009 of options to purchase
shares of our common stock at an exercise price of $1.35 as referenced in the
Outstanding Equity Awards table and (ii) for each director with respect to the
grant on June 16, 2009 of options to purchase 11,500 shares of our common stock
at an exercise price of $1.35 pursuant to the terms of our director compensation
policy, which Form 4’s will be filed promptly following the filing of this
Report on Form 10-K/A.
  
  ITEM
10. EXECUTIVE COMPENSATION
  EXECUTIVE
COMPENSATION
  The
following table shows the total compensation awarded to, earned by, or paid to
our Chief Executive Officer and our two next most highly compensated executive
officers (our “named executive officers”) during the last two completed fiscal
years.
 
 Summary
Compensation Table
 
 Name
      and Principal Position
              Year
              Salary
      ($)
              Bonus
                ($)
              Stock
      Options
                ($)
      (1)
              All
      Other Compensation
              TotalKathleen
      Danenberg
              2009
              $371,000
              $145,000
              50,582
              24,000(2)
              $590,582President
      & CEO
              2008
              $371,000
              0
              158,317
              18,027
              $567,344Thomas
      Stankovich
              2009
              $233,200
              0
              25,291
              $4,305(3)
              $262,796Vice
      President, Chief Financial Officer and Secretary
              2008
              $233,200
              0
              63,327
              $6,607
              $303,134Denise
      McNairn
              2009
              $238,500
              $80,000
              25,291
              0
              $343,791Vice
      President, General Counsel
              2008
              $238,500
              0
              63,327
              0
              $301,827
 
 (1) This
column represents the aggregate grant date fair value of stock options granted
to our named executive officers in each of 2009 and 2008, determined under FASB
ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the
calculation of these amounts are included in Note 8 to our financial statements
for the year ended December 31, 2009.
 
 (2) “All
Other Compensation” for the year ended December 31, 2009 includes amounts paid
to Ms. Danenberg pursuant to the monthly car and personal expense allowances
provided for under the terms of her Employment Agreement.
 
 (3) “All
Other Compensation” for the year ended December 31, 2009 includes amounts paid
to Mr. Stankovich pursuant to the Company’s 401(k) matching
program.
 
 The
Danenberg Employment Agreement
 
 We entered into an employment agreement
with Ms. Danenberg on October 26, 2006, which was subsequently amended on
December 14, 2006, and on May 29, 2007, pursuant to which she serves in the
positions of President and Chief Executive Officer. The agreement had an initial
term of three years and is now subject to automatic one-year renewal terms. Ms.
Danenberg is to receive an initial base salary of $350,000 per year, subject to
annual adjustments at the discretion of the Board. Ms. Danenberg also is
eligible to earn a minimum of 40% of her base salary as an annual bonus based
upon our meeting certain performance targets and her meeting personal objectives
as determined by our board of directors. Additionally, we will provide Ms.
Danenberg with a monthly allowance of $1,000 to cover miscellaneous personal
expenses and a $1,000 monthly automobile allowance. Ms. Danenberg will be eligible for
future option grants as approved by our board of directors. Furthermore, in the
event that Ms. Danenberg originates a contract between the Company and any third
party pursuant to which the Company is guaranteed an up-front cash payment of at
least $500,000, she will be paid a one-time bonus in an amount that will result
in an after-tax payment to her of 6% of such up-front cash
payment.  In addition, for each $5,000,000 of gross revenues
guarantees by such contract over its term, she will be paid an additional bonus
in an amount that will result in an after-tax payment to her of 4% of such
up-front cash payment (up to an aggregate of $500,000).
 
 In the
event that Ms. Danenberg’s employment is terminated by us without cause or by
her for good reason, each as defined under the agreement, we are obligated to
pay her severance equal to the greater of (a) one full year of base pay and
benefits and (b) the base pay and benefits for the remaining term of the
employment agreement. In addition, within forty-five days of her termination, we
are obligated to pay her the pro rata portion of the bonus earned as of her
termination date. In addition the portion of Ms. Danenberg’s options that are
vested as of the date of her termination shall be exercisable for one year from
the date of her termination. In the event that Ms. Danenberg’s employment is
terminated because of her death, or because of a disability as defined in the
employment agreement, Ms. Danenberg or her estate will be entitled to receive
the pro rata portion of the bonus earned as of her death or disability, and we
will provide to Ms. Danenberg and/or her heirs, as the case may be, benefits
coverage for a period of 12 months following the date of such death or
disability.
 
 
 In the
event a change in control occurs during Ms. Danenberg’s employment, she has
agreed not to resign her employment voluntarily for a period of six months
following the effective date of the change in control. If within such six-month
period she is terminated by us without cause or she resigns for good reason, in
addition to any other benefits to which she is entitled and provided she
executes a release of claims, Ms. Danenberg will be entitled to a lump sum
payment within forty-five days following such termination equal to one month of
base pay at her then-current annual rate for each month during such six-month
period for which she has yet to complete service to us at the time of such
termination. In addition, in the event that any payments or benefits received
under her agreement in connection with a change in control are considered excess
parachute payments subject to excise taxes under the Internal Revenue Code, Ms.
Danenberg will be entitled to be fully grossed up for 50% of the amount of such
excises taxes so imposed on her, up to a maximum of $100,000. The employment
agreement also places customary confidentiality, assignment of inventions, and
non-solicitation obligations on Ms. Danenberg.
 
 The
Stankovich Employment Agreement and Release
 
 We
entered into an employment agreement with Thomas Stankovich on October 25, 2006,
which was amended on May 29, 2007, pursuant to which he has served in the
positions of Vice President and Chief Financial Officer. The agreement had an
initial term of three years and was thereafter subject to automatic one-year
renewal terms. On March 23, 2010, Mr. Stankovich informed the Company of his
resignation as an officer and employee of the Company without good reason, as
defined in his employment agreement, effective April 2, 2010.
  In
connection with his resignation, Mr. Stankovich and the Company entered into a
Separation Agreement and General Release, pursuant to which Mr. Stankovich
agreed to a general release and waiver of claims against the
Company.  In consideration for his release and waiver of claims
against the Company, the Company agreed to provide Mr. Stankovich with
(i) continued health coverage at the active employee rate through October
31, 2010, (ii) full vesting in the unvested portion of his 2009 stock
option award (which covered an aggregate of 40,000 shares of our common stock
(of which 30,000 remained unvested as of his termination) at a purchase price of
$1.35 per share), and (iii) the extension of the term of his 2009 stock
option award through April 2, 2011.  All other unvested options held
by Mr. Stankovich upon his resignation were forfeited, and all other vested
options will remain exercisable through July 1, 2010.  A copy of Mr.
Stankovich’s Separation Agreement and General Release is attached hereto as
Exhibit 10.20.
 The
McNairn Employment Agreement
 
 We
entered into an employment agreement with Denise McNairn on February 20, 2007,
which was amended on May 29, 2007, pursuant to which she serves in the positions
of Vice President and General Counsel. The agreement had an initial term of
three years and is now subject to automatic one-year renewal terms. Ms. McNairn
is to receive an initial base salary of $225,000 per year. Ms. McNairn is also
eligible to earn an annual bonus of up to 35% of her base salary based upon our
meeting certain performance targets and her meeting personal objectives as
agreed upon with the CEO and approved by our board of directors.  The
employment agreement also places customary confidentiality, assignment of
inventions, and nonsolicitation obligations on Ms. McNairn.
  
 Outstanding
Equity Awards at Fiscal Year-End
 
 The
following table shows grants of stock options held by our named executive
officers on December 31, 2009.
 
 
 Name
              Grant
      Date
              Number
      of Securities Underlying Unexercised Options (#)
                Exercisable
              Number
      of Securities Underlying Unexercised Options (#)
                Unexercisable
              Options
                Exercise
                Price
                ($)
              Option
                Expiration
      DateKathleen
      Danenberg
              6/4/07(1)
              212,577
              —
              7.00
              6/4/176/17/08(2)
              5,031
              6,469
              3.15
              6/17/189/17/08(3)
              32,813
              42,187
              3.05
              9/17/186/16/09(4)
              20,000
              60,000
              1.35
              6/16/19Thomas
      Stankovich
              6/4/07(5)
              35,488
              35,488
              7.00
              6/4/179/17/08(6)
              13,125
              16,875
              3.05
              9/17/186/16/09(7)
              10,000
              30,000
              1.35
              6/16/19Denise
      McNairn
              6/4/07(8)
              35,639
              35,639
              7.00
              6/4/179/17/08(9)
              13,125
              16,875
              3.05
              9/17/186/16/09(10)
              10,000
              30,000
              1.35
              6/16/19
 
 (1)
Pursuant to her employment agreement, we granted Ms. Danenberg a non-qualified
stock option on the date of our initial public offering (the “IPO Date”)
under the 2006 Employee, Director and Consultant Stock Plan (the “Stock Plan”)
to purchase 212,577 shares of our common stock, which represented 3% of the
total shares of our common stock outstanding on October 26, 2006, on a fully
diluted basis, at an exercise price equal to $7.00, which was the initial public
offering price of our common stock (the “IPO Price”). These options vested over
the two-year period following the date of grant, and as such are fully vested
and exercisable.
 
 (2)
Pursuant to our director compensation policy, we granted Ms. Danenberg a
non-qualified stock option under the Stock Plan to purchase 11,500 shares of our
common stock at an exercise price equal to the fair market value of our common
stock on the date of grant,
vesting quarterly over the four-year period following the date of grant, subject
to continued service on the board of directors.
 
 (3) We
granted Ms. Danenberg a non-qualified stock option under the Stock Plan to
purchase 75,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of Ms.
Danenberg’s options vested immediately upon the issuance of the options and the
remainder shall vest in four equal installments on the first four anniversaries
of the date of grant.
 
 (4) We
granted Ms. Danenberg a non-qualified stock option under the Stock Plan to
purchase 80,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of Ms.
Danenberg’s options vested immediately upon the issuance of the options and the
remainder shall vest in four equal installments on the first four anniversaries
of the date of grant.
 
 (5)
Pursuant to his employment agreement, we granted Mr. Stankovich a non-qualified
stock option on the IPO Date under the Stock Plan to purchase 70,976 shares of
our common stock, which represented 1% of the number of the total shares of our
common stock outstanding on November 27, 2006, on a fully diluted basis, at an
exercise price equal to the IPO Price. These options were scheduled to vest in
equal annual amounts over the four-year period following the date of grant;
however, such options that remained unvested as of his resignation were
forfeited.
 
 (6) We
granted Mr. Stankovich a non-qualified stock option under the Stock Plan to
purchase 30,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of the
shares vested on the date of grant, and the remainder were scheduled to vest in
four equal installments on the first four anniversaries of the date of grant;
however, such options that remained unvested as of his resignation were
forfeited.
 
 (7) We
granted Mr. Stankovich a non-qualified stock option under the Stock Plan to
purchase 40,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of the
shares vested on the date of grant, and the remainder were scheduled to vest in
four equal installments on the first four anniversaries of the date of
grant.  Pursuant
to the terms of a Release Agreement approved by the Board of Directors on April
29, 2010, with respect to his resignation (the “Release Agreement”), in
consideration for a release of claims against the Company, the unvested portion
of Mr. Stankovich’s 2009 option award became fully vested and will remain
outstanding and exercisable until April 2, 2011.
 
 (8)
Pursuant to her employment agreement, we granted Ms. McNairn a non-qualified
stock option on the IPO Date under the Stock Plan to purchase 71,278 shares of
our common stock, which represented 1% of the total shares of our common stock
outstanding on February 20, 2007, on a fully diluted basis, at an exercise price
equal to the IPO Price. The shares vest in four equal installments on the first
four anniversaries of the date of grant. The options will vest immediately upon
a change in control.
 
 
 (9) We
granted Ms. McNairn a non-qualified stock option under the Stock Plan to
purchase 30,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of the
shares vested on the date of grant, and the remainder vest in four equal
installments on the first four anniversaries of the date of grant.
 
 (10) We
granted Ms. McNairn a non-qualified stock option under the Stock Plan to
purchase 40,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of grant. One quarter of the
shares vested on the date of grant, and the remainder vest in four equal
installments on the first four anniversaries of the date of grant.
 
 Director
Compensation
 
 The
following table shows the total compensation paid or accrued during the fiscal
year ended December 31, 2009 to each of our non-employee directors.
 
 Fees
      Earned $
                (1)
              Option
      Awards $
                (2)
              TotalGary
      D. Nusbaum (3)
              30,500
              9,735
              40,235John
      C. Ferrara (4)
              32,000
              9,735
              41,735Kirk.
      K. Calhoun (4)
              28,000
              9,735
              37,735David
      M. Smith (4)
              20,000
              9,735
              29,735Michael
      Serruya (4)
              20,000
              9,735
              29,735Tom
      DeMeester, M.D. (4)
              20,000
              9,735
              29,735Hubertus
      Spierings (3)
              26,000
              9,735
              35,735David.
      R. Gandara, M.D. (4)
              22,000
              9,735
              31,735
 
 (1) A full
description of all fees paid to our directors is provided below. The cash
portion of fees paid represent 100% of the annual retainer and 100% of the
committee meeting fees described below.
 
 (2) This
column represents the aggregate grant date fair value of stock options granted
to our directors in 2009, determined under FASB ASC Topic 718, Compensation —
Stock Compensation. Assumptions used in the calculation of these amounts are
included in Note 8 to our financial statements for the year ended December 31,
2009.
 
 (3) The
aggregate number of stock options outstanding for each of these directors as of
12/31/09 was 34,500.
 
 (4) The
aggregate number of stock options outstanding for each of these directors as of
12/31/09 was 23,000.
 
 On
February 12, 2008, the Compensation Committee of the Board of Directors revised
and adopted a director compensation policy. Under the terms of this policy, all
directors will receive the following:
 
 ·
              An
      annual retainer of $20,000 to be paid quarterly in arrears on the last day
      of the quarter;
 
 ·
              An
      annual grant of options to purchase 11,500 shares of our common stock at
      an exercise price equal to the fair market value of our common stock on
      the date of grant, vesting quarterly over the four-year period following
      the date of grant, subject to continued service on the board of
      directors;
 
 ·
              A
      per-meeting fee of $500 for each meeting of the audit committee, the
      compensation committee, and the nominating and governance committee of the
      board of directors attended, as applicable, either in person or
      telephonically; and
 
 ·
              A
      per-meeting fee of $750 for the Chairman of each of the committees for
      each committee meeting attended, either in person or
      telephonically.
 
 
 
 ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
  Equity
Compensation Plan Information
   The table
below sets forth certain information as of April 30, 2010 about the Company’s
Common Stock that may be issued upon the exercise of options and rights under
all of our existing equity compensation plans (shares in
thousands):
  
 Equity
      Compensation Plan InformationPlan
      Category
              Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
                (a)
              Weighted-average
      exercise price of outstanding options, warrants and rights
                (b)
              Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
                (c)Equity
      compensation plans approved by security holders
              1,890,567
              $5.21
              1,175,433Equity
      compensation plans not approved by security holders
              —
              —
              —Total
              1,890,567
              $5.21
              1,175,433
 
 
 
 Security Ownership of
Directors and Management and Certain Beneficial Owners
 
 The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 30, 2010 by each of our named
executive officers, each of our directors and director nominees, all of our
current directors and executive officers as a group and each person, entity or
group of affiliated person or entities known by us to own beneficially more than
5% of our common stock. Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with respect to the
securities. We deem shares of common stock that may be acquired by an individual
or group within 60 days of April 30, 2010 pursuant to the exercise of options or
warrants to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the
purpose of computing the
 percentage
ownership of any other person shown in the table. Except as indicated in
footnotes to this table, we believe that the stockholders named in this table
have sole voting and investment power with respect to all shares of common stock
shown to be beneficially owned by them based on information provided to us by
these stockholders. Percentage of ownership is based on 18,302,532 shares of
common stock outstanding on April 30, 2010.
 
 Name
      of Beneficial
      Owner
              Number
      of Shares Beneficially Owned
              Percentage
      Shares Beneficially OwnedDirectors
      and Executive OfficersDavid
      Smith
              1,394,854
      (2)
              7.6%Michael
      Serruya
              12,564
      (2)
              *Kathleen
      Danenberg
              712,248
      (1)
              3.9%Tom
      DeMeester
              381,470(2)
              2.1%Gary
      D. Nusbaum
              16,531
      (2)
              *John
      C. Ferrara
              8,625
      (2)
              *Kirk
      K. Calhoun
              8,625
      (2)
              *Denise
      McNairn
              84,083
      (2)
              *All
      current executive officers and directors
              2,619,000
              14.3%5%
      or More StockholdersClara
      Serruya
              1,728,656
      (3)
              9.4%Samuel
      Serruya
              1,728,656
      (4)
              9.4%AWM
      Investment Co, Inc.
              3,350,174
      (5)
              18.3%Lansdowne
      Partners Limited Partnership
              3,658,676
      (6)
              19.9%SRB
      Management, L.P.
              2,066,601
      (7)
              11.3%
 
 *
Indicates ownership of less than 1%.
 
 (1)
Includes of 426,108 shares of common stock jointly owned by Ms. Danenberg and
her husband, Peter Danenberg. Includes 286,140 shares of common stock issuable
upon the exercise of options within 60 days of April 30, 2010.
 
 (2)
Includes amounts for stock options that have vested or will vest within 60 days
of April 30, 2010.
 
 (3)
Includes 864,328 shares of common stock owned by her husband, Samuel Serruya, as
to which Mrs. Serruya disclaims beneficial
 ownership.
 
 (4)
Includes 864,328 shares of common stock owned by his wife, Clara Serruya, as to
which Mrs. Serruya disclaims beneficial ownership.
 
 (5)
According to Amendment No. 3 to the Schedule 13D filed by Austin W. Marxe and
David M. Greenhouse on February 18, 2010, Mr. Marxe and Mr. Greenhouse have
shared power to vote and dispose of or direct the disposition of 3,350,174
common shares. MGP Advisors Limited (“MGP”) is the general partner of the
Special Situations Fund III QP, L.P. (“QP”). AWM Investment Company, Inc.
(“AWM”) is the general partner of MGP, the general partner of and investment
adviser to the Special Situations Cayman Fund, L.P. (“Cayman”) and the
investment adviser to QP and the Special Situations Life Sciences Fund, L.P.
(“LS”). Austin W. Marxe and David M. Greenhouse are the principal owners of MGP
and AWM.  Through their control of MGP and AWM, Messrs. Marxe and
Greenhouse share voting and investment control over the portfolio securities of
each of the funds listed above, which include respectively 1,065,351 common
shares held by QP, 1,158,651 common shares held by Cayman, and 1,126,172 common
shares held by LS. The principal address for AWM Investment Co. is 527 Madison
Ave. #2600, New York, NY 10022.
 
 
 (6)
According to a Form 4 filed by Lansdowne Partners Limited Partnership on March
9, 2010, 3,658,676 common shares are held in the account of Lansdowne UK
Strategic Investment Master Fund Limited (the "Master Fund") and may be deemed
to be beneficially owned by Lansdowne Partners Limited Partnership by virtue of
its role as the investment advisor of the Master Fund.  Lansdowne
Partners Limited Partnership disclaims beneficial ownership of the reported
securities.  The principal address for Lansdowne Partners Limited
Partnership is 15 Davies Street, London, United Kingdom W1K 3AG.
 
 (7)
Includes 1,397,672 shares of common stock owned by SRB Greenway Opportunity
Fund, (QP), L.P. ("Greenway Opportunity QP"), 172,746 shares of common stock
owned by SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P."),
381,679 shares of common stock owned by Mr. Steven R. Becker and 114,504 shares
of common stock owned by Mr. Matthew A. Drapkin.  According to a Form
4 filed by SRB Management, L.P. on March 10, 2010, SRB Management, L.P. ("SRB
Management"), as the general partner of, and investment manager for, Greenway
Opportunity QP and Greenway Opportunity, L.P.; BC Advisors, LLC ("BCA"), as the
general partner of SRB Management; and Mr. Steven R. Becker and Mr. Matthew A.
Drapkin, as the sole members and co-managing members of BCA and limited partners
of SRB Management, may in each case be deemed to be beneficial owners of the
1,397,672 common shares directly beneficially owned by Greenway Opportunity QP
and the 172,746 common shares directly beneficially owned by Greenway
Opportunity L.P.  SRB Management, BCA, Greenway Opportunity QP,
Greenway Opportunity L.P., Mr. Becker and Mr. Drapkin disclaim any beneficial
ownership of any common stock referenced herein, other than shares of common
stock owned directly by them.  The principal address for SRB
Management is 300 Crescent Court, Suite 1100 Dallas, TX 75201.
 
 
 ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
 
 DIRECTOR
INDEPENDENCE
 
 Our Board
of Directors has reviewed the materiality of any relationship that each of our
directors has with Response Genetics, Inc., either directly or indirectly. Based
upon this review, our Board has determined that the following members of the
Board are “independent directors” as defined by The NASDAQ Stock Market: Gary D.
Nusbaum, John C. Ferrara, Kirk K. Calhoun and Edith P. Mitchell.
 
 On March
4, 2010, we received a notice of deficiency from the NASDAQ Capital Market
noting that the Company is no longer in compliance with NASDAQ Listing Rule
5605(b)(1), which requires the Company’s Board of Directors to be comprised of a
majority of independent directors. The non-compliance cited by NASDAQ is the
result of Mr. Hubertus Spierings’ resignation from the Company Board of
Directors, disclosed in a Report on Form 8-K issued by the Company on February
9, 2010.  NASDAQ Listing Rule 5605 provides a 180-day cure period, as it
applies in this case, for the Company to regain compliance with the independent
director requirement. The Company intends to take appropriate measures to regain
compliance prior to the expiration of the NASDAQ deadline on August 9,
2010.
 
 In the
course of our board of directors’ determination regarding the independence of
Gary Nusbaum in particular, the board of directors considered that a member of
his immediate family is partner and ex-chairman of a law firm which served as
the Company’s legal counsel on certain matters during the last fiscal year, and
it is anticipated the Company will continue the relationship with the firm in
this fiscal year. Our board of directors ultimately determined that Mr. Nusbaum
can be classified as an independent director based on the relative
insignificance of the Company’s annual legal fees paid to the law firm as a
percentage of such firm’s total annual revenue.
  RELATED
PARTY TRANSACTIONS
 
 The
following is a description of transactions that were entered into with our
executive officers, directors or 5% stockholders during the prior fiscal year.
We believe that all of the transactions described below were made on terms no
less favorable to us than could have been obtained from unaffiliated hired
parties. All future related party transactions will be approved by our audit
committee or a majority of our independent directors who do not have an nterest
in the transactions and who will have access, at our expense, to our or
independent legal counsel.
 
 Royalty
Payment Related to University of Southern California
 
 While
employed at USC, Kathleen Danenberg, our President, Chief Executive Officer and
a director, developed and patented (RGI−1). USC retains ownership of this patent
but has exclusively licensed this technology to us. In consideration for this
license, we are obligated to pay as royalties to USC a percentage of the net
sales of products or services using the technology, and to meet a certain
minimum in royalty payments. Pursuant to USC policy, the
 inventors
of technology owned by the University and then licensed for commercialization
are paid a portion of royalties received by the University from the licensed
technology. USC therefore pays a portion of royalties received from us to Ms.
Danenberg in recognition of her invention. Amounts paid to Ms. Danenberg by USC
amounted to $34,658 and $29,993 respectively, for the years ended December 31,
2007 and 2008, respectively.
  
 ITEM
13. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
  Policy
on Audit Committee Pre−Approval of Audit and Permissible
 Non−audit
Services of Independent Auditors
 
 Consistent
with SEC policies regarding auditor independence, the Audit Committee has
responsibility for appointing, setting compensation and overseeing the work of
the independent auditor. In recognition of this responsibility, the Audit
Committee has established a policy to pre−approve all audit and permissible
non−audit services provided by the independent auditor.
 
 Prior to
engagement of the independent auditor for the next year's audit, management will
submit an aggregate of services expected to be rendered during that year for
each of four categories of services to the Audit Committee for
approval.
 
 1.
              Audit
      services include audit work performed in the preparation of financial
      statements, as well as work that generally only the independent registered
      public accounting firm can reasonably be expected to provide, including
      comfort letters, statutory audits, and attest services and consultation
      regarding financial accounting and/or reporting
  standards.
 
 2.
              Audit−Related
      services are for assurance and related services that are traditionally
      performed by the independent registered public accounting firm, including
      due diligence related to mergers and acquisitions, employee benefit plan
      audits, and special procedures required to meet certain regulatory
      requirements.
 
 3.
              Tax
      services include all services performed by the independent auditor's tax
      personnel except those services specifically related to the audit of the
      financial statements, and includes fees in the areas of tax compliance,
      tax planning, and tax advice.
 
 4.
              Other
      Fees are those associated with services not captured in the other
      categories. The Company generally does not request such services from the
      independent auditor.
 
 Prior to
engagement, the Audit Committee pre−approves these services by category of
service. The fees are budgeted and the Audit Committee requires the independent
auditor and management to report actual fees versus the budget periodically
throughout the year by category of service.  During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre−approval.
In those instances, the Audit Committee requires specific pre−approval before
engaging the independent auditor.
 
 The Audit
Committee may delegate pre−approval authority to one or more of its members. The
member to whom such authority is delegated must  report, for
informational purposes only, any pre−approval decisions to the Audit Committee
at its next scheduled meeting.
 
 The
percentage of the hours expended on BDO Seidman LLP’s engagement to audit our
financial statements for the fiscal year ended December 31, 2009 that was
attributed to work performed by persons other than ’s full−time, permanent
employees was 0%.
 
 In the
event the stockholders fail to ratify the appointment, the Audit Committee will
consider whether or not to retain that firm. Even if the selection is ratified,
the Audit Committee in its discretion may direct the appointment of a different
independent registered public accounting firm at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
 
 The
affirmative vote of a majority of the shares cast affirmatively or negatively at
the annual meeting is required to ratify the appointment of the independent
public accountants.
 
 
  Change In
Accountant
   On July
14, 2009, the Company dismissed SingerLewak LLP as independent registered public
accounting firm for the Company. The decision to dismiss SingerLewak LLP was
approved by the Audit Committee.  Based on the recommendation of the
Audit Committee, the Company approved the decision to engage BDO Seidman, LLP as
its new principal independent registered public accounting firm and the change
in auditors became effective on July 17, 2009.
   Audit Services And
Fees
   The
professional services provided by BDO Seidman LLP and the aggregate fees for
those services rendered during the year ended December 31, 2009 were as
follows:
   2009
              2008Audit
      Fees
              $223,032
              —Audit
      Related Fees
              —
              —Tax
      Fees
              —
              —All
      Other Fees
              —
              —Total
              $223,032
              —
 
 The
professional services provided by SingerLewak LLP and the aggregate fees for
those services rendered during the years ended December 31, 2009 and 2008 were
as follows:
 
 2009
              2008Audit
      Fees
              $241,449
              $372,893Audit
      Related Fees
              —
              —Tax
      Fees
              —
              $102,850All
      Other Fees
              —
              $97,684Total
              $241,449
              $573,432
 
 
  Part
IV.
   Item
14. Exhibit, Financial Statement Schedules.
  10.20
              
              Separation
      Agreement and General Release, dated April 29, 2010, by and between
      Response Genetics, Inc. and Thomas Stankovich.31.1
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley
      Act of 2002.31.2
              
              Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
              
              Certification
      of Chief Executive Officer and Principal Financial Officer pursuant to
      Section 906
  
  SIGNATURES
 
 Pursuant
to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, on April 30, 2010.
  Response
      Genetics, Inc.Date:
      April 30, 2010
              
              /s/
      Kathleen DanenbergBy:
      Kathleen DanenbergPresident
      and Chief Executive Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on April 30, 2010.
  
 Signatures
              Title
              DateBy:
              /s/ Kathleen Danenberg
                Kathleen
      Danenberg
              President
      and Chief Executive Officer (principal executive officer) and
      Director
              April
      30, 2010By:
              /s/ Eric Alcorn
                Eric
      Alcorn
              Vice
      President Finance and Administration  (principal financial and
      accounting officer)
              April
      30, 2010By:
              Tom
      DeMeester, M.D.
              Chairman
      of the Board
              April
      30, 2010By:
              /s/ Gary D. Nusbaum
                Gary
      D. Nusbaum
              Director
              April
      30, 2010By:
              /s/ John C. Ferrara
                John
      C. Ferrara
              Director
              April
      30, 2010By:
              /s/ Michael Serruya
                Michael
      Serruya
              Director
              April
      30, 2010By:
              David
      M. Smith
              Director
              April
      30, 2010By:
              /s/ Kirk Calhoun
                Kirk
      Calhoun
              Director
              April
      30, 2010By:
              /s/ Edith P. Mitchell
                Edith
      P. Mitchell
              Director
              April
      30, 2010