UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


(Amendment No. 1)





x           ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2010





 ̈           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

(Primary Standard Industrial

(I.R.S. EmployerIncorporation or Organization)

Classification Code Number)

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  ̈ No x





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  ̈ No x





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.  Yes x No  ̈





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)
Smaller 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  ̈ No x





The aggregate market value of common stock held by non-affiliates of the registrant was $31,897,341.50 as of June 30, 2010, the last business day of the registrant’s most  recently completed second fiscal quarter. Such aggregate market value was computed by reference to the closing price of the common stock of $2.50 per share on the Nasdaq Capital Market on June 30, 2010.





The number of shares of the registrant’s common stock as of April 29, 2011 was 18,361,720.





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, 2010 by adding the information required by Items 10, 11, 12, 13 and 14 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 March 30, 2011.  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 10.
Directors and Executive Officers and Corporate Governance

1ITEM 11.
Executive Compensation

11ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

15ITEM 13.
Certain Relationships and Related Transactions and Director Independence

18ITEM 14.
Principal Accounting Fees and Services

19PART IV.ITEM 15.
Exhibits and Financial Statement Schedules

20









PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The following table sets forth certain information regarding our directors as of April 29, 2011:





Name

Age

Position Held with the CompanyKirk K. Calhoun

67

Chairman of the BoardKathleen Danenberg

64

Director, Chief Executive OfficerJan Fagerberg, M.D.

49

DirectorMichael Metzger

40

DirectorGary D. Nusbaum

44

DirectorMichael Serruya

46

DirectorDavid M. Smith

44

DirectorRichard van den Broek

45

DirectorDavid Wurzer

52

Director





The following is a brief summary of the background of each of our directors. Directors are elected by the shareholders at the annual shareholders’ meeting and serve until the next annual meeting or until their successors are elected and qualified.  There are no family relationships among any of the executive officers or directors.





Kirk K. Calhoun has served as a member of our Board since May 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 (non-practicing) with a background in auditing and accounting. He has served on the boards and audit committees of five public companies in the pharmaceutical industry up until the dates of their respective sales, including Abraxis Bioscience, Inc., Myogen, Inc., Aspreva Pharmaceuticals Company, Replidyne, Inc. and Adams Respiratory Therapeutics, Inc.  Mr. Calhoun received a B.S. in Accounting from the University of Southern California.





Mr. Calhoun brings to the Board experience and skills in finance, management and corporate governance, developed over his career in public accounting and through his service as an audit committee financial expert on various public company boards and his service as a director of other life sciences companies.





Kathleen Danenberg has been our Chief Executive Officer since 2002. Prior to that, she served as our President from 2002 until February 2011, and 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 the area of personalized medicine and commercial applications for the use of biomarkers in oncology. While conducting research at the University of Southern California, Ms. Danenberg co-invented a breakthrough patented method to extract RNA from formalin-fixed paraffin embedded tissue specimens which became the basis for the establishment of the Company.  Subsequently, in the early years at the Company, she led the development and validation of predictive biomarkers that are now products in our ResponseDXTM panels of oncology tests. Ms. Danenberg received her B.S. in biochemistry from the University of Wisconsin.




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In addition to her leadership skills as Chief Executive Officer of Response Genetics, Inc., Ms. Danenberg provides to the Board a unique and well-developed understanding of our company and our challenges and opportunities.  Ms. Danenberg has a deep understanding of our technology, operations, key clients and strategic partners, and competitive and regulatory environments, and is critical to our success.





Jan C. Fagerberg, M.D ., Ph.D.  has served as a member of our Board since December 2010 and is Senior Vice President and Chief Medical Officer of Micromet, Inc., a biopharmaceutical company developing novel treatments for cancer and inflammatory and autoimmune diseases, a position he has held since November 2009. Prior to joining Micromet, from 2006 until 2009 he was Medical Director at TopoTarget A/S, a company focused on the development and commercialization of improved treatments for cancer patients. From 2000 until 2006, he served in a number of capacities within F. Hoffman- La Roche, most recently as Therapeutic Area Expert (Oncology), a leadership position where he focused on global oncology drug development. Dr. Fagerberg received his M.D. and Ph.D. from the Karolinska Institute in Stockholm, Sweden and is board certified in Medical Oncology and Radiotherapy.





Dr. Fagerberg’s background in drug development at Roche brings to the Board substantial expertise that is relevant to our business model in this era of personalized medicine.  His medical, business and scientific expertise are important to the present and future needs of RGI as we engage in the co-development of companion diagnostics with the pharmaceutical industry.  Dr. Fagerberg has an extensive background in drug development in the United States and Europe, having served in key research and leadership positions at Roche, one of the world’s largest  biopharmaceutical companies.  He has also worked in hospital research institutions.





Michael A. Metzger has served as a member of our Board since 2010 and is Chief Operating Officer at Mersana Therapeutics, a biopharmaceutical company focused on pharmaceutical development, a position he has held since April 2011. Prior to joining Mersana, since 2006, he was a Senior Director, Business Development at Forest Laboratories, Inc., a company focused on pharmaceutical development, where he also served as the head of the Mergers & Acquisitions practice. Prior to 2006, Mr. Metzger was Vice President Corporate Development at Onconova Therapeutics, Inc., a clinical stage biopharmaceutical company focused on novel discovery and development of oncology compounds, from 2001 until 2006. Mr. Metzger was Managing Director at Mesa Partners, Inc., from 1997 to 2001. In addition, Mr. Metzger has served as a director of various life sciences companies. Mr. Metzger holds a B.A. from George Washington University and an M.B.A. from the New York University Stern School of Business.





Mr. Metzger brings to the Board financial and business expertise directly related to the growth and development of life sciences companies like RGI, most significantly through his background in business strategy and development, and licensing and mergers and acquisitions activity, in the life sciences and pharmaceutical industry. Currently, growth is achieved by licensing and acquisition of relevant technologies as well as through in-house development. Mr. Metzger’s experience in this area is important to the Board’s ability to oversee our growth in both the diagnostic and pharmaceutical partnership sectors of our business.




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Gary D. Nusbaum has served on our Board since August 2007. From 1989 until 2002, Mr. Nusbaum was at the private equity firm Warburg Pincus, where he was a Managing Director, and from 2003 until 2005, Mr. Nusbaum served as 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.  From 2006 until 2010, Mr. Nusbaum was a Managing Director at Palladium Equity Partners, LLC, a private investment firm. Mr. Nusbaum received both his B.S. in Economics and M.B.A. from The Wharton School of the University of Pennsylvania. He has served as a board member of several public and private companies.





Mr. Nusbaum’s broad experience in corporate financings, mergers and acquisitions and corporate governance, developed over more than 20 years in the private equity industry and service on the boards of directors of private equity portfolio companies, brings to the Board important skills and strategic insights for the development and management of our business.





Michael Serruya has served on our Board since March 2000. Since February 2000, Mr. Serruya has been Chairman of Yogen Fruz World Wide Incorporated, a consumer products company and from 1995 to February 2000 he was President, Chief Executive Officer and Chairman of Yogen Fruz.  He is currently on the board of directors of Jamba, Inc. (NASDAQ: JMBA), the holding company of Jamba Juice Company, which is a restaurant retailer of food and beverage offerings and owns and franchises Jamba Juice stores. 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), a company which manufactures and markets frozen novelties, frozen yogurt, ice cream and sorbet products. Mr. Serruya attended Ryerson Polytechnical Institute.





Mr. Serruya’s business experience, including a diversified background as an executive and in operational roles in both public and private companies, and as a board member of several public companies, give him a breadth of knowledge and valuable understanding of our business.  As a member of a family that collectively owns approximately 9.4% of our common stock, Mr. Serruya brings to the Board the perspective of a significant stockholder.





David M. Smith is a founder and has served as Vice Chairman and a Director of our Board 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.





Mr. Smith has experience as a director of public and privately held companies and significant leadership in the life science industry, having been a co-founder of the Company.  He also brings extensive management experience in a broad array of diverse businesses, and as a member of a family that collectively owns approximately 10.5% of our common stock, Mr. Smith brings to the Board the perspective of a significant stockholder.





Richard van den Broekhas served as a member of our Board since December 2010 and has served as the Managing Partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry since 2004. Mr. van den Broek, previously, was a Partner at Cooper Hill Partners, LLC, an investment fund primarily focused on the healthcare sector for the period of 2000 through 2003. Mr. van den Broek serves on the board of directors of Strategic Diagnostic Inc. and is a member of its audit committee. Mr. van den Broek also serves as a director of the board of directors of Pharmaxis Ltd (in Australia) and Pharmacyclics, Inc. and is a member of the Pharmacyclics’ audit committee.





Mr. van den Broek’s business and investment experience in the biotechnology industry is valuable to the Board and the Company, given the focus on growth and creating partnerships in various sectors.  In addition, Mr. van den Broek added relevant experience as a Board member, due to his public company Board service on both diagnostics and pharmaceutical companies.





David M. Wurzer has served as a member of our Board since December 2010 and has served as Managing Director, Investments at Connecticut Innovations (“CI”), a quasi−public authority responsible for technology investing and innovation development since November 2009, where he is responsible for sourcing and analyzing investment opportunities. Prior to joining CI, Mr. Wurzer was a consultant from January 2008 through November 2009 and served as Executive Vice President, Treasurer and Chief Financial Officer of CuraGen Corporation of Branford, Connecticut, from September 1997 through December 2007. From February 1994 until September 1997, Mr. Wurzer served as the Senior Vice President, Treasurer and Chief Financial Officer at Value Health, Inc.  Mr. Wurzer is currently a member of the board of directors of Strategic Diagnostics Inc. since February 2010 and of DUSA Pharmaceuticals Inc. since July 2010.  Mrs. Wurzer is currently a member of the board of directors of four privately held companies, including Axerion Therapetuics, Inc., CyVek, Inc., Post-N-Track Corporation and Semantifi, Inc., and a not-for-profit theatre management company Playhouse Theatre Group, Inc. Mr. Wurzer previously served on the 454 Life Sciences board of directors from June 2000 through May 2007.




- 3 -




Mr. Wurzer has valuable experience as a director of diagnostics and life sciences companies which we believe is beneficial as a Board member of our Company.  He has over thirty years of financial experience with growth-oriented companies, including direct involvement with raising capital, strategic transactions and mergers and acquisitions, for both start-up companies and publicly-held entities. This experience, coupled with his business and development background, supplements the Board and aid in its continued focus on, and oversight of, Company growth.





Each of David R. Gandara, M.D., Hubertus Spierings, John Ferrara, Edith P. Mitchell, M.D., and Tom DeMeester, M.D. served as directors of the Company during the fiscal year-ended December 31, 2010. Dr. Gandara resigned as director on January 19, 2010. Mr. Spierings resigned as director on February 8, 2010. Dr. DeMeester, Mr. Ferrara and Dr. Mitchell did not stand for re-election at the annual shareholders meeting.





The Board of Directors has not yet determined the composition of the slate of directors to be nominated at the 2011 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.   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 2011 Annual Stockholders Meeting.





The following table sets forth certain information regarding our named executive officers as of December 31, 2010:





Name

Age

Position Held with the CompanyKathleen Danenberg

63

President, Chief Executive OfficerDavid O’Toole

52

Vice President, Chief Financial OfficerDenise McNairn

43

Vice President, General Counsel and Secretary





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.




- 4 -




David O’Toole has served as our Vice President and Chief Financial Officer since May 2010.  Prior to joining us, from 2008 to 2009, Mr. O’Toole served as Executive Vice President and Chief Financial Officer of Abraxis Bioscience, a fully integrated biotechnology company.  As Chief Financial Officer of Abraxis, Mr. O’Toole was responsible for, and was a key participant in, that company’s shareholder communications function. Prior to his experience with Abraxis, Mr. O’Toole spent sixteen years with Deloitte & Touche serving as Partner and working with many large multinational corporations and financial institutions.  During his last ten years working in public accounting, his industry focus was in Life Science and Biotech. Mr. O’Toole received his B.S. in Accounting from the University of Arizona.





Denise McNairn has served as our Vice President and General Counsel since February 2007.  Ms. McNairn was appointed by the Board as the Company’s Secretary in July of 2010.  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.





Board of Directors Meetings and Attendance





Our board of directors met eleven times during the fiscal year ended December 31, 2010, either in person or by teleconference. During 2010, 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 or she served during fiscal 2010, with the exception of Dr. Mitchell who attended four of the nine Board meetings held during the time she served on the Board and two of the compensation committee meetings held in 2010.





Our corporate governance guidelines provide that directors are strongly encouraged to attend the annual meeting of stockholders. Mr. Calhoun, Mrs. Danenberg, Dr. Fagerberg, Mr. Metzger, Mr. Nusbaum, Mr. Serruya, and Mr. Wurzer attended the 2010 annual meeting of our stockholders as either Directors or Director Nominees.





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.




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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.  Mr. Calhoun serves as the Chairman of the Board and Mrs. Danenberg serves as the Chief Executive Officer. 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 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 proxy solicitations of certain of our significant stockholders, the Board had 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 Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements. The Compensation 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.




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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




- 7 -




•
preparing the report of the audit committee that SEC rules require to be included in our annual meeting proxy statement.





Until December 1, 2010, the members of our audit committee included Mr. Calhoun, Mr. Ferrara, and Mr. Nusbaum.  The current members of our audit committee are Mr. Calhoun, Mr. Nusbaum and Mr. Wurzer. Mr. Calhoun chairs the committee.  Kirk Calhoun, 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. Calhoun’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Calhoun 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 nine times during 2010.





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 incentive bonus 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, Vivient Consulting LLC. In addition, the Compensation Committee considers the recommendation of our chief executive officer with respect to the appropriate compensation of our other executive officers.





Until December 1, 2010, the members of our compensation committee included Mr. Calhoun, Dr. Mitchell and Mr. Ferrara.  Our compensation committee met five times during 2010. Mr. Calhoun chaired the committee through December 1, 2010. Following the December 1, 2010 annual shareholders meeting, the current members of our compensation committee are Mr. Calhoun, Dr. Fagerberg, and Mr. Wurzer. Mr. Wurzer 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;




- 8 -




•
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.





Until the December 1, 2010 annual shareholders meeting, the members of our Nominating and Governance Committee were Mr. Nusbaum and Mr. Ferrara. The current members of the nominating and governance committee are Mr. Metzger, Mr. Nusbaum, and Mr. van den Broek. Mr. Nusbaum chairs the committee. Our nominating and governance committee met twelve times during 2010.





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 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 USA, LLP. In fulfilling its responsibilities for the financial statements for fiscal year 2010, the Audit Committee took the following actions:





•
Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2010 with management and BDO USA, LLP, our independent registered public accounting firm;





•
Discussed with BDO USA, 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 USA, 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 USA, 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 USA, 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, 2010 for filing with the SEC.




- 9 -




Members of the Response Genetics, Inc.


Audit Committee on March  30, 2011


Kirk K. Calhoun


Gary Nusbaum


David Wurzer





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 2010.




- 10 -




ITEM 11. 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

2010

$
400,000


$
186,600



144,000


$
24,000


$
754,600President & CEO

2009

$
371,000


$
145,000



50,582


$
24,000


$
590,582Denise McNairn

2010

$
255,000


$
110,000



72,000


$
0


$
437,000Vice President, General Counsel

2009

$
238,500


$
80,000



25,291


$
0


$
343,791David O’TooleVice President, Chief Financial Officer

2010

$
157,000


$
100,000



180,000


$
3,236


$
440,236





(1) This column represents the aggregate grant date fair value of stock options granted to our named executive officers in each of 2010 and 2009, determined under FASB ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts for 2010 are included in Note 7 to our financial statements for the year ended December 31, 2010.





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.




- 11 -




The O’Toole Employment Agreement





We entered into an employment agreement with David O’Toole dated as of May 3, 2010, pursuant to which he serves in the positions of Vice President and Chief Financial Officer. The agreement had an initial term of one year and is now subject to automatic one-year renewal terms. Mr. O’Toole is to receive an initial base salary of $255,000 per year. Mr. O’Toole is also eligible to earn an annual bonus of up to 35% of his base salary based upon our meeting certain performance targets and his meeting personal objectives as agreed upon with the CEO and approved by our Board.  Mr. O’Toole’s agreement also provides for change in control benefits consisting of a cash payment that is equivalent to six (6) months’ base salary, to the extent that the change in control occurs during his first year of employment, or nine (9) months’ base salary, the  extent that the change in control occurs during his second or third year of employment.  The agreement also provides that, upon termination of his employment, Mr. O’Toole will receive payment for all then-accrued and unused paid time off in accordance with the Company’s paid time off policy and applicable law. The employment agreement also places customary confidentiality, assignment of inventions, and nonsolicitation obligations on Mr. O’Toole.





The McNairn Employment Agreement





We entered into an employment agreement with Denise McNairn on February 20, 2007, which was amended on May 29, 2007 and September 10, 2010, 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.  Ms. McNairn’s agreement also provides for change in control and severance benefits consisting of a cash payment that is equivalent to nine (9) months salary, in each case.  The agreement also provides that, upon termination of her employment, Ms. McNairn will receive payment for all then-accrued and unused paid time off in accordance with the Company’s paid time off policy and applicable law. The employment agreement also places customary confidentiality, assignment of inventions, and nonsolicitation obligations on Ms. McNairn.




- 12 -




Outstanding Equity Awards at Fiscal Year-End





The following table shows grants of stock options held by our named executive officers on December 31, 2010.





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


212,577



—



7.00

6/4/176/17/08
(1)

7,190



4310



3.15

6/17/189/17/08
(2)

46,875



28,125



3.05

9/17/186/16/09
(2)

35,000



45,000



1.35

6/16/197/13/10
(2)

20,000



60,000



2.71

7/13/20Denise McNairn

6/4/07
(3)

53,459



17,820



7.00

6/4/179/17/08
(2)

18,750



11,250



3.05

9/17/186/16/09
(2)

17,500



22,500



1.35

6/16/197/13/10
(2)

10,000



30,000



2.71

7/13/20David O’Toole

5/4/10
(4)

0



100,000



2.21

5/4/20





(1) These options vest quarterly over the four-year period following the date of grant, subject to continued service on the board of directors.





(2) One quarter of these options vest immediately upon the date of grant and the remainder vest in four equal installments on the first four anniversaries of the date of grant.





(3) These options 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.





(4) These options vest in equal annual amounts over the four-year period following the date of grant.




- 13 -




Director Compensation





The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2010 to each of our non-employee directors.





Fees Earned $

(1)


Option Awards $

(2)


TotalGary D. Nusbaum (3)

$
38,750


$
20,700


$
58,750John C. Ferrara (4)

$
39,500


$
0


$
39,500Kirk. K. Calhoun (4)

$
29,500


$
20,700


$
50,200David M. Smith (4)

$
20,000


$
20,700


$
40,700Michael Serruya (4)

$
20,000


$
20,700


$
40,700Tom DeMeester, M.D. (4)

$
20,000


$
0


$
20,000Hubertus Spierings

$
8,835


$
0


$
8,835David. R. Gandara, M.D.

$
8,335


$
0


$
8,835Edith Mitchell, M.D.

$
18,835


$
20,700


$
39,535Jan Fagerberg, M.D.

$
0


$
20,700


$
20,700Michael Metzger

$
0


$
20,700


$
20,700Richard van den Broek

$
0


$
20,700


$
20,700David Wurzer

$
0


$
20,700


$
20,700





(1) A full description of all fees paid to our directors is provided below. The cash portion of fees paid represent either a 100% of the annual retainer and 100% of the committee meeting fees described below or a pro-rated percentage 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 2010, determined under FASB ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 7 to our financial statements for the year ended December 31, 2010.





(3) The aggregate number of stock options outstanding for this director as of 12/31/10 was 46,000.





(4) The aggregate number of stock options outstanding for each of these directors as of 12/31/10 was 34,500.





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.




- 14 -




ITEM 12. 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 29, 2011 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


2,056,555


$
3.77



806,844Equity compensation plans not approved by security holders


—



—



—Total


2,056,555


$
3.77



806,844




- 15 -




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 29, 2011 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 29, 2011 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 18,361,720 shares of common stock outstanding on April 29, 2011.





Unless otherwise indicated by footnote, the address for each Beneficial Owner is: c/o Response Genetics, Inc., 1640 Marengo St., 6th Floor, Los Angeles, California 90033.




Name of Beneficial Owner

Number of Shares Beneficially

Owned


Percentage Shares Beneficially

OwnedDirectors and Executive OfficersDavid Smith


1,400,609
(2)


7.6
%Michael Serruya


18,319
(2)


*Kathleen Danenberg


764,188
(1)


4.0
%Gary D. Nusbaum


24,441
(2)


*Kirk K. Calhoun


14,380
(2)


*Jan Fagerberg, M.D.


-



*Michael Metzger


-



*Richard van den Broek


182,700
(3)


*David Wurzer


-



*Christine Meda


-



*Denise McNairn


99,708
(2)


*David O’Toole


3,500



*All current executive officers and directors


2,507,845



13.6
%5% or More StockholdersClara Serruya


1,367,856
(4)


7.5
%Samuel Serruya


1,367,856
(5)


7.5
%AWM Investment Co, Inc.


3,350,174
(6)


18.3
%Lansdowne Partners Limited Partnership


3,658,676
(7)


19.9
%SRB Management, L.P.


1,639,801
(8)


8.9
%





* 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 338,080shares of common stock issuable upon the exercise of options within 60 days of April 29, 2011.





(2) Includes amounts for stock options that have vested or will vest within 60 days of April 29, 2011.





(3) This number represents 182,700 shares of Common Stock held by HSMR Capital Partners QP LP.





(4) Includes 864,328 shares of common stock owned by her husband, Samuel Serruya, as to which Mrs. Serruya disclaims beneficial


ownership.





(5) Includes 864,328 shares of common stock owned by his wife, Clara Serruya, as to which Mrs. Serruya disclaims beneficial ownership.





(6) According to Amendment No. 7 to the Schedule 13D filed by Austin W. Marxe and David M. Greenhouse on September 20, 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.




- 16 -




(7) According to Schedule 13G/A filed by Lansdowne Partners Limited Partnership on February 14, 2011, 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.





(8) Includes 1,022,927 shares of common stock owned by Becker Drapkin QP ("Becker Drapkin QP"), 120,691 shares of common stock owned by Becker Drapkin LP (“Becker Drapkin 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 Amendment No. 3 to the Schedule 13D filed on November 1, 2010, Becker Drapkin Management (“BD Management”), as the general partner of, and investment manager for the Becker Drapkin QP and Becker Drapkin LP (“Becker Drapkin Fund”), may be deemed to have the shared power to vote or direct the vote of the Becker Drapkin Fund shares. As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of any shares owned by BCA. BD Management, BCA, Becker Drapkin QP., Becker Drapkin LP , 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 1111 Dallas, TX 75201.




- 17 -




ITEM 13. 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: Kirk K. Calhoun, Jan Fagerberg, M.D., Michael Metzger, Gary D. Nusbaum, Richard van den Broek and David Wurzer.





RELATED PARTY TRANSACTIONS





The Board of Directors has adopted a written policy requiring that any transaction involving the Company in which one of our directors, executive officers, or greater than five percent shareholders, or the immediate family members of any of the foregoing persons, has a direct or indirect material interest, be approved or ratified by a majority of the full Board or by a designated committee of the Board.





The Board has designated the Audit Committee as having responsibility for reviewing and approving, in advance, all such transactions.  In determining whether to approve or ratify any such transaction, the Audit Committee must consider, in addition to other factors deemed appropriate, whether the transaction is in the best interests of the Company and on terms comparable to those involving unrelated parties. No member of the Audit Committee may participate in any review, approval or ratification of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction.





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.





Royalty Payment Related to University of Southern California





While employed at USC, Kathleen Danenberg, our 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 $5,465 and $32,758, for the years ended December 31, 2009 and 2010, respectively.




Other Transactions




Liga Danenberg, Mrs. Danenberg’s daughter, is employed by the Company as IT Director. In 2010, she was paid an aggregate salary and bonus of $107,685, plus granted options to purchase 3,750 shares of the Company’s common stock at an exercise price of $2.71 per share as well as provided benefits under the Company’s benefits program. Peter Danenberg, Mrs. Danenberg’s son, is employed as a Software Architect of the Company. He received an aggregate salary and consulting services fees of $174,474 for the year ended December 31, 2010.




- 18 -




ITEM 14. 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.





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.




- 19 -




Change In Independent Registered Public Accounting Firm





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 USA, 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 USA, LLP and the aggregate fees for those services rendered during the years ended December 31, 2010 and 2009 were as follows:





2010


2009Audit Fees

$
197,970


$
223,032Audit Related Fees


-



—Tax Fees

$
17,750



—All Other Fees


—



—Total

$
215,720


$
223,032





The professional services provided by SingerLewak LLP and the aggregate fees for those services rendered during the year ended December 31, 2009 were as follows:





2009Audit Fees

$
241,449Audit Related Fees


—Tax Fees


—All Other Fees


—Total

$
241,449





Part IV.





Item 15. Exhibits and Financial Statement Schedules.





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




- 20 -




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 29, 2011.





Response Genetics, Inc.Date: April 29, 2011

/s/Kathleen DanenbergBy: Kathleen DanenbergChief 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 29, 2011.





Signatures

Title

DateBy:
/s/ Kathleen Danenberg

Chief Executive Officer (principal executive officer) and

April 29, 2011Kathleen Danenberg

DirectorBy:
/s/ David O’Toole

Vice President and Chief Financial Officer  (principal

April 29, 2011David O’Toole

financial and accounting officer)By:
/s/ Kirk Calhoun

Chairman of the Board

April 29, 2011Kirk CalhounBy:
/s/ Jan Fagerberg, M.D.

Director

April 29, 2011Jan Fagerberg, M.D.By:
/s/ Michael Metzger

Director

April 29, 2011Michael MetzgerBy:
/s/ Gary D. Nusbaum

Director

April 29, 2011Gary D. NusbaumBy:
/s/ Michael Serruya

Director

April 29, 2011Michael SerruyaBy:
/s/ David M. Smith

Director

April 29, 2011David M. SmithBy:
/s/ Richard van den Broek

Director

April 29, 2011Richard van den BroekBy:
/s/ David Wurzer

Director

April 29, 2011David Wurzer




- 21 -