GlaxoSmithKline

            
	 	 
	 	
              GlaxoSmithKline

            
	
              MASTER
                AGREEMENT FOR THE

            	
              Biological
                s.a.

            
	 	
              Rue
                de I'lnstitut, 89

            
	
              SUPPLY
                OF LABORATORY TEST SERVICES

            	
              B-1330
                Rixensart

            
	 	
              Belgium

            
	 	
              Tel.
                +32 (0) 2 656 81 11 

              Fax.
                +32 (0) 2 656 80 00 

              www.gsk-bio.com

            


    

     

    THIS
      MASTER LABORATORY TEST SERVICES AGREEMENT (the "Agreement")
is
      made
      the
      1st
      day of
      December, 2006 ("Effective Date")

     

    between:

     

    
      
        	(1)	
                GLAXOSMITHKLINE
                  BIOLOGICALS, a company having its principal office at 89 rue de
                  I'Institut, 1330 Rixensart, Belgium ("GSK
                  BIO");
                  and

              


      

      	 	 


      
        	(2)	
                RESPONSE
                  GENETICS INC., a company incorporated in the State of Delaware,
                  whose
                  principal place of business is situated at 1640 Marengo Street,
                  Suite 600,
                  Los Angeles, CA 90033 ("RGI").

              


      

    

    
       

      WHEREAS:

    

     

    
      
        	(A)	
                GSK
                  BIO is a leading vaccine global innovative pharmaceutical company
                  with
                  extensive research and development capabilities
                  .

              


      

      	 	 


      
        	(B)	
                RGI
                  is engaged, inter
                  alia, in
                  the business of supplying Testing Services, as that is defined
                  herein, in
                  relation to the pharmaceutical industry and related industries
                  and has
                  considerable skill and knowledge in that
                  field.

              


      

    

     

    
       

      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
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        	(C)	
                RGI
                  and SmithKline Beecham Corporation (d.b.a. GlaxoSmithKline) have
                  entered
                  into a Master Agreement for the Supply of Laboratory Test Services
                  dated
                  January 17, 2006 (the "RGI/SBC Agreement") under which RGI has
                  agreed to
                  provide testing services to SmithKline Beecham
                  Corporation.

              


      

    

     

    
      
        	(D)	
                In
                  reliance upon RGI's skill, knowledge and experience, GSK BIO also
                  wishes
                  to engage RGI to provide services, principally in relation to profiling
                  the expression of various genes from a range of human malignancies
                  and RGI
                  agrees to accept the engagement on the following terms and
                  conditions.

              


      

    

     

    
      
        
          
            	(E)	
                    RGI
                      plans to set up a laboratory within the European Union (hereinafter
                      referred to as the 'European Laboratory') within [***] of the
                      Effective
                      Date where the Services can be performed and for this purpose
                      plans to
                      invest a minimum amount of USD [***] of its own funds into
                      the
                      establishment of such
                      laboratory.

                  


          

        

      

    

     

    IT
      IS HEREBY AGREED AS FOLLOWS:

     

    DEFINITIONS
      AND INTERPRETATIONS

     

    
      	
            	1	
              In
                this Agreement the following expressions shall have the following
                meanings:

            


    

     

    
      	
            	1.1	
              "Affiliate"
                with
                respect to a person shall mean any other person that directly, or
                indirectly through one of more intermediaries, controls, is controlled
                by
                or is under common control with such person; for the purposes of
                this
                clause 1.1 only, "control" and, with correlative meanings, the terms
                "controlled by" and "under common control with", shall mean (a) the
                possession, directly or indirectly, of the power to direct the management
                or policies of a person, whether through the ownership of voting
                securities, by contract or otherwise, and/or (b) the ownership, directly
                or indirectly, of at least fifty percent (50%) of the voting securities
                or
                other ownership interest of a
                person.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
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          40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.2

            	
              "Agreement"
                means
                this Agreement between GSK BIO and RGI for the supply of Services
                by
                RGI.

            


      	 	 	 


      	 	1.3	
              "Confidential Information"
                shall
                mean any and all commercial and technical information relating to
                any of
                the existing or planned products, businesses, research and/or development
                activities, customers and suppliers of either Party whether in written,
                verbal or any other form, tangible or intangible, which either Party
                may
                acquire or may have access from time to time, provided such information
                is
                marked as "Confidential
                and Proprietary" and
                provided that information which is orally disclosed shall be confirmed
                in
                writing within thirty (30) days from oral disclosure. Confidential
                Information includes and is not limited to: (a) any information generated
                in connection with the provision of the Services (such as the results
                or
                findings thereof and the contents of any report) under this Agreement,
                (b)
                information concerning inventions, discoveries, concepts, ideas,
                techniques, processes, designs, specifications, drawings, diagrams,
                models, samples, flow charts, computer programs, algorithms, data,
                databases, studies, mathematical calculations, finances and plans,
                customer lists, business plans, contracts, marketing plans, production
                plans, distribution plans, system implementation plans, business
                concepts,
                supplier information, business procedures and business operations
                and all
                materials related thereto; (c) the existence, contents or terms of
                this
                Agreement, (d) all know-how and intellectual property, (e) all unpublished
                copyrightable material, (f) any use, variation, application, reduction
                to
                practice, or any discussion and any other communication thereof regarding
                or relating to the Information, and (g) any information concerning
                how any
                part of the above information is related to and/or fits together
                with any
                other part of the above information, or any other technology or business;
                Notwithstanding the foregoing, the Parties agree that any and all
                data,
                reports, laboratory work sheets, results, materials or information
                provided by either Party or its Affiliates
                or Third Parties on behalf of a Party and any other documents or
                information furnished to a Party, or to which a Party is given access,
                by
                the other Party or its Affiliates or such Third Parties in connection
                with
                the performance of this Agreement, or prepared or generated by a
                Party in
                connection with performing any and all Studies (as defined in Section
                1.1.1. below) hereunder, shall be deemed to be the Confidential
                Information of the Party which owns such disclosed
                information.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
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          40

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	1.4	
                "Effective
                  Date" means
                  the date first given above;

              


        	 	 	 


        	 	1.5  	
                1.1.5
                  "Party"
                  shall
                  mean GSK BIO or RGI as the context requires and
                  "Parties"
                  shall
                  mean both GSK BIO and RGI;

              


        	 	 	 


        	 	1.6	
                "Person"
                  and
                  words signifying persons shall be construed as to include individuals,
                  firms, bodies corporate, joint ventures, governments, states or
                  agencies
                  of state or any undertaking (whether or not having separate legal
                  personality and irrespective of the jurisdiction in or under the
                  laws of
                  which it was incorporated or exists);

              


        	 	 	 


        	 	1.7	
                "Purpose"
                  shall
                  mean the provision of the Services pursuant to this Agreement and
                  the
                  evaluation by the Parties of whether to add other projects and
                  services to
                  this Agreement;

              


        	 	 	 


        	 	1.8  	
                "Relevant
                  Staff' shall
                  mean employees and sub-contractors involved in providing the Services
                  and
                  named in the relevant Schedule or otherwise agreed to in writing
                  by GSK
                  BIO;

              


        	 	 	 


        	 	1.9  	
                "Services"
                  means
                  the services to be provided by RGI pursuant to this Agreement at
                  the
                  request of GSK BIO (as amended from time to time in accordance
                  with the
                  provisions of this Agreement) and such other services as may from
                  time to
                  time be agreed upon by RGI and GSK BIO, including Testing Services,
                  consultation and tissue storage, in connection with this Agreement
                  and as
                  further detailed and agreed upon in a SOW pursuant to Article 1
                  below;

              


      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
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          4 of
          40

        
          

        

      

      
        
        

      

    


    
      
        
          	
                	1.10	
                  "Term"
                    means
                    that this Agreement shall commence on the Effective Date and
                    shall
                    continue until the 31. December 2010 or until the completion
                    of the
                    recruitment phase of GSK BIO's [***] whichever is later, unless
                    sooner
                    terminated in accordance with the provisions hereof
                    and

                


        

      

    

     

    
      
        
          	
                	1.11	
                  "Testing
                    Services"
                    means RGI's business, among other things, of conducting molecular-based
                    tumor tissue profiling using a proprietary and patented process
                    developed
                    by RGI which involves a complex molecular analysis of specific
                    molecular
                    markers that provides valuable tumor specific gene expression
                    information
                    obtained from a paraffin preserved fresh or frozen tissue sample,
                    which
                    can help the physician choose the most appropriate therapy for
                    a patient
                    prior to starting treatment or assist a pharmaceutical company
                    in
                    identifying the appropriate candidate patient population suitable
                    for a
                    therapy in development.

                


          	 	 	 


          	 	1.12	
                  "Third Party" shall
                    mean any Person who is not a Party hereto or any of their
                    Affiliates

                


        

      

    

     

    
      
        	
              	2	
                References
                  to recitals, clauses and, if applicable, schedules and exhibits
                  are to the
                  recitals and clauses of and, if applicable, the schedules and exhibits
                  to,
                  this Agreement. To the extent that there is conflict between or
                  ambiguity
                  relating to any schedule or exhibit to this Agreement and the remainder
                  of
                  this Agreement, the wording of the schedule or exhibit shall
                  prevail.

              


        	 	 	 


        	 	3  	
                Any
                  schedules and exhibits to this Agreement form part of this Agreement
                  and
                  shall have the same force and effect as if expressly set out in
                  the body
                  of the Agreement and any reference to the Agreement shall include
the
                  schedules and exhibits. Schedules and exhibits may not be added
                  to this
                  Agreement except by the express written consent of both
                  Parties.

              


      

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

      
        
          
          

        

        
          Page
            5 of
            40

          
            

          

        

        
          
          

        

      

       

      
        	 	4  	
                Words
                  denoting the singular shall include the plural and vice versa and
                  words
                  denoting any gender shall include all genders unless the context
                  otherwise
                  requires.

              


        	 	 	 


        	 	5  	
                A
                  reference to any Party shall include a reference to the legal successors
                  to the whole or a substantial part of its undertaking and its permitted
                  assignees.

              


        	 	 	 


        	 	6  	
                References
                  to any statute or statutory provision shall, unless the context
                  otherwise
                  requires, be construed as a reference to that statute or provision
                  as from
                  time to time amended, consolidated, modified, extended, re-enacted
                  or
                  replaced.

              


        	 	 	 


        	 	7  	
                The
                  headings preceding the text of the various provisions of this Agreement
                  are for convenience of reference only and are not intended to,
                  nor do
                  they, define, limit or in any other way describe the scope of this
                  Agreement or the intent of the provisions
                  hereof.

              


      

    

     

    ARTICLE
      1

     

    STATEMENT
      OF WORK; STUDY DIRECTOR

     

    
      
        	1.1	
                Statement
                  of Work

              


      

    

     

    
      	
            	1.1.1	
              RGI
                agrees to perform a study or studies which will involve Testing Services
                (hereinafter referred to as "Study") from time to time in accordance
                with
                a Statement of Work in the form of Exhibit
                B attached
                hereto ("SOW"),
                for the benefit of GSK BIO or any Affiliate of GSK BIO. Each SOW
                shall
                include as attachments (i) a detailed protocol document ("Protocol")
                which shall be provided by GSK BIO or prepared by RGI under GSK BlO's
                direction and approved in writing by GSK BIO, and which shall be
                attached
                to each SOW as Schedule
                I,
                and (ii) a pricing schedule in the form of Schedule
                II
                to
                the SOW attached hereto ("Pricing
                Schedule").
                An SOW shall not be effective unless it has been agreed upon in writing
                by
                both Parties.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
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          6 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.1.2	
              The
                Pricing Schedule shall be based upon the Testing Services Fee Schedule
                set
                forth in Exhibit
                A.
                Each SOW shall specify the Study design, information desired, estimated
                duration of the applicable Study, milestones and reporting (if applicable)
                and all other relevant matters pertinent to completion of such Study
                (except for pricing), and shall be deemed a part of this Agreement
                and is
                incorporated herein by reference. Each Pricing Schedule attached
                to a SOW
                shall specify the cost to GSK BIO of the Services RGI is to perform
                in
                connection with such Study and shall be deemed a part of this Agreement
                and is incorporated herein by
                reference.

            


    

     

    
      	
            	1.1.3	
              If
                requested by GSK BIO, RGI shall consult with GSK BIO to assist GSK
                BIO in
                developing any Study design in a manner consistent with current regulatory
                guidelines. RGI represents that any such Study design and/or the
                results
                from any such Study shall satisfy the requirements of the U.S. Food
                and
                Drug Administration ("FDA") and the European Medicines Agency ("EMEA")
                at
                the time the Study design is
                completed.

            


    

     

    
      	1.2	
            	
              Study
                Director

            


    

     

    
      	
            	1.2.1	
              RGI
                shall appoint a study director ("Study
                Director")
                to be responsible to oversee the completion of each Study by RGI.
                The
                Study Director shall coordinate performance of the applicable Study
                with a
                representative designated by GSK BIO ("GSK
                BIO Representative"),
                which GSK BIO Representative shall have responsibility over all matters
                relating to the performance of such Study on behalf of GSK
                BIO.

            


    

     

    
      	
            	1.2.2	
              Unless
                otherwise agreed to in the applicable SOW, or by the Study Director
                and
                GSK BIO Representative, all communications between RGI and GSK BIO
                regarding the conduct of each Study pursuant to a SOW shall be addressed
                to or routed directly through the applicable Study Director and GSK
                BIO
                Representative. RGI may substitute its Study Director and GSK BIO
                may
                substitute the GSK BIO Representative, as the case may be, during
                the
                course of a particular Study by providing written notice thereof
                to the
                other Party.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          7 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	1.3	
            	
              Corrective
                Measures

            


    

     

    
      	
            	1.3.1	
              If,
                at any time during the term of this Agreement, RGI becomes aware
                that the
                applicable SOW was not followed, or that RGI otherwise made a material
                error or material mistake in conducting Testing Services, RGI agrees
                to
                notify GSK BIO of such occurrence in writing promptly following the
                day
                such discovery is made. Upon receipt of such notice, GSK BIO will
                notify
                RGI in writing, within a reasonable time, not to exceed two (2) business
                days, whether corrective measures which may include retesting are
                required
                to ensure validity of results, and GSK BIO will not be invoiced for
                any
                necessary corrective measures. RGI agrees to implement necessary
                corrective measures promptly. The retest data will be reported by
                RGI to
                GSK BIO within a reasonable time from the receipt by RGI of notification
                from GSK BIO that retesting is
                required.

            


    

     

    ARTICLE
      2


     

    APPOINTMENT

     

    
      	2.1	
            	
              This
                Agreement will commence with effect, as defined herein, from the
                Effective
                Date and will continue for the Term, as defined in this Agreement,
                or
                until terminated in accordance with the provisions of Article 9.
                Should
                GSK BIO wish to extend the term of this Agreement, the Parties will
                discuss such extension in good
                faith.

            


    

     

    
      	2.2	
            	
              Notwithstanding
                the foregoing, however, such Term shall continue in force with respect
                to
                all Studies being conducted under SOWs which have an effective date
                and
                have been received by RGI prior to the expiration of the Term, until
                all
                such Studies have been completed, and the final report and any other
                pertinent Study-related documents for such Studies required from
                RGI
                hereunder have been received by and completed to the reasonable
                satisfaction of GSK BIO.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          8 of
          40

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

     

    COMPENSATION

     

    
      	3.1	
            	
              GSK
                BIO agrees to pay RGI according to the payment schedule set forth
                in
                the Pricing
                Schedule as part of the SOW. The Pricing Schedule shall be based
                on the
                unit pricing provided in Exhibit A and shall specify the timing of
                the
                issuance of
                invoices applicable to the SOW. Absent an alternative arrangement
                agreed upon
                by the Parties for a particular SOW, RGI may issue invoices to GSK
                BIO on
                a monthly basis for Services provided pursuant to the Agreement.
                All payments
                due hereunder shall be paid by GSK BIO within thirty (30) days
                from the
                end of a month in which an accurate, complete invoice is received
                by
                GSK BIO.
                Absent terms in the SOW to the contrary, nothing in this Agreement
                shall be
                interpreted to require RGI to initiate performance of any SOW or
                to
                require GSK
                BIO to pay for work conducted pursuant to any SOW prior to the
                execution of
                the relevant SOW by RGI. RGI shall be entitled to interest at the
                prime
                rate as
                published by Barclays Bank (London) from time to time plus one percent
                per annum
                for any payments not timely made to it under this Agreement. In
                the event
                that GSK BIO contests the validity or accuracy of amounts invoiced
                to
                it under
                the Agreement, no interest payments shall be required for amounts
                later determined
                to have been inappropriately invoiced.

               

              
                Prices
                  and fees set forth in this Agreement will remain fixed during the
                  Term.

              

            


    

     

    
      	3.2	
            	
              GSK
                BIO will pay RGI in consideration of the Services performed pursuant
                to
                this Agreement the following:

            


    

     

    
      	
            	3.2.1	
              For
                microdissection of tumor or normal tissue and isolation of RNA or
                DNA, GSK
                BIO shall pay a fee of €[***] per
                sample.

            


    

     

    
      	
            	3.2.2	
              For
                other Services, GSK BIO shall pay according to the fee schedule set
                forth
                in Exhibit A hereto.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          9 of
          40

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                3.2.3

              	
                Samples
                  may include pre- and post-treatment biopsies as well as adjacent
                  normal
                  tissue excised from samples sent for analysis. Pre- Post- and Normal
                  are
                  considered three different types of
                  samples.

              


      

       

      
        	 	
                3.2.4

              	
                Samples
                  will be provided by GSK BIO for analysis and shall meet mutually
                  agreed
                  upon specified criteria for tumor content and slide preparation
                  which
                  includes, but is not limited to, providing compliance with sample
                  preparation instructions, and compliance with packaging, delivery
                  and
                  shipping requirements and instructions. RGI will make reasonable
                  efforts
                  to pre-screen the samples for sufficiency prior to analysis and
                  if RGI in
                  its discretion eliminates insufficient or deficient samples prior
                  to
                  performing any analysis, RGI will not charge GSK BIO for that
                  sample.

              


      

      
         

        
          	
                	
                  3.2.5

                	
                  
                    Samples,
                      for the purposes of this Agreement, may include samples from
                      any GSK
                      BIO-funded source or sponsored samples deemed of interest to
                      GSK
                      BIO.

                  

                


        

      

       

      
        
          	3.3	
                  GSK
                    BIO agrees to make an upfront payment of two million Euros (EUR
                    2,000,000)
                    within four weeks from the Effective Date ("Upfront Payment").
                    This
                    payment shall be refundable only under the circumstances described
                    in 9.4.
                    of this Agreement and shall be credited against the Annual Minimum
                    Payment
                    defined in 3.4. below, in the following
                    manner:

                


        

      

       

      
        Year
          2
          credit:     EUR
          [***]

      

      
        Year
          3
          credit:     EUR
          [***]

      

       

      
        
          	3.4	
                  GSK
                    BIO agrees to make minimum payments of EUR [***] annually during
                    the years
                    2007, 2008 and 2009. Such annual minimum payments are hereinafter
                    referred
                    to as the Annual Minimum. The Upfront Payment shall be credited
                    against
                    the Annual Minimum Payment as defined under 3.3.
                    above.

                


        

      

       

      GSK
        BIO
        will pay the Annual Minimum in monthly instalments of EUR [***] Euros
        and
        [***] cent) each, starting in January 2007. The Annual Minimum (as reduced
        by
        crediting the Upfront Payment as defined under 3.3. above) is fully
        creditable against work undertaken by RGI under this Agreement during the
        year
        in which it is paid. If, in any one of the years 2007, 2008 or 2009, GSK
        BIO
        submits to RGI work which generates payment obligations below the Annual
        Minimum
        the difference between the Annual Minimum (as reduced by crediting the Upfront
        Payment as defined under 3.3. above) and the value of the work submitted
        can be
        credited against Services ordered by GSK Bio under this Agreement between
        January 1st
        2010 and
        the end of the Term.

      
         

        
          Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 406 of the Securities Act.

        

        
          
            
            

          

          
            Page
              10
              of 40

            
              

            

          

          
            
            

          

        

      

       

      
        
          	3.5	
                  The
                    Parties will conduct regular reviews of the fees set forth in
                    the fee
                    schedule in Exhibit A in March of each year. The price reviews
                    will
                    include, but not be limited to, a review of RGI's overhead costs
                    for the
                    performance of the Services. If the review shows that the overhead
                    cost
                    item per sample has decreased, the fees will be reduced accordingly.
                    If
                    the review shows that the overhead cost item per sample has increased
                    by
                    more than [***]%, the Parties will enter into good faith discussions
                    to
                    optimize the cost/price structure. If the Parties cannot agree
                    on a new
                    cost/price structure, the existing fees shall continue to
                    apply.

                


        

      

       

      ARTICLE
        4

       

      PERFORMANCE
        OF THE SERVICES – SERVICE
        PROVISIONS

       

      
        
          	4.1	
                  RGI,
                    either in its European Laboratory, in its US-based laboratory
                    or in any
                    other laboratory RGI may set up in the future –
                    as may be
                    requested by GSK BIO shall use its best efforts to provide a
                    turnaround
                    time of five (5) business days for performance of the Testing
                    Services.

                


        

      

       

      
        
          	4.2	
                  To
                    assist RGI to expeditiously perform the Testing Services, GSK
                    BIO will use
                    reasonable efforts to transmit samples to RGI for testing as
                    follows:

                


        

      

      


       

      
        	
              	·	
                Regarding
                  samples from GSK's [***] clinical studies GSK BIO will transmit
                  these
                  samples according to the patient
                  recruitment;

              


      

       

      
        	
              	·	
                Regarding
                  all other samples GSK BIO will transmit these in equal numbers
                  each
                  quarter. If samples for any one quarter are anticipated to exceed
                  [***]
                  [***] (prospective and retrospective), GSK BIO shall give written
                  notice
                  to RGI of how many samples it expects to deliver and of what mutually
                  agreeable genes it will be requesting analysis at least two (2)
                  quarters
                  in advance so as to allow RGI sufficient time to supplement resources
                  (personnel, equipment, materials, etc.) and/or to develop probes
                  or
                  primers, as necessary, in order to analyze the samples expected.
                  If GSK
                  BIO provides such notice to RGI, then GSK BIO shall use its best
                  efforts
                  to deliver to RGI for testing samples equalling the projected sample
                  number.

              


      

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

      
        
          
          

        

        
          Page
            11
            of 40

          
            

          

        

        
          
          

        

      

       

      
        
          	4.3	
                  RGI
                    will perform the Testing Services in accordance with good laboratory
                    art.
                    RGI also will comply with the applicable laws, regulations, and
                    guidelines
                    governing the performance of the Testing Services, including
                    those
                    relating to Good Laboratory Practices. RGI further will comply
                    with all
                    laws, regulations and guidelines applicable to the care and use
                    of
                    experimental animals. In addition, all animals used in projects
                    covered by
                    this Agreement shall be provided humane care and treatment in
                    accordance
                    with acceptable current veterinary
                    practices.

                


        

      

       

      
        
          	4.4	
                  RGI
                    shall use reasonable efforts to provide facilities, supplies
                    and staff
                    necessary to complete each Study as provided in the applicable
                    SOW, as it
                    may be modified as provided herein, and in accordance with the
                    terms of
                    this Agreement.

                


        

      

       

      
        
          	4.5	
                  GSK
                    BIO's representatives may visit RGI's laboratory and premises
                    at
                    reasonable times, on reasonable prior notice, and with reasonable
                    frequency during normal business hours to observe the progress
                    of any
                    Study, and any and all information and results derived therefrom.
                    RGI
                    shall assist GSK BIO in scheduling such visits such as an audit
                    of RGI by
                    GSK QA/QC.

                


        

      

       

      
        
          	4.6	
                  All
                    reports prepared by RGI hereunder shall be prepared in a format
                    specified
                    in the applicable SOW and shall be considered to be Confidential
                    Information of GSK BIO. GSK BIO shall have access to all documentation,
                    records, raw data, specimens or other work product generated
                    as part of
                    the performance of each Study.
                    RGI agrees to maintain appropriate records in paper or magnetic
                    form, in a
                    manner which complies with regulatory
                    requirements.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          12
          of 40

        
          

        

      

      
        
        

      

    

    
      
         

        
          	4.7	
                  In
                    its performance of the Services for GSK BIO hereunder and for
                    SmithKline
                    Beecham Corporation under the RGI/SBC Agreement, RGI agrees to
                    dedicate
                    the same level of priority to Services requested by GSK BIO and
                    SmithKline
                    Beecham Corporation for analysis of their respective clinical
                    samples.

                


        

      

    

     

    
      	4.8	
              RGI
                agrees to comply with all provisions of the Generic Drug Enforcement
                Act
                of 1992. RGI further agrees to submit to GSK BIO, upon request upon
                completion or termination of the Testing Services, a certification
                that
                neither RGI nor any of its employees has been debarred by the FDA
                under
                the provisions of the Act and that RGI did not use in any capacity
                in
                connection with the Testing Services any individual debarred by the
                FDA
                under the provisions of the above referenced
                Act.

            


    

     

    
      
        
          	4.9	
                  Should
                    applicable government regulatory requirements be changed during
                    the term
                    of this Agreement, RGI shall make reasonable efforts to satisfy
                    the new
                    requirements. In the event that compliance with such new regulatory
                    requirements necessitates a change in the SOW for a Study, RGI
                    shall
                    submit to GSK BIO a revised technical and cost proposal for GSK
                    BIO's
                    acceptance prior to making any changes in the SOW for such
                    Study.

                


        

      

    

     

    
      
        
          	4.10	
                  In
                    the event of a conflict in government regulations, GSK BIO shall,
                    upon
                    request by RGI, designate which regulations it wishes RGI to
                    follow in its
                    performance of a particular
                    Study.

                


        

      

    

     

    
      
        
          	4.11	
                  RGI
                    agrees to use reasonable care in safeguarding, inventorying and
                    handling
                    all SOW data, materials and supporting documentation (hereinafter
                    collectively termed "Study Archives") originating from any SOW
                    conducted
                    under this Agreement by RGI, whether written or physical (such
                    as
                    notebooks, original or raw data, protocols, interim or final
                    report
                    copies). The Study Archives shall be considered to be Confidential
                    Information of GSK BIO. RGI will maintain the samples provided
                    to it for
                    testing under this Agreement in accordance with the usual and
                    customary
                    standards for maintaining such materials. Upon request by GSK
                    BIO, RGI
                    will provide sample materials to GSK BIO or a copy of documents
                    from the
                    Study Archives, at GSK BlO's expense. To the extent that samples
                    are
                    transferred to GSK BIO, responsibility for maintaining such samples
                    will
                    then be undertaken by GSK BIO. The samples and Study Archives
                    are to be
                    retained and archived by RGI for a period of not less than ten
                    (10) years
                    following the completion of the relevant
                    SOW.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          13
          of 40

        
          

        

      

      
        
        

      

    

     

    
      
        
          	4.12	
                  Following
                    the end of the relevant ten (10) year retention period, RGI
                    further agrees
                    that no samples or records originating from any Services
                    conducted under
                    this Agreement and retained in RGI's possession as Study Archives
                    will
                    be permanently
                    disposed of or destroyed by RGI without the prior written
                    permission of
                    GSK BIO. GSK BIO agrees that such written permission will not
                    be unreasonably
                    withheld; provided, however, that in lieu of the granting of permission
                    for such disposal, GSK BIO shall have the right at the time
                    such permission
                    for disposal is requested by RGI to claim such materials and
                    to
                    have RGI
                    transmit such materials to GSK BIO, by a carrier of GSK BlO's
                    choice
                    and at
                    GSK BlO's expense. In the event RGI requests such permission
                    to dispose
                    of the
                    samples or Study Archives from GSK BIO under the provisions of
                    notice contained
                    in this Agreement, and no response is received from GSK BIO
                    within four
                    (4) weeks, RGI shall be deemed to have received from GSK BIO
                    permission for
                    permanent disposal. 

                


        

      

    

     

    
      
        
          	4.13	
                  GSK
                    BIO may, at a reasonable time upon reasonable prior notice, obtain
                    access
                    to the samples and Study Archives, provided that GSK BIO complies
                    with
                    RGI's reasonable access and control procedures relating to such
                    materials.

                


        

      

    

     

    
      
        
          	4.14	
                  RGI
                    represents that each of its personnel, employees, agents, representatives,
                    subcontractors or invitees who shall perform any Study hereunder
                    shall
                    abide by the provisions of Article 4 hereof while performing
                    Services. RGI
                    agrees that each of its personnel, employees, agents, representatives,
                    subcontractors or invitees who shall perform any Study hereunder
                    shall be
                    at least eighteen (18) years old or of legal age to enter into
                    a contract,
                    whichever is older.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          14
          of 40

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5


     

    CONFIDENTIALITY

     

    
      	5.1	
              Save
                as otherwise provided in this Agreement, any Confidential Information
                which is disclosed by or on behalf of either Party (the "Disclosing
                Party") to the other Party (the "Receiving Party") at any time after
                the
                date of this Agreement shall remain the property of the Disclosing
                Party
                and the Receiving Party hereby
                undertakes:-

            


    

     

    
      
        
          	
                	5.1.1	
                  to
                    use the Confidential Information received from the Disclosing
                    Party and
                    subject to the provisions of Section 6 hereto, solely and exclusively
                    for
                    the Purpose; and

                


        

      

    

     

    
      
        
          	
                	5.1.2	
                  to
                    maintain the confidentiality of the Confidential Information
                    and not to
                    disclose it directly or indirectly to any other company, organization,
                    individual or Third Party other than in the case of GSK BIO,
                    to an
                    Affiliate, save as permitted by clause 5.2;
                    and

                


        

      

    

     

    
      
        
          	
                	5.1.3	
                  at
                    the request of the Disclosing Party to return, delete or destroy
                    all
                    copies of the Confidential Information, in whatever form it is
                    held,
                    provided that the Receiving Party may retain one copy of the
                    Confidential
                    Information for the sole purpose of determining its obligations
                    under this
                    Agreement but may make no further use of such Confidential Information
                    whatsoever.

                


        

      

    

     

    
      	5.2	
              Notwithstanding
                clause 5.1, if RGI is the Receiving Party, it may disclose Confidential
                Information to any of its Relevant Staff who need to know the Confidential
                Information in order to fulfil the Purpose, provided that RGI shall
                procure that each such person to whom or which Confidential Information
                is
                to be disclosed:

            


    

     

    
      
        
          	
                	5.2.1	
                  is
                    made aware of the obligations contained in this Agreement prior
                    to such
                    disclosure; and

                


        

      

    

     

    
      	
            	5.2.2	
              agrees
                to abide by such terms of this Agreement as if it were a Party to
                it.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          15
          of 40

        
          

        

      

      
        
        

      

    


    
      	
            	5.3	
              Nothing
                in clause 5.1 shall preclude disclosure of any Confidential Information
                required by any governmental, quasi-governmental or regulatory agency
                or
                authority or court entitled by law to disclosure of the same, or
                which is
                required by law to be disclosed. The Receiving Party shall promptly
                notify
                the Disclosing Party when such requirement to disclose has arisen
                to
                enable the Disclosing Party to seek an appropriate protective order
                and to
                make known to the said agency or authority or court the proprietary
                nature
                of the Confidential Information and to make any applicable claim
                of
                confidentiality in respect thereof. The Receiving Party agrees to
                co-operate in any appropriate action which the Disclosing Party may
                decide
                to take. If the Receiving Party is advised to make a disclosure in
                accordance with this clause 5.3 it shall only make a disclosure to
                the
                extent to which it is obliged.

            


    

     

    
      	 	
              5.4

            	
              The
                provisions of clause 5.1 shall not apply to any confidential information
                which:-

            


    

     

    
      	 	
              5.4.1

            	
              the
                Receiving Party can demonstrate by its written records, was already
                in the
                possession of the Receiving Party and at its free use and disposal
                or
                generally and conveniently available to the public prior to its disclosure
                by the Disclosing Party hereunder (through in each case no fault
                of the
                Receiving Party or any of its Affiliates or no breach of this Agreement
                by
                the Receiving Party); or

            


    

     

    
      	 	
              5.4.2

            	
              is
                purchased or otherwise legally acquired by or becomes available to
                the
                Receiving Party at any time from a Third Party which is not prohibited
                from disclosing such Confidential Information;
                or

            


    

     

    
      	 	
              5.4.3

            	
              comes
                into the public domain-
                otherwise than through the fault of the Receiving Party or at the
                time of
                disclosure is in the public domain;
                or

            


    

     

    
      	 	
              5.4.4

            	
              the
                Receiving Party can demonstrate by its written records was developed
                by or
                for the Receiving Party independently of the disclosure of Confidential
                Information by the Disclosing Party or its
                Affiliates.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          16
          of 40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.5

            	
              The
                obligations of each Party in this clause 5 shall survive for a period
                of
                ten (10) years from the date of disclosure of such
                information.

            


    

     

    
      	 	
              5.6

            	
              Each
                of the Parties agrees that damages may not be an adequate remedy
                for
                breach of this Article 5 and that, accordingly, each Party shall
                be
                entitled to seek injunctive or other equitable
                relief.

            


    

     

    ARTICLE
      6


     

    INTELLECTUAL
      PROPERTY

     

    
      	 	
              6.1

            	
              Except
                as otherwise provided herein, all title to any and all inventions,
                improvements and data, whether or not patentable, and copyrightable
                works,
                which result from the performance of any Study hereunder shall reside
                with
                GSK BIO, subject to the remaining provisions of this Article
                6.

            


    

     

    
      	 	
              6.2

            	
              RGI
                shall promptly disclose to GSK BIO all inventions and improvements
                (whether patentable or not) and all copyrightable works made by it
                which
                are governed by this clause 6.1. RGI agrees, upon GSK BIO's written
                request, to cooperate at GSK BIO's expense in formally assigning
                title to
                GSK BIO to such inventions, improvements and copyrightable works,
                and to
                assist GSK BIO in obtaining patent or copyright protection to such
                intellectual property.

            


    

     

    
      	 	
              6.3

            	
              Subject
                to the remaining provisions of this Article 6, RGI agrees that all
                original works of authorship prepared by or for RGI in the performance
                of
                any Study hereunder shall be works for hire, and GSK BIO shall own
                such
                works and all copyrights therein. For any original such works of
                authorship that, under the copyright laws of the United States, may
                not be
                considered works for hire, RGI agrees to reasonably cooperate with
                GSK BIO
                in protecting its rights in such works. Such works shall be deemed
                to be
                the property of GSK BIO, and shall be included in the Confidential
                Information of GSK BIO under this
                Agreement.

            


    

     

    
      	 	
              6.4

            	
              Subject
                to this Article 6.4. RGI owns, and GSK BIO acknowledges RGI's ownership
                of, (i) the Testing Services, including RGI's proprietary process
                for
                analyzing the samples and producing the gene expression values, and
                all of
                the materials
                which comprise same, and any accompanying patent information owned
                by RGI,
                (ii) all intellectual property associated therewith (the "Intellectual
                Property"), and (iii) any algorithms or scales created and used by
                RGI in
                producing or developing the gene expression values ("algorithms"),
                and
                agrees that it shall not do or suffer to be done any act or thing
                or
                undertake any action anywhere that in any manner might infringe,
                or impair
                the validity, scope, or title of RGI in the Testing Services, algorithms
                or Intellectual Property which may be owned by RGI at any time. It
                is
                understood that neither GSK BIO nor any Affiliate shall acquire or
                claim
                title to the Testing Services, algorithms, research and development,
                or
                the Intellectual Property by virtue of this Agreement. However, any
                improvements or modifications thereto which are developed during
                the
                course of RGI's performance of the Services under the Agreement,
                will be
                jointly owned by the Parties and GSK BIO may, at its discretion and
                expense, seek patent protection for such jointly owned inventions.
                In case
                GSK BIO does not wish to seek such patent protection, it shall inform
                RGI
                thereof and RGI may seek patent protection at its own
                expense.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          17
          of 40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.5

            	
              For
                the avoidance of doubt, the gene expression values produced and/or
                developed by the Testing Services ("gene expression values"), as
                well as
                all designs, developments, ideas, discoveries, inventions and information
                designed, developed, discovered, invented, produced or originated
                by GSK
                BIO independent of RGI in the course of or as a result of GSK BIO's
                use or
                analysis of the gene expression values provided to GSK BIO by RGI
                pursuant
                to this Agreement shall be the sole property of GSK BIO. All such
                designs,
                developments, ideas, discoveries, inventions and information shall
                be part
                of the Confidential Information of GSK BIO. In the event GSK BIO
                decides,
                at its discretion, to seek patent, copyright or other protection
                (whether
                in the United States or elsewhere) in relation to any of same, or
                to
                publish the gene expression values, GSK BIO shall acknowledge RGI's
                ownership of the property set forth in clause 6.4, as appropriate,
                that
                the Testing Services and process by which the gene expression values
                were
                produced are proprietary to RGI, and that the gene expression values
                were
                produced using RGI's proprietary process, as the case may be. RGI
                shall
                reasonably cooperate with GSK BIO in the filing of any necessary
                applications and in otherwise applying for, obtaining or maintaining
                patent, copyright or other protection subject to GSK BIO's
                acknowledgement, as set forth in this paragraph, and to GSK BIO bearing
                all necessary costs and expenses in relation
                thereto.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          18
          of 40

        
          

        

      

      
        
        

      

    

    If
      any of
      the Intellectual Property owned by RGI is necessary in order to reasonably
      use
      the gene expression values owned by GSK BIO according to this Agreement, RGI
      will grant GSK BIO a non-exclusive, fully paid up, irrevocable, world wide
      license with the right to sublicense to use such Intellectual Property solely
      for the purpose of using GSK BIO's gene expression values.

     

    
      	6.6	
              RGI
                shall be entitled to utilize the gene expression values (although
                GSK BIO
                retains ownership of the gene expression values) only for the purposes
                of
                this Agreement, and any designs, developments, ideas, discoveries,
                inventions and information designed, developed, discovered, invented,
                produced or originated by RGI independent of GSK BIO in the course
                of or
                as a result of RGI's use of the gene expression values provided to
                GSK BIO
                by RGI pursuant to this Agreement shall be the sole and absolute
                property
                of GSK BIO. All such designs, developments, ideas, discoveries, inventions
                and information shall be part of the Confidential Information of
                GSK BIO.
                RGI shall reasonably cooperate with GSK BIO in the filing of any
                necessary
                applications and in otherwise applying for, obtaining or maintaining
                patent, copyright or other protection with regard to any such designs,
                developments, ideas, discoveries, inventions and information, subject
                to
                GSK BIO's bearing all necessary costs and expenses in relation
                thereto.

            


    

     

    
      
        
          	6.7	
                  The
                    Parties-shall observe all copyrights in written material, including
                    computer software, belonging to the other Party or any third
                    Party and
                    will not make any unauthorised copies of such material or
                    software.

                


        

      

    

     

    
      
        
          	6.8	
                  Each
                    Party acknowledges that the other Party owns certain inventions,
                    processes, know-how, trade secrets, improvements and other intellectual
                    property which have been independently developed by each Party
                    and which
                    relate to that Party's business or operations. It is acknowledged
                    that the
                    intellectual property owned by either Party on the date of this
                    Agreement
                    will remain the exclusive property of the owning
                    Party.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          19 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	
            	6.8.1	
              GSK
                BIO shall provide RGI with sufficient amounts of all compounds, materials,
                samples or other substances (collectively, the "Test
                Materials")
                with which to perform each Study, as well as sufficient and comprehensive
                data as may be reasonably required by RGI concerning the stability,
                proper
                storage and safety requirements with respect to such Test Materials.
                Such
                Test Materials shall remain the property of GSK BIO at all times
                and shall
                be properly stored by RGI in accordance with the SOW or as otherwise
                agreed by the Parties.

            


    

     

    
      	
            	6.8.2	
              Upon
                completion of any Study, upon request by GSK BIO, any remaining untested
                samples of the Test Materials provided for such Study shall be returned
                to
                GSK BIO for retention in compliance with applicable regulatory
                requirements.

            


    

     

    ARTICLE
      7

     

    RELATIONSHIP
      OF THE PARTIES

     

    
      
        
          	7.1	
                  It
                    is understood that in the performance of this Agreement RGI will
                    be acting
                    in the capacity of an independent contractor and that nothing
                    in this
                    Agreement shall be construed as creating any contract of employment
                    or
                    relationship of principal and agent between GSK BIO and RGI or
                    GSK BIO or
                    any of the Relevant
                    Staff.

                


        

      

    

     

    
      
        
          	7.2	
                  RGI
                    shall perform this Agreement solely as an independent contractor,
                    and as
                    such shall select, engage and discharge its employees and otherwise
                    direct
                    and control the performance of the Studies. Neither RGI nor anyone
                    employed by it shall be, represent, act, or purport to act as,
                    or be
                    deemed to be, the agent, representative, employee, or servant
                    of GSK BIO
                    nor shall GSK BIO nor anyone employed by it be, represent, act,
                    or purport
                    to act as, or be deemed to be, the agent, representative, employee,
                    or
                    servant of RGI.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          20 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	7.3	
              Neither
                GSK BIO nor RGI shall have authority to make any statement,
                representation, or commitment of any kind or to take any action binding
                upon the other Party without the other Party's prior written
                authorization.

            


    

     

    ARTICLE
      8

     

    REPRESENTATION
      AND WARRANTIES - INDEMNIFICATION

     

    
      	8.1	
              RGI
                represents and warrants that RGI and the Relevant
                Staff:

            


    

     

    
      	 	
              8.1.1

            	
              have
                the appropriate level of expertise and qualifications and the necessary
                ability to undertake the work required under this Agreement;
                and

            


    

     

    
      	 	
              8.1.2

            	
              are
                not prevented or restricted by any obligations owed to a third Party
                or
                otherwise in any way from performing the
                Services.

            


    

     

    
      	 	
              8.1.3

            	
              owns
                and/or controls all the necessary rights, including patent rights,
                for the
                performance of the Services in accordance with this
                Agreement.

            


    

     

    
      
        
          	8.2	
                  In
                    addition RGI represents that all members of the Relevant Staff
                    are
                    contractually bound to assign to RGI all inventions, improvements
                    and any
                    other intellectual property rights that may be developed or conceived
                    by
                    the Relevant Staff or that may otherwise arise during the performance
                    of
                    the Services under this Agreement and that none of the Relevant
                    Staff have
                    any rights thereto that could impair or jeopardize the applicability
                    or
                    enforcement of the provisions laid down in Article 6
                    above.

                


        

      

    

     

    
      
        
          	8.3	
                  Each
                    Party represents and warrants that it has the right to enter
                    into this
                    Agreement and is not in conflict with any third Party obligation
                    during
                    the performance of the Study under this
                    Agreement

                


        

      

    

     

    
      
        
          	8.4	
                  In
                    addition to any other indemnification provided herein, RGI agrees
                    to
                    indemnify, defend and hold GSK BIO and its affiliates, shareholders,
                    officers, directors, employees, agents, successors and assigns
                    harmless
                    from and against any and all claims, suits, actions, liabilities,
                    losses,
                    costs, reasonable attorneys' fees, expenses, judgments or damages,
                    whether
                    ordinary, special or consequential (collectively, the "Indemnified
                    Amounts"),
                    arising out of (i) RGI's negligence in the performance of any
                    Study and/or
                    Services, (ii) any wrongful acts or omissions in the performance
                    by RGI of
                    any Study and/or Services hereunder, whether such actions are
                    of RGI, its
                    employees, agents, representatives, subcontractors or invitees
                    or (iii)
                    any material breach of this Agreement by RGI, its employees,
                    agents,
                    representatives, subcontractors or
                    invitees.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          21 of
          40

        
          

        

      

      
        
        

      

    

    
      
        
          	8.5	
                  In
                    addition to any other indemnification provided herein, GSK BIO
                    agrees to
                    indemnify, defend and hold RGI and its affiliates, shareholders,
                    officers,
                    directors, employees, agents, successors and assigns harmless
                    from and
                    against any and all Indemnified Amounts arising out of (i) GSK
                    BIO's
                    negligence in the conduct of the activities to be performed by
                    GSK BIO
                    under this Agreement, (ii) any wrongful acts or omissions in
                    the conduct
                    of the activities to be performed by GSK BIO under this Agreement,
                    whether
                    such actions are of GSK BIO, its employees, agents, representatives,
                    subcontractors or invitees or (iii) any material breach of this
                    Agreement
                    by GSK BIO, its employees, agents, representatives, subcontractors
                    or
                    invitees.

                


        

      

    

     

    
      	
              8.6

            	
              Where
                claims relate to those by third Parties and in the event either Party
                incurs, or expects to incur expenses, damages, claims or liability
                for
                which it is entitled hereunder to seek indemnification from the other
                Party, the Party claiming indemnification (the "Indemnitee")
                shall promptly notify the other Party (the "Indemnitor")
                and shall permit the Indemnitor, at the indemnitor's sole discretion,
                to
                settle any such claim or suit and agrees to the complete control
                of the
                defense or settlement of such claim or suit by the Indemnitor, and
                the
                Indemnitor shall not be responsible for any legal fees or other costs
                incurred other than as provided in this Agreement. The Indemnitee,
                its
                employees, consultants and agents, shall cooperate fully with the
                Indemnitor and its legal representatives in the investigation and
                defense
                of any claims or suits covered by the indemnification provisions
                of this
                Agreement. Neither Party will be liable for any loss of actual or
                anticipated income or profits or for any special, indirect or
                consequential loss or damages.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          22
          of 40

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      9


     

    TERMINATION

     

    
      	
              9.1

            	
              GSK
                BIO shall have the absolute and unconditional right, in its sole
                judgment
                and discretion, to terminate this Agreement and/or any Study performed
                under this Agreement for any reason, with or without cause, such
                termination to be effective on the next anniversary date of the Effective
                Date provided at least ninety (90) days prior written notice is given
                to
                RGI.

            


    

     

    
      	9.2	
              Either
                Party ("the
                Non-Defaulting Party") may
                terminate this Agreement by notice in writing if (a) the other Party
                commits or permits a material breach of this Agreement which is incapable
                of remedy, or if capable of remedy, the breaching Party fails to
                cure that
                breach within ninety (90) days after receiving written notice thereof
                from
                the Non-Defaulting Party; or (b) the other Party ceases to exist
                as a
                going concern as a result of bankruptcy or insolvency; or (c) due
                to loss
                of Key Personnel. "Key Personnel" for the purposes of this Agreement
                means
                Kathleen Danenberg. RGI warrants that all intellectual property rights
                of
                Kathleen Danenberg that are necessary for the performance of Services
                hereunder have been assigned to
                RGI.

            


    

     

    
      	9.3	
              Subject
                to clause 6.5. above, if GSK BIO terminates this Agreement pursuant
                to
                clause 9.1 above, GSK BIO shall be permitted to use the technology
                used by
                RGI in performance of the Services solely for the purpose of completing
                any unperformed services pursuant to any then outstanding and pending
                SOW
                during the remainder of the existing Term (with no renewals permitted).
                To
                the extent that GSK BIO requests RGI's assistance in such use of
                the
                technology, and RGI agrees to provide such assistance, then GSK BIO
                shall
                provide appropriate compensation to RGI for such
                assistance.

            


    

     

    
      	9.4	
              In
                the event of termination of this Agreement and/or any Study performed
                under this Agreement, RGI shall use all reasonable efforts to minimize
                any
                further costs and RGI shall be reimbursed only for the Services actually
                performed and the expenses actually and reasonably incurred as of
                the
                effective date of such termination. RGI will reimburse any amounts
                overpaid by GSK BIO.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          23
          of 40

        
          

        

      

      
        
        

      

    

     

    In
      case
      GSK BIO terminates this Agreement for a breach committed by RGI according to
      clause 9.2. (a) above or in case RGI terminates this Agreement, except if such
      termination is for a breach committed by GSK BIO according to 9.2. (a), RGI
      shall refund the part of the Upfront Payment that has not yet been credited
      against work performed by RGI according to clause 3.4.

     

    In
      case
      GSK BIO at any time during the calendar year 2007 terminates this Agreement
      due
      to its decision to terminate its [***] RGI shall refund 50% of the Upfront
      Payment that has not yet been credited against work performed by RGI according
      to clause 3.4.

     

    
      	
              9.5

            	
              Upon
                termination of this Agreement, if requested by the other Party, each
                Party
                shall immediately deliver up to the other Party or, if the other
                Party
                agrees, destroy all copies of and other embodiments of any of the
                Confidential Information and all other correspondence, documents,
                specifications, and any other property belonging to the other Party
                which
                may be in its/his/her possession. One archival copy of such materials
                may
                be maintained in the possession of legal counsel for the
                Party.

            


    

     

    
      	
              9.6

            	
              Clauses
                5, 6, 7, 8, 12 and 17 shall survive termination of this Agreement
                for
                whatever reason.

            


    

     

    
      	
              9.7

            	
              The
                Parties may terminate this Agreement at any time by mutual agreement
                in
                writing, executed by both Parties.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        
          Page
            24
            of 40

        

        
          

        

      

      
        
        

      

    

    ARTICLE
      10

     

    FORCE
      MAJEURE

     

    
      
        	10.1	
                In this
                  Agreement, "force majeure" shall mean any cause preventing either
                  Party
                  from performing any or all of its obligations which arises from
                  or is
                  attributable to acts, events, omissions or accidents beyond the
                  reasonable
                  control of the Party so prevented including, without limitation,
                  strikes,
                  lock-outs or other industrial disputes (whether involving the workforce
                  of
                  the Party so prevented or of any Third Party), act of God, war,
                  terrorism,
                  riot, civil commotion, malicious damage, compliance with any law
                  or
                  Governmental order, rule, regulation or direction, accident, breakdown
                  of
                  plant or machinery, fire, flood or storm (each a "Force Majeure
                  Condition"). Subject to clause 10.3, each Party shall be released
                  from its
                  obligations under this Agreement to the extent that its performance
                  hereunder is delayed, hindered or prevented by force
                  majeure.

              


      

    

     

    
      	10.2	
              If
                either Party is prevented or delayed in the performance of any of
                its
                obligations under this Agreement by force majeure, that Party shall
                forthwith serve notice in writing on the other Party specifying the
                nature
                and extent of the circumstances giving rise to force majeure, and
                shall
                subject to service of such notice and to clauses 10.3 and 10.4, have
                no
                liability in respect of the performance of such of its obligations
                as are
                prevented by the force majeure event during the continuation of such
                events, and for such time after they cease as is necessary for that
                Party,
                using all reasonable endeavours, to recommence its affected operations
                in
                order for it to perform its
                obligations.

            


    

     

    
      
        
          	10.3	
                  The
                    Party claiming to be prevented or delayed in the performance
                    of any of its
                    obligations under this Agreement by reason of force majeure shall
                    use all
                    reasonable endeavours to bring the force majeure event to a close
                    or to
                    find a solution by which the Agreement may be performed despite
                    the
                    continuation of the force majeure
                    event.

                


        

      

    

     

    
      
        
          	10.4	
                  If
                    either Party is prevented from performance of its obligations
                    for a
                    continuous period in excess of three (3) months due to force
                    majeure, the
                    other Party may terminate this Agreement forthwith on service
                    of written
                    notice upon the Party so prevented, in which case neither Party
                    shall have
                    any liability to the other except that rights and liabilities
                    which
                    accrued prior to such termination shall continue to
                    subsist.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          25 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	10.5	
              Notwithstanding
                anything in this Article 10 to the contrary, no Force Majeure Condition
                shall relieve GSK BIO of the obligation to pay for Testing Services
                which
                have already been completed by RGI.

            


    

     

    ARTICLE
      11

     

     NOTICE

     

    
      	11.1	
              Any
                notice required by this Agreement to be given to either Party shall
                be in
                writing and shall be served by being addressed to the address of
                the other
                Party stated in this Agreement or such other address as may from
                time to
                time have been notified by a notice given in accordance with this
                clause.
                Any notice or other document to be given under this Agreement shall
                be
                deemed to have been duly given if left at or sent to the address,
                or if
                more than one is designated by a Party, to the addresses, referred
                to in
                clause 11.2 by:

            


    

     

    
      	
            	11.1.1	
              hand
                or courier;

            


    

    


    
      	
            	11.1.2	
              first
                class post, express or other fast postal service (airmail if abroad);
                or

            


    

     

    
      	
            	11.1.3	
              registered
                post; or

            


    

    


    
      	
            	11.1.4	
              facsimile
                or other electronic media.

            


    

     

    
      
        
          	
                	11.1.5	
                  Any
                    such notice or other document shall be deemed to have been received
                    by the
                    addressee five (5) working days following the date of dispatch
                    of the
                    notice or other document by or, where the notice or other document
                    is sent
                    by hand or courier or is given by facsimile or other electronic
                    media,
                    simultaneously with the delivery or transmission. To prove the
                    giving of a
                    notice or other document it shall be sufficient to show that
                    it was
                    dispatched.

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          26 of
          40

        
          

        

      

      
        
        

      

    

     

    
      	
            	11.1.6	
              The
                initial details for the purposes of clause 11.1
                are:

            


    

     

    For
      GSK BIO

    Attn:
      General Counsel

    Rue
      de
      I'Institut 89

    B-1330
      Rixensart

    Belgium

    Facsimile:
      + 32 –
      2656 - 8144

     

    For
      RGI

    Attn:
      Kathleen Danenberg 

    1640
      Marengo Street Suite 600 

    Los
      Angeles, CA 90033 

    Fax:
      323-224-3096

     

    ARTICLE
      12

     

     GOVERNING
      LAW AND JURISDICTION

     

    
      	12.1	
              This
                Agreement will be governed by and construed in accordance with the
                laws of
                Belgium, without regard to its conflict of laws or choice of laws
                principles. The Parties agree that any disputes arising under this
                Agreement shall be presented exclusively before the Courts of Nivelles,
                Belgium. Each Party hereby submits itself to the personal jurisdiction
                and
                venue of such courts in connection with any such proceedings, and
                agrees
                to accept service of process by
                mail.

            


    

     

    ARTICLE
      13 

     

    ENTIRE
      AGREEMENT, AMENDMENT OR VARIATION

     

    
      
        
          	13.1	
                  This
                    Agreement sets out the entire agreement and understanding between
                    the
                    Parties regarding the subject matter of this Agreement and supersedes
                    all
                    prior discussions, arrangements and agreements, whether oral
                    or in writing
                    or which may be inferred from the conduct of the
                    Parties.

                


        

      

    

     

    
      
        
          	13.2	
                  No
                    other terms and conditions including any standard terms and conditions
                    of
                    GSK BIO, RGI or their Affiliates) shall apply in relation to
                    this
                    Agreement or the provision of the Services or of any other Services
                    by RGI
                    to GSK BIO, save for any additional terms and conditions specifically
                    agreed to in writing hereafter by the
                    Parties.

                


        

         

        
          Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 406 of the Securities Act.

        

        
          
            
            

          

          
            Page
              27 of
              40

            
              

            

          

          
            
            

          

        

      

    

    
      	13.3	
            	
              Any
                amendment or modification to this Agreement shall be made in writing
                and
                signed by both Parties.

            


    

     

    ARTICLE
      14

     

    VALIDITY/SEVERABILITY

     

    
      	14.1	
            	
              The
                invalidity or unenforceability of any provision of this Agreement
                shall
                not affect the validity or enforceability of any other provision,
                which
                shall remain in full force and effect. The Parties shall use their
                reasonable efforts to achieve the purpose of the invalid provision
                by a
                new legally valid stipulation.

            


    

     

    ARTICLE
      15 

     

    ASSIGNMENT

     

    
      	15.1	
            	
              Either
                Party may assign this Agreement in whole or in part, provided that,
                if RGI
                wishes to assign this Agreement in whole or in part, it shall first
                obtain
                the prior written consent of GSK BIO,
                which shall not be unreasonably withheld.

            


    

     

    ARTICLE
      16 

     

    WAIVER

     

    
      	16.1	
            	
              The
                failure of either Party to exercise any right or remedy under this
                Agreement shall not be deemed to be a waiver of such right or remedy.
                Any
                waiver in respect of any breach of any provision of this Agreement
                which
                is made in writing shall be valid but shall not be construed to be
                a
                waiver of any succeeding breach of such a
                provision.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          28
          of 40

        
          

        

      

      
        
        

      

    


    ARTICLE
      17 

     

    ANNOUNCEMENTS

     

    
      	
              17.1

            	
            	
              Neither
                Party shall publish the existence or subject matter of this Agreement
                without the prior written consent of the other Party, such consent
                not to
                be unreasonably withheld or
                delayed.

            


    

     

    
      	
              17.2

            	
            	
              No
                oral or written release of any statement, information, advertisement
                or
                publicity matter having any reference to either GSK BIO or RGI, express
                or
                implied, shall be used by the other Party or on the other Party's
                behalf,
                unless and until such matter shall have first been submitted to and
                received the approval in writing of the Party whose name is being
                used.

            


    

     

    ARTICLE
      18 

     

    PERMITS

     

    
      	18.1	
            	
              RGI
                shall obtain and pay for all permits, governmental fees, and licenses
                necessary for it to perform the Studies hereunder and shall obtain
                all
                required inspections, authorizations and approvals prior to commencement
                of any Study hereunder.

            


    

     

    ARTICLE
      19 

     

    RECORDS

     

    
      	19.1	
            	
              RGI
                agrees to maintain for a period of two (2) years after the termination
                or
                expiration of this Agreement adequate records of, and copies of all
                receipts for expenses incurred in connection with, the performance
                of the
                Services and allow access to GSK BIO and its authorised representatives
                to
                inspect such records and receipts upon reasonable
                notice.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          29
          of 40

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      20 

     

    LABORATORY
      VISITS

     

    
      	20.1	
            	
              GSK
                BIO's representatives may visit RGI's facilities at reasonable times,
                on
                reasonable prior notice, and with reasonable frequency, during normal
                business hours to observe the progress of the Testing Services. RGI
                will
                assist GSK BIO in scheduling such
                visits.

            


    

     

    ARTICLE
      21 

     

    FDA/EMEA
      VISITS

     

    
      	
              21.1

            	
            	
              At
                GSK BIO's request, a representative of RGI shall accompany GSK BIO
                to
                FDA/EMEA to explain or discuss any and all aspects of the Testing
                Services. Such visit or visits to the FDA/EMEA shall be arranged
                at times
                mutually agreeable to GSK BIO and RGI. All reasonable travel and
                living
                expenses incurred by RGI in connection with such visits shall be
                reimbursed by GSK BIO.

            


    

     

    
      	
              21.2

            	
            	
              RGI
                shall notify GSK BIO of any request from FDA/EMEA, other federal
                or state
                agencies or any other Third Party to inspect or otherwise gain access
                to
                the information, gene expression values, clinical samples, or materials
                pertaining to the Services performed by RGI under this Agreement.
                RGI
                shall notify GSK BIO of such request prior to permitting any Third
                Party
                access, unless prior notice is not reasonably
                feasible.

            


    

     

    
      	
              21.3

            	
            	
              RGI
                agrees to permit inspection of such information, gene expression
                values,
                clinical samples, or other materials by authorized representatives
                of
                FDA/EMEA and as otherwise required by law. During such inspections,
                RGI
                shall provide appropriate scientific and quality assurance support.
                RGI
                shall promptly send GSK BIO a copy of any inspection reports received
                by
                RGI as a result of any such
                inspection.

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          30
          of 40

        
          

        

      

      
        
        

      

    

    ARTICLE
      22 

     

    COUNTERPARTS

     

    
      	22.1	
            	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be deemed an original but all of which together shall constitute
                one
                and the same instrument.

            


    

     

    SIGNATURE
      PAGE FOLLOWS

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          31 of
          40

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      whereof
      the Parties have executed this Agreement on the date above written.

     

    Signed
      for and on behalf of GlaxoSmithKline
      Biologicals SA
      by

     

    
      	 	 	 	 
		Signature	
               Date

            	XX
              December
              06
	
              

              Name:
                Jean Stephenne

              
                Title:
                  President General Manager

              

            	 	 	
            


    

     

    
      	 	 	 	 
		Signature	
               Date
                

            	14
              December
              06
	
              

              Name:
                Jean-Paul Prieels

            	 	 	
            
	
              Title:
                Senior Vice President 

              Research
                & Development

            	 	 	 


    

     

    Signed for and on behalf of Response
      Genetics Inc. by

     

    
      
        	 	 	 	 
		Signature	
                 Date
                  

              	15
                December
                06
	
                

                Name:
                  Kathleen
                  Danenberg

              	 	 	
              
	
                Title: Chief
                  Executive Officer

              	 	 	 


      

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

    

    
      
        
        

      

      
        Page
          32 of
          40

        
          

        

      

      
        
        

      

    

     

    
      Response
        Genetics List of Services

       

      Exhibit
        A

       

      TESTING
        SERVICES FEE
        SCHEDULE

       

      
        
          	
                  RGI
                    Services

                	 	
                  Cost

                	 	
                  Explanation
                    of Service

                
	
                  [***]

                	
                   

                	
                  [***]

                	
                   

                	
                  [***]

                
	 	 	 	 	 
	
                  [***]

                	
                   

                	
                  [***]

                	
                   

                	
                  [***]

                
	
                   

                	
                   

                	
                	
                   

                	
                   

                
	
                  [***]

                	
                   

                	
                  [***]

                	
                   

                	
                  [***]

                
	 	 	 	 	 
	
                  [***]

                	
                   

                	
                  [***]

                	
                   

                	
                  [***]

                
	
                   

                	
                   

                	
                	
                   

                	
                   

                
	
                  [***]

                	
                   

                	
                  [***]

                	
                   

                	
                  [***]

                


        

      

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

      
        
          
          

        

        
          Page
            33 of
            40

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                RGI
                  Services

              	 	
                Cost

              	 	
                Explanation
                  of Service

              	
                 

              
	
                [***]

              	 	
                [***]

              	 	
                 

              	
                 

              
	
                 

              	 	
              	 	
                 

              	
                 

              
	
                [***]

              	 	
                [***]

              	 	
                [***]

              	
                 

              
	
                 

              	 	
              	 	
                 

              	
                 

              
	
                [***]

              	 	
                [***]

              	 	
                [***]

              	
                 

              
	 	 	 	 	 	 
	
                [***]

              	 	
                [***]

              	 	
                [***]

              	
                 

              
	 	 	 	 	 	 
	
                [***]

              	 	
                [***]

              	 	
                [***]

              	
                 

              
	
                 

              	 	
              	 	
                 

              	 
	 	 	 	 	 	 


      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          34 of
          40

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    FORM
      TASK ORDER/STATEMENT OF WORK AND SCHEDULES

     

    TASK
      ORDER/STATEMENT OF WORK REFERENCE NUMBER _______

     

    This
      TASK
      ORDER/STATEMENT OF WORK is effective ______________, 200_
      (the
      "Effective Date") between

    _____________________
      ("Contractor"), with offices located at
      ________________________________________, and

     

    GlaxoSmithKline
      Biologicals SA, with offices located rue de I'lnstitut 89, B-1330 Rixensart,
      Belgium ("GSK").

     

    BACKGROUND

     

    GSK
      and
      Contractor are parties to a Master Agreement (or are Affiliates of the
      parties to the Master Agreement) with an effective date of
      __________.
      The
terms
      and
      conditions of that Master Agreement are used by GSK and Contractor, by executing
      this Task Order/Statement of Work, to contract for the laboratory research
      services described in this Task Order/Statement of Work.

     

    The
      following shall apply in this Task Order/Statement of Work and to the Study
      which is the subject of this Task Order/Statement of Work:

     

    CONTRACTOR'S
      NAME: Response Genetics, inc.

    CONTRACTOR'S
      ADDRESS: 1640 Marengo St., #600, Los Angeles, CA 90033

    CONTRACTOR'S
      TELEPHONE NO.: +1-323-224-3900

    CONTRACTOR'S
      TAX ID #:113525548

     

    TEST
      NAME:

     

    STUDY
      TITLE (if applicable):

     

    GSK
      PROTOCOL NUMBER (if applicable):

     

    CONTRACTOR
      MONITOR :

     

    GSK
      REPRESENTATIVE :

     

    Period
      of
      Performance of the Services : From [day]
      [month] [year]
      To
[day]
      [month] [year]

     

    1.
      THE
      SERVICES

     

    Contractor
      agrees to perform the Services as described in the Protocol, task description,
      and/or Study proposal in Schedule A, attached and incorporated by reference
      as
      part of this Task Order/Statement of Work, and in accordance with the terms
      of
      the Master Agreement.

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          35 of
          40

        
          

        

      

      
        
        

      

    

     

    2.
      COMPENSATION

     

    In
      consideration for its performance of Services under this Task Order/Statement
      of
      Work, GSK shall pay Contractor in accordance with the payment schedule as
      documented in Schedule B, attached and incorporated by reference as part of
      this
      Task Order/Statement of Work.

     

    3. ARCHIVING
      SPECIFICATIONS

     

    Anticipated
      date of Study completion of work as detailed in schedule A :

     

    4. TERM:
      TERMINATION

     

    This
      Task
      Order/Statement of Work shall continue until the Services are completed or
      until
      terminated as provided in the Master Agreement. The performance schedule is
      summarized below with the major milestones and delivery dates (modify as
      needed):

     

    Start
      date:

     

    First
      sample delivered 

    Final
      sample delivered 

    Final
      assay complete 

    Final
      Report:

     

    5.
      INCORPORATION
      BY REFERENCE

     

    The
      terms
      and conditions of the Master Agreement are hereby incorporated by reference
      into
      and made a part of this Task Order/Statement of Work. All defined terms within
      the Master Agreement shall have the same meaning when used in this Task
      Order/Statement of Work. If any provisions of this Task Order/Statement of
      Work
      are in direct conflict with this Master Agreement so that the provisions of
      both
      cannot be given effect, the terms of this Task Order/Statement of Work shall
      govern the specific issue.

     

    6.
      NOTICE.
      In
      addition to the recipients of notice listed in the Master Agreement, notices
      applicable to this Task Order/Statement of Work Agreement shall be sent to
      (list
      all relevant contacts at both Contractor and GSK including study director
      below):

    
       

      
        
          	
                  If
                    to Contractor:

                	
                  If
                    to GSK:

                
	
                  Name:

                	
                  Name:

                
	
                  Address:

                	
                  Address:

                
	
                  Facsimile:

                	
                  Facsimile:

                
	
                  Copy
                    to:

                	
                  Copy
                    to:

                


        

      

    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          36 of
          40

        
          

        

      

      
        
        

      

    

     

    7.
      ADDITIONAL
      TERMS.
      Include
      any additional project-specific terms.]

     

    8.ENTIRE
      AGREEMENT.
      This
      Task
      Order/Statement of Work, including the incorporated terms of the Master
      Agreement, represents the entire and integrated agreement between Contractor
      and
      GSK-Biologicals and supersedes all prior negotiations, representations or
      agreements, either written or oral, regarding the Study.

    
      	 	 	 	 
	
              GLAXOSMITHKLINE BIOLOGICALS
                SA

            	 	 	CONTRACTOR'S NAME 
	 	 	 	 
	By:	 	 	By:
	
              
                

              
Name:	 	 	
              
                

              
Name:
	Title:	 	 	Title:
	
              Date:
                

            	 	 	Date: 
	
              
                

              

            	 	 	
              
                

              

            


    

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          37 of
          40

        
          

        

      

      
        
        

      

    

    TASK
      ORDER/STATEMENT OF WORK

     

    SCHEDULE
      A

     

    DESCRIPTION
      OF THE SERVICES

     

    The
      Contractor shall perform _______ According
      agreed Standard _____ as
      detailed
      below.

     

    Test
      Performance Assessment

    
       

      
        	·	
                Screening
                  Step

              


      

       

      
        	·	
                Technical
                  Bridge

              


      

       

      
        	·	
                Clinical
                  Bridge

              


      

    

     

    Test
      name

     

    Contractor
      or GSK Standard Operating Procedure 

     

    number

     

    Validation
      plan

     

    Specific
      Quality Standard (if negative) 

     

    Reporting

     

    Timings

     

    Prices
      (see schedule B) 

     

    Archiving
      

     

    Responsibility

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          38
          of 40

        
          

        

      

      
        
        

      

    

     

    Test
      Routine

     

    Test
      name

     

    Contractor
      or GSK Standard Operating Procedure 

     

    number

     

    Study
      title

     

    Planned
      number samples 

     

    Timings:

     

    
      
        	
              	·	
                Turnaround
                  time

              


      

       

      
        	
              	·	
                Timetable

              


      

    

     

    Archiving

     

    Prices
      (see schedule B)

     

    Reporting

     

    Responsibility

     

    Specific
      Quality Standard (if negative)

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          39
          of 40

        
          

        

      

      
        
        

      

    


    TASK
      ORDER/STATEMENT OF WORK

     

    SCHEDULE
      B

     

    PAYMENT/PAYMENT
      SCHEDULE

     

    Payment
      schedule should be generally cost neutral throughout study period

     

    Invoices
      should be dispatched regularly at monthly intervals throughout the course of
      the
      analyses.

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        Page
          40
          of 40