Unassociated Document


    MASTER
      AGREEMENT FOR THE SUPPLY OF LABORATORY TEST SERVICES

     

    THIS
      MASTER LABORATORY TEST SERVICES AGREEMENT (the "Agreement")
is
      made
      the _17th day
      of
      January, 2006 ("Effective Date")

     

    between:-

     

    
      
        
          	
                	(1)	
                  SMITHKLINEBEECHAM
                    CORPORATION (d.b.a.
                    GlaxoSmithKline) a
                    corporation having its principal office at One Franklin Plaza,
                    Philadelphia PA 19101, USA ("GSK"); 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
                is a 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.

            


    

     

    
      	(C)  	
              In
                reliance upon that skill, knowledge and experience, GSK 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.

            


    

     

    IT
      IS HEREBY AGREED AS FOLLOWS:

     

    DEFINITIONS
      AND INTERPRETATIONS

     

    101
      Master
      Laboratory Services Rev. 2 May 2001

    for
      GSK US
      Entity Change

     

     

    

      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.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        
          	
                	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:

            


       

      	1.2  	
              "Agreement"
                means
                this Agreement between GSK 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 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 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.

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

            


    

     

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

            


    

     

    
      	1.6  	
              "Person"
                and
                words importing 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;

              

            


       

       

      

        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.

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    

      	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;

            


       

      	1.9  	
              "Services"
                means the services to be provided by RGI pursuant to this Agreement
                (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, 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;

            


       

      	1.10  	
              "Term"
                means
                that this Agreement shall commence on the Effective Date and shall
                continue until the third (3rd)anniversary of the Effective Date ("Initial
                Term"), unless sooner terminated in accordance with the provisions
                hereof,
                renewable at the option of, and upon the agreement of
                both Parties in additional one (1) year increments ("Renewal Term"),;
                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 are to the recitals
                  and
                  clauses of and, if applicable, the schedules to, this Agreement.
                  To the
                  extent
                  that there is conflict between or ambiguity relating to any schedules
                  to
                  this
                  Agreement and the remainder of this Agreement, the wording of the
                  schedules
                  shall prevail.

              


      

      

         

        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.

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	3	
                Any
                  schedules 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. Schedules
                  may
                  not
                  be added to this Agreement except by the express written consent
                  of both
                  Parties.

              


      

       

      
        	
              	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 or any Affiliate of GSK. Each SOW shall
                  include as
                  attachments
                  (i) a detailed Protocol document ("Protocol")
                  which shall be provided by GSK or prepared by RGI under GSK's direction
                  and approved in writing by GSK, 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.

      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      	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 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, RGI shall consult with GSK to assist GSK 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
                ("GSK
                Representative"),
                which GSK Representative shall have responsibility over
                all matters relating to the performance of such Study on behalf of
                GSK.

            


      

         

        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.

      

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

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

            


       

    

    
      
        	
                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 mistake in conducting Testing Services, RGI agrees to
                  notify GSK
                  of such occurrence
                  in writing promptly following the day such discovery is made. Upon
                  receipt
                  of such notice, GSK will notify RGI in writing, within a reasonable
                  time,
                  whether
                  corrective measures which may include retesting are required to
                  ensure
                  validity
                  of results, and GSK will not be invoiced for any necessary corrective
                  measures.
                  RGI agrees to promptly implement necessary corrective measures.
                  The retest
                  data will be reported by RGI to GSK within a reasonable time from
                  the
                  receipt by RGI of notification from GSK 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. GSK shall have the right, but
                  not the
                  obligation,
                  to unilaterally extend the Term for up to two (2) one-year periods
                  ("Renewal Term")
                  beyond the initial Term by providing at written notice to RGI at
                  least
                  thirty (30) days
                  prior to expiration of the Term. Further renewals shall be subject
                  to the
                  written agreement
                  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.

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	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
                prior
                to the expiration of the term of this Agreement, until all such Studies
                have been completed, and the final report and any other pertinent
                Study-related documents for such Studies have been received by and
                completed to the reasonable satisfaction of GSK. All references in
                this
                Agreement to "Term of this Agreement" shall be deemed to include
                both
                the initial Term and any Renewal
                Terms.

            


    

     

    ARTICLE
      3 

     

    COMPENSATION

     

    
      
        
          	3.1	
                  GSK
                    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 on a quarterly
                    basis
                    for Services
                    provided pursuant to the Agreement. All payments due hereunder
                    shall be
                    paid
                    by GSK net thirty (30) days upon receipt by GSK of an accurate,
                    complete
                    invoice. Absent terms in the SOW to the contrary, nothing in
                    this
                    Agreement shall be interpreted to
                    require RGI to initiate any SOW or to require GSK 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 rate of prime plus one percent for any payments
                    not
                    timely made to it under this Agreement. In the event that GSK
                    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 initial
      Term.

     

    
      
        
          	3.2	
                  GSK
                    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
                  shall [***] per
                  sample.

              


      

      

         

        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.

      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

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

                

              


      

       
        
          	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
                        provided for analysis must 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 for that sample. Assuming that the samples
                        provided by
                        GSK for analysis meet agreed upon specified criteria, RGI
                        agrees to
                        extract RNA from at least [***]% of the samples, calculated
                        on an annual basis. If RGI is unable to extract RNA from
                        at
                        least [***]%
                        of the samples that meet RGI's criteria, calculated on an
                        annual basis,
                        GSK shall not be charged for those samples from which RGI
                        was unable to
                        extract
                        RNA. If RGI is able to extract RNA from at least [***]% of
                        the samples
                        that
                        meet RGI's criteria, calculated on an annual basis, GSK shall
                        nevertheless
                        be
                        charged for all samples if the non-conformance to RGI criteria
                        could not
                        have reasonably been determined by RGI without having performed
                        the
                        analysis first.

                    

                  


          

           
            
              	3.2.5 	
                      
                        Samples,
                          for the purposes of this Agreement, may include samples
                          from any
                          GSK-funded
                          source or sponsored samples deemed of interest to
                          GSK.

                      

                    


            

             

            
              	3.3	
                      GSK
                        agrees to make a non-refundable upfront payment of two million
                        US dollars
                        ($ 2,000,000) within two weeks from the Effective Date ("Upfront
                        Payment"). This payment shall be credited against future
                        work undertaken
                        in the initial Term of this Agreement,
                        in the following
                        manner:

                    


            

          

        

      

    

    
       

      
        	Year
                1 credit:	 	$	[***]	 
	
                Year
                  2 credit: 

              	 	$	[***]	 
	Year
                3 credit:	 	
                $

              	
                [***]

              	 


      

       

      

        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.

      

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          	3.4	
                  In
                    addition to the Upfront Payment, GSK agrees to make minimum payments
                    of
                    $[***]
                    annually during each year of the Term. Such additional minimum
                    payments
                    are above and beyond the work credited against the Upfront Payment
                    referenced in Section 3.3, and are hereinafter referred to as
                    the Annual
                    Minimum. GSK agrees to pay within thirty (30) days after each
                    anniversary
                    from the Effective Date the amount corresponding
                    to the shortfall to reach the Annual Minimum payment (a) if GSK
                    failed in
                    that
                    year to submit to RGI a sufficient number of samples for that
                    year to
                    generate payment obligations (above and beyond the amount credited
                    in that
                    year against the Upfront
                    Payment) meeting the Annual Minimum and (b) provided that RGI
                    has not
                    materially
                    breached its obligations under this Agreement, including but
                    not limited
                    to the
                    minimum Service levels set forth herein such as the Service levels
                    and
                    Service requirements
                    set forth in Section 3.2.4 and Article4. If GSK submits to RGI
                    in a
                    particular
                    year samples which generate payment obligations exceeding both
                    the work
                    credited against the Upfront Payment and the Annual Minimum payment
                    for
                    that year, the excess payments may be applied against the Annual
                    Minimum
                    payment required for
                    the following contract year (in the event and to the extent that
                    work
                    generated in that following contract year does not meet or exceed
                    the
                    amount credited against the Upfront
                    Payment and the Annual Minimum payment for that
                    year).

                


        

         

        
          	3.5	
                  If
                    GSK and RGI mutually agree to extend the Agreement for a Renewal
                    Term, the
                    Agreement shall be extended on the same terms and with the same
                    Annual
                    Minimum payment
                    amount ($[***]) and terms. If the Agreement is not renewed beyond
                    the Initial Term, then unused credit against upfront and minimum
                    payments
                    made by GSK to RGI under Section 3.3 may be applied to work under
                    any SOW
                    agreed upon prior to expiration of the Agreement ("Rollover Credit"),
                    subject to the following conditions: (1) All such work must be
                    scheduled
                    so that it is completed within one year of the expiration of
                    the initial
                    Term of the Agreement; (2) The pricing provisions set forth in
                    this
                    Agreement and as referenced in the pricing schedule shall not
                    be binding
                    on RGI, and RGI may specify new pricing for its services; (3)
                    The Rollover
                    Credit amount shall not exceed
                    $[***].

                


        

         

        
          	3.6	
                  If
                    GSK provides samples in excess of the amounts needed to meet
                    the
                    Annual 
                    Minimum set forth in 3.3 above, the excess (the "Excess") shall be
                    invoiced to GSK and
                    shall be subject to a [***]% discount on the cost per sample
                    set forth
                    in 3.1. Notwithstanding
                    the foregoing, if GSK applies any of the Excess to its minimum
                    payment
                    obligations in the following contract year, then the discounted
                    amounts on
                    the Excess shall be refunded to RGI at that
                    time.

                


        

      

      

         

        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.

      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        4 

       

      PERFORMANCE
        OF THE SERVICES - SERVICE PROVISIONS

       

      
        	4.1	
                RGI
                  shall provide a turnaround time of seven (7) business days for
                  performance
                  of RT- PCR Testing Services (up to 6 genes plus a housekeeping
                  gene) for
                  up to a maximum of
                  [***] [***] prospective samples delivered to RGI in that time period.
                  If
                  more than [***] [***]
                  prospective samples are provided in any seven (7) business day
                  time
                  period, RGI shall
                  turnaround the excess above [***] in the next 7 business day period.
                  Such
                  excess samples
                  shall be included in the [***] sample maximum for the next 7 business
                  day
                  period.
                  RGI shall provide a turnaround time of two (2) months for performance
                  of
                  Testing Services for retrospective samples delivered to RGI in
                  that time
                  period, subject to
                  the conditions set forth in 4.2
                  herein.

              


      

       

      
        	4.2	
                To
                  assist RGI to expeditiously perform the Testing Services, GSK will
                  use
                  reasonable efforts to evenly distribute samples sent to RGI for
                  testing
                  throughout each quarter and year. If samples for any one quarter
                  will
                  exceed [***] (prospective and retrospective), GSK shall provide
                  RGI notice
                  of how many samples it expects to deliver and of what mutually
                  agreeable
                  genes it will be requesting analysis of at least two (2) quarters
                  in
                  advance to allow RGI sufficient time to supplement resources (personnel,
                  equipment, materials, etc.) or to develop probes or primers, as
                  necessary,
                  in order to analyze the samples
                  expected. If GSK provides such notice to RGI, then GSK shall make
                  best
                  efforts
                  to deliver to RGI for testing samples equalling the estimated sample
                  number. If GSK does not provide such samples for testing, RGI and
                  GSK
                  shall discuss and negotiate in good faith to compensate RGI for
                  any unused
                  investments RGI made in anticipation of such
                  samples.

              


      

       

      
        	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.

              


      

      

         

        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.

      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      
        	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'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 in scheduling such
                  visits.

              


      

       

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

              


      

       

      
        	4.7	
                RGI
                  agrees to comply with all provisions of the Generic Drug Enforcement
                  Act
                  of 1992. RGI
                  further agrees to submit to GSK, 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.

              


      

       

      
        	4.8	
                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 a revised technical and cost proposal for GSK's acceptance
                  prior to making any changes in the SOW for such Study.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	4.9	
                In
                  the event of a conflict in government regulations, GSK shall, upon
                  request
                  by RGI, designate
                  which regulations shall be followed by RGI in its performance of
                  a
                  particular Study.

              


      

       

      
        	4.10	
                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. 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, RGI will provide sample materials
                  to GSK
                  or a copy of documents from the Study Archives, at GSK's expense.
                  To the
                  extent that samples are transferred
                  to GSK, responsibility for maintaining such samples will then be
                  undertaken by
                  GSK. 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.

              


      

       

      
        	4.11	
                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. GSK agrees
                  that such
                  written
                  permission will not be unreasonably withheld; provided, however,
                  that in
                  lieu of the granting of permission for such disposal, GSK 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, by a
                  carrier of GSK's choice and at GSK's expense. In the event RGI
                  requests
                  such permission to dispose of the samples or Study Archives from
                  GSK under the provisions of notice contained in this Agreement,
                  and no
                  response is received from GSK within four (4) weeks, RGI shall
                  be deemed
                  to have received from GSK
                  permission for permanent disposal.

              


      

       

      
        	4.12	
                GSK
                  may, at a reasonable time upon reasonable prior notice, obtain
                  access to
                  the samples
                  and Study Archives, provided that GSK complies with RGI's reasonable
                  access and control procedures relating to such
                  materials.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    

      
        	4.13	
                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. 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 legal age, whichever
                  is
                  older.

              


      

       

      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, 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 fulfill 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

              


        

           

          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.

        

      

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    
      
         

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

              


         

      

    

    
      
        	
                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.

            


       

      
        	5.5	
                The
                  obligations of each Party in this clause 5 shall survive for a
                  period of
                  ten years from
                  the date of disclosure of such
                  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.

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    

      
        	5.6	
                Each
                  of the Parties agrees that damages may not be an adequate remedy
                  for
                  breach of this clause 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, subject to the remaining provisions
                  of this Article 6.

              


      

       

      
        	6.2	
                RGI
                  will make reasonable efforts to disclose to GSK all inventions
                  and
                  improvements (whether
                  patentable or not) and all copyrightable works made by it which
                  are
                  governed by
                  this Section 6.1. RGI agrees, upon GSK's written request, to cooperate
                  at
                  GSK's expense
                  in formally assigning title to GSK to such inventions, improvements
                  and
                  copyrightable
                  works, and to assist GSK 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 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 in protecting
                  its rights in such works. Such works shall be deemed to be the
                  property of
                  GSK, and shall be included in the Confidential Information of GSK
                  under
                  this Agreement.

              


      

       

      
        	6.4	
                RGI
                  owns, and GSK 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 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, including any
                  improvements or modifications thereto which are developed during
                  the
                  course of RGI's performance under the Agreement, the Parties intending
                  that all utilization of the Testing Services, algorithms and
                  relating Intellectual Property by GSK shall at all times inure
                  to the
                  exclusive benefit 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.

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      
        	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 independent of RGI in the course
                  of or as a
                  result
                  of GSK's use or analysis of the gene expression values provided
                  to GSK by
                  RGI pursuant
                  to this Agreement shall be the sole property of GSK. All such designs,
                  developments, ideas, discoveries, inventions and information shall
                  be part
                  of the Confidential
                  Information of GSK. In the event GSK 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 shall
                  acknowledge
                  RGI's ownership of the property set forth in clause 6.4, 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. RGI shall reasonably cooperate with GSK in the filing
                  of any
                  necessary
                  applications and in otherwise applying for, obtaining or maintaining
                  patent, copyright
                  or other protection subject to GSK's acknowledgement, as set forth
                  in this
                  paragraph,
                  and to GSK bearing all necessary costs and expenses in relation
                  thereto.

              


      

    

     

    
      	6.6	
              RGI
                shall be entitled to utilize the gene expression values (although
                GSK
                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 in
                the
                course of or as a result of RGI's use of the gene expression values
                provided to GSK
                by RGI pursuant to this Agreement shall be the sole and absolute
                property
                of GSK.
                All such designs, developments, ideas, discoveries, inventions and
                information shall be part of the Confidential Information of GSK.
                RGI
                shall reasonably cooperate with GSK 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 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.

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

      
        	6.7	
                The
                  Parties will observe all copyright in written material, including
                  computer
                  software, belonging to the other Party or any third Party, 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.

              


      

       

      	6.8.1  	
              GSK
                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 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, any remaining untested
                samples of the Test Materials provided for such Study shall be returned
                to
                GSK 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 and RGI or GSK or any of the Relevant
                  Staff.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
        	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 nor shall GSK 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.

              


      

       

      
        	7.3	
                Neither
                  GSK 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.

            


       

      
        	8.2	
                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

              


      

       

      
        	8.3	
                In
                  addition to any other indemnification provided herein, RGI agrees
                  to
                  indemnify, defend and hold GSK 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,
                  (ii)
                  any wrongful acts or omissions in the performance by RGI of any
                  Study,
                  whether such actions are of RGI, its employees, agents, representives,
                  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.

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
        	8.4	
                In
                  addition to any other indemnification provided herein, GSK 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's negligence in the conduct of the activities
                  to be
                  performed
                  by GSK under this Agreement, (ii) any wrongful acts or omissions
                  in the
                  conduct of the activities to be performed by GSK under this Agreement,
                  whether such actions are of GSK, its employees, agents, representatives,
                  subcontractors or invitees or
                  (iii) any material breach of this Agreement by GSK, its employees,
                  agents,
                  representatives,
                  subcontractors or invitees.

              


      

       

      
        	8.5	
                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 intends 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.

              


      

       

      ARTICLE
        9

       

       TERMINATION

       

      
        	9.1	
                GSK
                  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.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	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 of receiving written notice thereof
                from
                the Non- Defaulting Party; (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

            


    

     

    
      	9.3	
              If
                GSK terminates this Agreement pursuant to 9.1
                above, GSK shall be permitted to use
                the technology used by RGI in performance of the Services solely
                for the
                purpose of
                completing any unperformed services for the remainder of the existing
                Term
                (with no renewals
                permitted). To the extent that GSK requests RGI's assistance in such
                use
                of the technology, and RGI agrees to provide such assistance, then
                GSK
                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,
                unless
                the parties agree
                or RGI is otherwise obliged to provide Services after such termination.
                If
                GSK terminates this Agreement pursuant to the provisions of Section
                9.1,
                the Annual Minimum
                for the year in which the notice of termination is issued shall still
                apply. If GSK terminates the Agreement pursuant to a breach covered
                by
                Section 9.2, then the Annual Minimum for that year shall not
                apply.

            


    

     

    
      	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.

            


    

    

       

      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.

    

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      
        	9.6	
                Clauses
                  5, 6, 7,12,13,15,
                  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.

              


      

       

      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.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    

      
        	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.

              


      

       

      
        	10.5	
                Notwithstanding
                  anything in this provision 10 to the contrary, no Force Majeure
                  Condition
                  shall relieve GSK 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
                  listed, 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 two (2) working days following the date of dispatch
                          of the
                          notice or
                          other document by post (five (5) working days, if sent
                          by airmail) 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.

              

              
                
                  
                  

                

                
                  23

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

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

              

            


      For
        GSK

    

    Attn:
      Paolo
      Paoletti, MD

    Senior
      Vice President,

    Oncology
      Medicine Development Center

    GlaxoSmithKline

    Tel:
      [***]

    Fax:
      [***]:

     

    For
      RGI

    Attn:
      Kathleen Danenberg

     

    President
      and CEO

     

    Response
      Genetics, Inc.

    1640
      Marengo Street Suite 600

    Los
      Angeles, CA 90033 

    Tel:
      323-224 3900

     

    Fax:
      323-224-3096

     

    -and-

     

    KENYON
      & KENYON

    Attn:
      Thomas Meloro, Esq.

    One
      Broadway

    New
      York,
      NY 10004

     

    Tel:
      212-908-6019

     

    FAX:
      (212) 425-5288

     

    

       

      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.

    

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

      

        ARTICLE
          12

         

         GOVERNING
          LAW AND JURISDICTION

         

        
          	12.1	
                  This
                    Agreement will be governed by and construed in accordance with
                    the laws of
                    the State
                    of New York, 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 State Courts for the State of New York or the Federal
                    District
                    Courts
                    of New York. 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, 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, save for any additional
                    terms and
                    conditions specifically agreed to in writing hereafter by the
                    Parties.

                


        

         

        
          	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.

                  


          

        

      

    

    

       

      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.

    

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      ARTICLE
        15

       

       ASSIGNMENT

       

      
        	15.1	
                Either
                  Party may assign this Agreement in whole or in
                  part.

              


      

       

      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.

              


      

       

      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 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 the
                  Studies to be performed hereunder and shall obtain all required
                  inspections, authorizations and approvals prior to commencement
                  of any
                  Study hereunder.

              


      

    

    

       

      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.

    

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      ARTICLE
        19

       

       RECORDS

       

      
        
          	19.1	
                  RGI
                    agrees to maintain for a period of two 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
                    and its
                    authorised representatives to inspect such records and receipts
                    upon
                    reasonable notice.

                


        

      

       

      ARTICLE
        20

       

       LABORATORY
        VISITS

       

      
        
          	20.1	
                  GSK'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 in scheduling
                    such
                    visits.

                


        

      

       

      ARTICLE
        21

       

       FDA
        VISITS

       

      
        	21.1	
                At
                  GSK's request, a representative of RGI shall accompany GSK to FDA
                  to
                  explain or discuss
                  any and all aspects of the Testing Services. Such visit or visits
                  to the
                  FDA shall be
                  arranged at times mutually agreeable to GSK and RGI. All reasonable
                  travel
                  and living
                  expenses incurred by RGI in connection with such visits shall be
                  reimbursed by GSK.

              


      

       

      
        	21.2	
                RGI
                  shall notify GSK of any request from FDA, 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 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 and as otherwise
                required by law. During such inspections, RGI shall provide appropriate
                scientific and quality
                assurance support. RGI shall promptly send GSK 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.

    

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      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.

              


      

       

      ARTICLE
        23

       

       EXHIBITS

       

      
        	23.1	
                Any
                  Exhibit or SOW to this Agreement is hereby incorporated into and
                  made a
                  part of this
                  Agreement. In the event of a conflict between the provisions contained
                  in
                  this Agreement
                  and any such Exhibit or SOWs, the terms of the Agreement shall
                  prevail
                  over
                  the Exhibit or SOW, except to the extent an Exhibit or SOW specifically
                  states that
                  one of its provisions supersedes a similar provision in the
                  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.

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

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


     

    Signed
      for and on behalf of SmithKline Beecham Corporation by

    


    
      	 	 	 	 
	/s/ 	Signature	 	 	Date
              01-17-2006
	
              

            	
            	 	 	
            
	
              Name:
                Paolo Paoletti, MD

              Title: Senior Vice President,

            	 	 	 
	 	 	 	
	
              Oncology Medicien Development Center

              SmithKline Beecham Corporation

            	 	 	18
              JAN 06


    

     

    Signed
      for and on behalf of Response Genetics Inc. by

    
      


      
        	 	 	 	 
	/s/ 	Signature	 	 	Date
                01-19-2006
	
                
Kathleen
                Danenberg 	
              	 	 	
              
	
                Chief Executive Officer

                Response
                  Genetics Inc.

              	 	 	 


      

       

      

         

        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.

      

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      
        sponse
          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.

    

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                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.

    

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    SAMPLE

    STATEMENT
      OF WORK NO. 01 TO MASTER
      LABORATORY SERVICES AGREEMENT

     

    THIS
      STATEMENT OF WORK is entered into as of the (»»»»») 1st day of (...............)
      (the
      "Effective
      Date")
      by and
      between SMITHKLINE BEECHAM CORPORATION, a Pennsylvania
      corportion, d/b/a GlaxoSmithKline, ("GSK")
      and
      (,,,,,,,,,,,,,,,,)("RGI").

     

    WIINESSEIH:

     

    WHEREAS,
      GSK and RGI have entered into a Master Laboratory Services Agreement
dated
      as
      of (...............)
      (as
      amended or modified from time to time, the "Agreement":
      terms
      defined therein are used herein as defined therein unless otherwise defined
      herein); and

     

    WHEREAS,
      RGI has agreed to perform Studies from time to time for GSK on the terms
of
      the
      Agreement and the applicable Protocol, Statement of Work and Pricing Schedule;
      and

     

    WHEREAS,
      this Statement of Work is one of the Statements of Work referred to in the
      Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and any sums to be paid, the
Parties
      hereby agree to the following terms, conditions and specifications in connection
      with the
      Study
      to be conducted hereunder:

     

    1.  Statement
      of Work.
      RGI
      agrees to conduct the study entitled " (»»»»»»»»)
      (the "Protocol")
      attached hereto as Schedule
      I
      and made
      a part hereof.

     

    2.  Study
      Director.
      The
      Study will be conducted under the direction (,,,,,,,,,,,,,,,,),.
      as the
      study
      director (the "Study
      Director").
      By
      signing this Statement of Work, the Study Director agrees to be bound by the
      terms and conditions of this Statement of Work and the Agreement to
      the
      extent that such terms and conditions relate to the Study Director. The Study
      Director hereby
      acknowledges receiving and reading a copy of the Agreement.

     

    3.  Payment.
      In
      consideration of conducting the Study hereunder, GSK shall pay RGI
      in
      accordance with the budget and payment schedule set forth in the Pricing
      Schedule attached hereto as Schedule
      II
      and made
      a part hereof.

     

    4.  Term.
      Unless
      the Study is terminated earlier in accordance with the provisions of
      the
      Agreement, the term of this Statement of Work shall commence on the Effective
      Date and shall continue in force until the Study has been completed, and all
      reports and other documents
      as required by the Protocol, including without limitation the final report,
      have
      been received
      by and completed to the reasonable satisfaction of GSK. RGI shall use its best
      efforts to deliver to GSK of all reports and documents referenced in this
Section
      4,
      within
      30 days
      of
      completion of Study

    

       

      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.

    

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    5.  Material
      Transfer Agreement.
      In the
      event the Test Materials are to be provided by GSK to RGI for the Study, they
      shall be transferred to RGI under the terms of the Material Transfer Agreement
      attached hereto as Schedule III.

     

    6.  Incorporation
      by Reference.
      The
      terms and conditions of this Statement of Work
      and
      all Schedules hereto are hereby incorporated into and made a part of the
Agreement.

     

    7.  Amendment.
      Any
      amendments to this Statement of Work or the Schedules attached
      hereto shall be documented by written amendment signed by authorized
      representatives of both Parties and shall be attached hereto.

     

    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Statement of
Work
      as
      of the Effective Date by their authorized representatives.

     

    
      	RGI 	 	SMITHKLINE
              BEECHAM CORPORATION(d.b.a.
              GlaxoSmithKline)
	 	 	 	 	 
	By:	 	By:	 
	
              
                

              
[Signature]	 	
              
                

              
[Signature]
	 	 	 
	Name:______________________________	 	
              Name:______________________________

            
	 	 	 
	[Print]	 	[Print]       
	 	 	 
	Title:_______________________________	 	Title:_______________________________
	 	 	 
	Date:_______________________________	 	Date:_______________________________


    


    AGREED
      AND ACCEPTED:

     

      
        

      

    

    Study
      Director

    

       

      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.

    

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    

      SCHEDULE

       

      PROTOCOL

       

      Protocol
        

      Date

       

      
        	1.0	
                Title:

              


      

       

      
        	2.0	
                Study
                  Numbers:

              


      

       

      
        
          	3.0	
                  Purpose:

                


        

      

       

      
        	4.0	
                Testing
                  Facility:

                 

                Study Director.


              


      

       

      
        
          	5.0	
                  Client:

                   

                  Client
                    Representative:

                


        

      

       

      
         

        
          
            	6.0	
                    Proposed
                      Study Dates:

                     

                    Study Start Date:

                     

                    Study Termination
                      Date:

                  


          

        

         

        
          
            
              	7.0	
                      Sample
                        Type:

                       

                                  
                        Type of Samples:

                       

                      
                        Number
                          of Samples:

                         

                        Precautions:

                         

                        Test
                          System
                          Justification:

                      

                    


            

          

           

          
            
              
                	8.0	
                        Chain
                          of Custody Procedure: To
                          ensure end-to-end chain-of-custody, the following procedures
                          have been established and will be followed for all human
                          blood
                          samples:

                      


              

            

            
               

              
                	9.0	
                        Results
                          Report and
                          Final
                          Report:

                      


              

            

          

        

      

      

         

        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.

      

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

      

        
          	10.0	
                  Good
                    Laboratory Practice: This
                    study will be conducted under the guidelines of Good Laboratory
                    Practice
                    as promulgated by the Food and Drug Administration 21 CFR
                    58.

                


        

         

        
          	11.0	
                  Approvals

                


        

         

        
          	 	 	 	 
	 	 	 	 
	
                  
Client
                  Representative             Date	 	 	
                  

                


        

         

        
          
            	 	 	 	 
	 	 	 	 
	
                    
Study
                    Director                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.

              

              
                
                  
                  

                

                
                  I-2

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

        SCHEDULE
          II

         

        PRICING
          SCHEDULE TO STATEMENT OF WORK NO.

        

           

          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.

        

        
          
            
            

          

          
            II-1