PCR

    PATENT
      LICENSE
      AGREEMENT

     

    BY
      AND BETWEEN

     

    ROCHE
      MOLECULAR
      SYSTEMS,
      INC.

     

    AND

    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.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PATENT
      LICENSE AGREEMENT

     

    (HUMAN)

     

    CONTENTS

     

    
      	 	
              Page

            
	
              Background
                

            	
              2

            
	
              Section
                1      Definitions

            	
              3

            
	
              Section
                2      Grant 

            	
              5

            
	
              Section
                3      Additional Limitations &
                Acknowledgment re Diagnostic Products

            	
              6

            
	
              Section
                4     Royalties, Records and Reports

            	
              6

            
	
              Section
                5     Technology Notification

            	
              8

            
	
              Section
                6     Diligence

            	
              8

            
	
              Section
                7     Term and Termination

            	
              8

            
	
              Section
                8      Confidentiality-Publicity

            	
              10

            
	
              Section
                9      Compliance 

            	
              11

            
	
              Section
                10   Assignment 

            	
              11

            
	
              Section
                11   Negation of Warranties and Indemnity

            	
              12

            
	
              Section
                12    General 

            	
              12

            
	
              Attachments:

            	 
	
              Attachment
                I   
                List
                of Licensed Technology

            	
              15

            
	
              Attachment
                II  
                Combination Services

            	
              16

            
	
              Attachment
                III 
                Summary
                Royalty Report Form

            	
              17

            
	
              Attachment
                IV 
                Collection Rate

            	
              18

            


    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    PATENT
      LICENSE AGREEMENT

     

    (Human)
      

     

    This
      Agreement is made by and between

     

    Roche
      Molecular Systems, Inc., 4300 Hacienda Drive, Pleasanton, California
      94588

    (hereafter
      referred to as "RMS")

     

    and

     

    Response
      Genetics, Inc., 1640 Marengo Street, 6th
      Floor,
      Los Angeles, California 90033

    (hereafter
      referred to as "RGI")

     

    hereafter
      individually referred 

    to
      as a
      "Party" or collectively as "The Parties"

     

    ********

     

    BACKGROUND

     

    
      
        
          	A.	
                  RMS
                    owns and has the right to grant licenses to practice under certain
                    United
                    States Patents describing and claiming, inter
                    alia, nucleic
                    acid amplification processes known as polymerase chain reaction
                    ("PCR"),
                    homogeneous PCR, and RT-PCR ("reverse transcription
                    PCR").

                


        

      

    

     

    
      
        
          	B.	
                  RGI
                    desires to obtain a non-exclusive license from RMS to use the
                    Licensed
                    Technology to perform certain PCR-based human in
                    vitro clinical
                    laboratory services, and RMS is willing to grant such a license
                    to RGI on
                    the terms and subject to the conditions provided exclusively
                    in this
                    Agreement.

                


        

      

    

     

    NOW,
      THEREFORE, for and in consideration of the mutual covenants contained herein,
      RMS and RGI
      agree
      as follows:

     

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

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	1.	
                Definitions

              


      

       

      For
        the
        purpose of this
        Agreement,
        and
        solely for that purpose, the terms set forth hereinafter shall be
        defined as follows:

       

      
        	1.1	
                The
                  term "Affiliate"
                  shall
                  mean with respect to a given Party:

              


      

       

      
        	
              	a)	
                an
                  organization which, directly or indirectly, controls such
                  Party;

              


      

       

      
        	
              	b)	
                an
                  organization which is, directly or indirectly, controlled by such
                  Party;
                  or

              


      

       

      
        
          
            	
                  	c)	
                    an
                      organization which is controlled, directly or indirectly, by
                      the ultimate
                      parent company
                      which controls, directly or indirectly, such
                      Party.

                  


          

        

      

       

      For
        purposes of this paragraph, "control" shall mean the ownership of fifty percent
        (50%) or more of the voting stock or equity interests of an organization
        or
        otherwise having the power to
        govern
        or direct the financial and the operating policies or to appoint the management
        of such
        organization.

       

      With
        respect to RMS, the term "Affiliate" shall not include Genentech, Inc., 1
        DNA
        Way, South
        San
        Francisco, California 94080-4990, U.S.A. ("Genentech") nor Chugai Pharmaceutical
        Co., Ltd, 1-9, Kyobashi 2-chome, Chuo-ku, Tokyo, 104-8301 Japan ("Chugai").

       

      
        
          
            	1.2	
                    "Combination
                      Service" shall
                      mean a Licensed Service offered in combination with another
non-PCR
                      testing service or together with a non-testing service(s) such
                      as a
                      specialized interpretive
                      service or a consultative service (e.g., genetic counseling)
                      as part of a
                      package, where
                      the Licensed Service is not separately
                      billed.

                  


          

        

      

       

      
        
          
            	1.3	
                    "Diagnostic
                      Product" shall
                      mean an assemblage of reagents, including but not limited to
reagents
                      packaged in the form of a kit, useful in performing a Licensed
                      Service.

                  


          

        

      

       

      
        
          
            	1.4	
                    "Effective
                      Date" shall
                      mean the date on which the last signatory to this Agreement
                      signs
                      this
                      Agreement.

                  


          

        

      

       

      
        
          
            	1.5	
                    "Licensed
                      Field" shall
                      mean the field of clinical laboratory services that detect
                      the
                      presence,
                      absence and/or quantity of a nucleic acid sequence for the
                      detection,
                      diagnosis, confirmation,
                      prognosis, management and/or treatment of a human disease or
                      condition,
                      including, but not limited to, such services: to identify predisposition
                      to disease, disease susceptibility,
                      confirm disease, predict therapeutic effectiveness or monitor
                      disease
                      progress; used
                      in the course of human clinical trials; for Parentage Determination;
                      and
                      for tissue transplant
                      typing, including testing performed on animal tissue intended
                      for use in
                      xenotransplantation.
                      Licensed Field shall specifically exclude any services performed
                      for
                      the
                      screening of blood and/or blood
                      products.

                  


          

        

      

    

     

    
      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

        
          

        

      

      
        
        

      

    

    
      	
              1.6

            	
              "Licensed
                Service(s)" shall
                mean the performance by RGI of an in
                vitro procedure
                within the
                Licensed Field which utilizes the Licensed Technology. Licensed Services
                include, but are
                not limited to, any combination of the steps of collecting a sample
                for
                analysis, isolating nucleic
                acid sequences from the sample, amplifying one or more desired sequences,
                analyzing
                the amplified material, including sequence analysis, and reporting
                the
                results.

            


    

     

    
      	
              1.7

            	
              "Licensed
                Technology" shall
                mean, subject to the following limitations, the Valid Claims of
                the United States patents listed in Attachment I to this Agreement
                and any
                reissue or reexamination
                patents thereof. No rights under any kit claims of such patents are
                included in
                this definition or licensed under this Agreement. With the exception
                of
                the reaction mixture
                claims of United States Patents Nos. 5,804,375, 5,693,517, 5,476,774
                and
                6,127,155,
                the plasmid claims of the 5,476,774 patent, the primer claims of
                United
                States Patent
                No. 5,573,906, and the probe claims of United States Patent No. 5,110,920,
                no rights under
                any apparatus, device, composition of matter, reagent or substance
                claims
                of such patents
                are included in this definition or licensed under this
                Agreement.

            


    

     

    
      	
              1.8

            	
              "Net
                Service Revenues" shall
                mean the gross invoice price for the Licensed Services performed
                by RGI (or the fair market value for any nonmonetary consideration
                which
                RGI agrees
                to receive in exchange for Licensed Services), less the following
                deductions where they
                are factually applicable and are not already reflected in the gross
                invoice price:

            


    

     

    
      	 	
              a)

            	
              discounts
                allowed and taken, in amounts customary in the trade (which shall
                include
                the
                difference between the dollar amount charged by RGI for a Licensed
                Service
                and the
                Medicare and/or Medicaid Limits of Allowance and/or reimbursement
                limitations
                of a Third Party insurance program);
                and

            


    

     

    
      	 	
              b)

            	
              actual
                bad debt which bad debt RGI can prove and document that it was reasonable
                and
                diligent in its efforts to collect
                payment.

            


    

     

    
      	 	
              1.8.1

            	
              The
                Net Service Revenues of those Licensed Services that are performed
                by
                RGI
                for any person, firm or corporation controlling, controlled by or
                under
                common
                control with RGI, or enjoying a special course of dealing with RGI,
                shall
                be determined based on the average selling price of such Licensed
                Services
                to all Third Parties during the period in
                question.

            


    

     

    
      	 	
              1.8.2

            	
              It
                is hereby understood and agreed that, to the extent feasible, Licensed
                Services
                and Combination Services shall at all times be invoiced, listed and
                billed
                by RGI as a separate item in RGI's invoices, bills and reports to
                customers.
                Net Service Revenues for determining royalties with respect to a
                Licensed
                Service which is part of a Combination Service shall be determined
                by
                multiplying the gross invoice price of the Combination Service, less
                applicable
                deductions, by the appropriate fraction in Attachment II hereto.
                The
                fraction specified in Attachment II for a particular Licensed Service
                included
                in a Combination Service shall be set by RMS after consultation with
                RGI, as accurately reflecting the value contributed by the Licensed
                Service
                to the overall value of the Combination Service as offered by RGI,
                and
                as provided in Section 2.4. Attachment II hereto shall be modified
                as
                new
                Combination Services are identified and new royalty-bearing fractions
                set,
                and as set forth in Section
                2.4.

            


    

     

    
      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

        
          

        

      

      
        
        

      

    


     

    
      	
              1.9

            	
              "Parentage
                Determination" shall
                mean analysis of human genetic material to ascertain whether
                two or more individuals are biologically related, but specifically
                excludes analysis of
                forensic evidence for a sexual assault
                investigation.

            


    

     

    
      	
              1.10

            	
              "Territory"
                shall
                mean the United States and its possessions and the Commonwealth of
                Puerto
                Rico.

            


    

     

    
      	1.11	
              "Third
                Party" shall
                mean an entity other than an Affiliate of either Party to this
                Agreement.

            


    

     

    
      	
              1.12

            	
              "Valid
                Claim" shall
                mean a claim of a patent which has not expired or been disclaimed,
                cancelled,
                held invalid or held unenforceable by a decision of a court or other
                governmental agency of competent jurisdiction, from which no further
                appeal is possible or has been taken within the time period provided
                under
                applicable law for such an appeal.

            


    

     

    
      	2.	
              Grant

            


    

     

    
      
        
          	2.1	
                  Grant.
                    Upon the terms and subject to the conditions and restrictions
                    of this
                    Agreement, RMS
                    hereby grants to RGI, and RGI hereby accepts from RMS, a royalty-bearing,
                    non exclusive,
                    personal, non-transferable license under the Licensed Technology
                    solely to
                    perform
                    Licensed Services within the
                    Territory.

                


        

      

    

     

    
      
        
          	2.2	
                  Performance
                    of Licensed Services Only.
                    The Licensed Technology may be used solely for the
                    performance of Licensed Services and for no other purpose whatsoever,
                    and
                    no other right,
                    immunity or license is granted to RGI expressly, impliedly or
                    by
                    estoppel.

                


        

      

    

     

    
      
        
          	2.3	
                  Personal
                    License.
                    RGI expressly acknowledges and agrees that the license granted
                    hereunder
                    is personal to RGI alone and RGI shall have no right to sublicense,
                    assign
                    or otherwise
                    transfer or share its rights under the foregoing
                    license.

                


        

      

    

     

    
      
        
          	2.4	
                  Combination
                    Service(s).
                    For each Combination Service that RGI intends to offer pursuant
                    to
                    this Agreement, and at least sixty (60) days before RGI intends
                    to offer
                    any such Combination
                    Service, RGI shall:

                


        

      

    

     

    
      	 	
              a)

            	
              notify
                RMS of such proposed Combination Service, such notice to include
                a
                complete
                and detailed description of the proposed Combination Service;
                and

            


    

     

    
      	 	
              b)

            	
              obtain
                from RMS a duly authorized agreement, in the form of Attachment II
                hereto,
                for
                such Combination Service, which agreement shall indicate the fraction
                or
                percentage
                of the package price of such Combination Service, less appropriate
                deductions,
                on which royalties shall be paid
                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.

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    For
      any
      Combination Service(s) for which RGI has not satisfied the criteria set forth
      in
subsections
      (a) and (b) above, the royalty payable on such Combination Service shall be
      assessed
      on 100% of the package price of such Combination Service, less applicable
      deductions. As to all other Licensed Services offered by RGI which are not
      part
      of a Combination
      Service, RGI agrees to inform RMS of the availability from RGI of each such
      Licensed
      Service within thirty (30) days after RGI commences offering the Licensed
Service.

     

    
      
        	2.5	
                Credit
                  for Licensed Technology Rights.
                  RMS hereby grants to RGI the right and RGI accepts
                  and agrees to credit RMS as the source of its Licensed Technology
                  rights
                  in RGI's promotional
                  materials and any other materials intended for distribution to
                  Third
                  Parties as follows:

              


      

    

     

    "This
      service is performed pursuant to an agreement with Roche Molecular Systems,
      Inc."

     

    
      	3.	
              Additional
                Limitations and Acknowledgment Regarding Diagnostic
                Products

            


    

     

    RGI
      acknowledges and agrees that the license rights granted hereunder are for the
      performance of Licensed
      Services only and do not include any right to make, have made, import, offer
      to
      sell or sell any
      products, including apparatuses, devices, PCR reagents, kits or Diagnostic
      Products. RGI further
      acknowledges and agrees that RMS and its Affiliates are in the business of
      providing clinical laboratory
      testing services and the commercial sale of diagnostic testing systems, kits
      and
      reagents and
      therefore may compete directly with RGI's business.

     

    
      	4.	
              Royalties,
                Records and Reports

            


    

     

    
      
        
          	4.1	
                  Royalties.
                    For the rights and privileges granted under Section 2.1 of this
                    Agreement,
                    RGI shall
                    pay to RMS royalties equal to [***] percent ([***]%) of RGI's Net
                    Service Revenues.

                


        

      

    

     

    [***] royalty
      is due on PCR-based assays performed solely for the purpose of evaluating a
      procedure to be used as a Licensed Service after validation.

     

    [***] royalty
      is due on assays performed with Roche labeled diagnostic kits or Third Party
      diagnostics
      kits licensed by Roche, which convey human diagnostic label license rights
      to
end
      users.

     

    
      
        
          	4.2	
                  Reports.
                    RGI shall deliver to RMS, within forty-five (45) days after the
                    end of and
                    for each quarterly
                    calendar period during the Term, i.e. the three (3) month periods
                    that are
                    January 1
                    through March 31, April 1 through June 30, July 1 through September
                    30,
                    and October 1 through
                    December 31 (each a "Reporting Period"), a true and accurate
                    royalty
                    report ("Royalty
                    Report"). Each Royalty Report shall indicate the number of Licensed
                    Services performed during the relevant Reporting Period and the
                    detail
                    specified on the "Summary Royalty
                    Report," a copy of which is attached hereto as Attachment III,
                    or on a
                    form generated
                    by RGI which duplicates the format of the Summary Royalty Report.
                    If no
                    royalties
                    are due for a given Royalty Period, it shall be so reported.
                    The
                    correctness and completeness
                    of each Royalty Report shall be attested to in writing by an
                    authorized
                    representative
                    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.

      

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    In
      the
      event RGI is unable to calculate Net Service Revenues as prescribed in Section
      1.8, RGI
      shall
      so inform RMS, and upon RMS's written consent, RGI shall calculate royalties
      as
follows:

     

    Upon
      receipt by RMS of satisfactory documentation verifying RGI's actual percentage
      of gross
      billings for Licensed Services and/or Combination Services collected for RGI's
      most recently ended fiscal year (the "Collection Rate"), subject to the
      provisions of Section 2.4 above, RGI shall be permitted to calculate Net Service
      Revenues taking into account the Collection
      Rate. As of the Effective Date, RGI hereby represents and confirms to RMS that
      its
      Collection Rate for its fiscal year ending NA
      was
NA
      percent
(
      NA
      %),
      which rate is specified
      in Attachment IV. During the Term of this Agreement, and within ninety (90)
      days
      after the end of each RGI fiscal year, RGI shall deliver to RMS satisfactory
      documentation
      that verifies the then Collection Rate. If RGI's Collection Rate varies by
      at
least
      five percent (5%) from the rate stated in Attachment IV, RMS shall amend
      Attachment IV accordingly. Should RGI fail to provide the required updated
      documentation, RGI shall calculate
      Net Service Revenues and royalties due as prescribed in Sections 1.8 and 2.4
      for
the
      remaining Term of the Agreement.

     

    Simultaneously
      with the delivery of each Royalty Report, RGI shall pay to RMS the royalty
      due
      under
      this Agreement for the period covered by such report. All payments due RMS
      hereunder
      shall be payable in United States currency and sent together with the Royalty
      Report
      by
      the due date to the following address:

     

    Roche
      Molecular Systems, Inc. 

    P.O.
      Box
      100858 

    Pasadena,
      CA 91189-0858

     

    or
      to any
      other address that RMS may advise in writing.

     

    
      	
              4.3

            	
              Inspection.
                Within ten (10) days after RMS's written request to RGI, RMS or an
                accounting firm
                selected by RMS (including, but not limited to, RMS's normal certified
                public accounting
                firm), may, at RMS's own expense (except as provided below), inspect
                the
                records,
                books of account and any other materials of RGI pertaining to the
                transactions and matters
                contemplated by this Agreement and/or the Royalty Reports required
                in
                Section 4.2 above,
                provided that any accounting firm will hold such records in strict
                confidence, except as
                necessary to report to RMS and RGI on RGI's compliance with the terms,
                conditions and restrictions
                of this Agreement. If such an inspection shows an underpayment by
                RGI to
                RMS
                by more than ten percent (10%) for any Reporting Period, RGI will
                pay, in
                addition to the
                amount due, plus interest, the accounting firm's reasonable fees
                and
                expenses.

            


    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    
      	4.4	
              Prior
                Licensed Services.
                Licensed Services performed by RGI prior to execution of this Agreement
                shall be subject to the royalties described in this Agreement and
                shall be
                reported and
                due to RMS with the first Royalty Report due provided under Section
                4.2.
                Provided, however,
                that where this Agreement replaces an existing license agreement,
                the
                royalty obligations
                of RGI under this Agreement commence the first day of the month in
                which
                this Agreement is executed.

            


    

     

    
      	4.5	
              Past
                Due Amounts Bear Interest.
                If RGI shall fail to pay any amount specified under this Agreement
                after the due date thereof, the amount owed shall bear interest at
                the
                lower of (i) the
                Citibank, N.A. base lending rate (aka, the "Prime Rate"), or (ii)
                the
                maximum rate allowed
                by applicable law, from the due date until
                paid.

            


    

     

    
      	4.6	
              Survival.
                The provisions of this Section 4 shall survive any termination or
                expiration of this Agreement.

            


    

     

    
      	5.	
              Technology
                Notification

            


    

     

    
      	5.1	
              Notification.
                With respect to any invention, improvement or discovery (hereinafter
                referred to
                as "Discoveries" in this Section) of RGI made after entering into
                this
                Agreement and resulting
                from work conducted under or in conjunction with this Agreement and
                being
                applicable
                to the Licensed Technology, if RGI decides to license said Discoveries
                to
                Third Parties,
                then RGI agrees to provide to RMS, unless not possible due to RGI's
                pre-existing commitments
                to Third Parties relating to said Discoveries, a reasonable opportunity
                to
                negotiate
                a license to use said Discoveries in PCR-based Diagnostic Products
                and
                services. Such
                Discoveries may include, but are not limited to, improvements of
                the
                Licensed Technology
                or in the performance of Licensed Services, modifications to or new
                methods of performing
                the Licensed Services, including the automation of the PCR process
                or of
                the Licensed
                Services.

            


    

     

    
      	5.2	
              Agreement
                re Discovery.
                Any agreement reached between The Parties as a result of RGI's
                notification to RMS of a Discovery pursuant to Section 5.1 hereto
                shall be
                upon terms and conditions
                negotiated in good faith by The
                Parties.

            


    

     

    
      	6.	
              Diligence

            


    

     

    RGI
      shall
      exercise reasonable diligence in developing, testing, validating, documenting,
      promoting
      and performing the Licensed Services. In the course of such diligence, RGI
      shall
implement
      appropriate procedures and take appropriate steps including, upon reasonable
      written
      request of RMS, furnishing RMS with representative copies of all promotional
      material
      relating to the Licensed Services.

     

    
      	7.	
              Term
                and Termination

            


    

     

    
      	7.1	
              Term
                of Agreement.
                This Agreement shall commence on the Effective Date and, unless
                terminated
                earlier as provided herein, shall terminate on the date of expiration
                of
                the last to expire
                of the patents included within the Licensed Technology, which patent
                contains at least
                one Valid Claim covering the performance of a Licensed
                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.

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	7.2	
              RGI
                Termination for Convenience.
                Notwithstanding any other Section of this Agreement, RGI
                may terminate this Agreement for any reason on thirty (30) days'
                written
                notice to RMS.

            


    

     

    
      	7.3	
              Termination
                for Change of Control Etc.
                RMS shall have the right to terminate this Agreement
                and the license rights granted herein immediately upon written notice
                to
                RGI upon
                any material change in the ownership or control of RGI or of its
                assets or
                in the event RGI
                breaches the provisions of Section 10
                below.

            


    

     

    
      	7.4	
              Termination
                for Insolvency, Etc.
                This Agreement and the license rights granted hereunder to
                RGI shall automatically terminate upon: (a) an adjudication of RGI
                as
                bankrupt or insolvent,
                or RGI's admission in writing of its inability to pay its obligations
                as
                they mature; or
                (b) an assignment by RGI for the benefit of creditors; or (c) RGI's
                applying for or consenting
                to the appointment of a receiver, trustee or similar officer for
                any
                substantial part of
                its business or property, or such a receiver, trustee or similar
                officer's
                appointment without
                the application or consent of RGI, if such appointment shall continue
                in
                effect for a period
                of ninety (90) days; or (d) RGI's instituting (by petition, application,
                answer, consent or otherwise) any bankruptcy, insolvency arrangement
                or
                similar proceeding relating to RGI or
                its business or property under the laws of any jurisdiction; or (e)
                the
                institution of any such
                proceeding (by petition, application, answer, consent or otherwise)
                against RGI, if such proceeding
                shall remain in effect for a period of ninety (90) days; or (f) the
                issuance or levy of
                any judgment, writ, warrant of attachment or execution or similar
                process
                against a substantial
                part of the property of RGI, if such judgment, writ, or similar process
                shall not be released,
                vacated or fully bonded within ninety (90) days after its issue or
                levy;
                or (g) the loss
                of RGI's federal or state licenses, permits or accreditation necessary
                for
                the operation of RGI as a health care
                institution.

            


    

     

    
      	7.5	
              Termination
                for Change of Status.
                If RGI is a government institution or a non-profit entity, this
                Agreement and the license rights granted to RGI herein shall automatically
                terminate within
                thirty (30) days of RGI's reclassification as a non-government
                institution, or as a for-profit
                entity pursuant to the applicable provisions of the United States
                Internal
                Revenue Code,
                26 U.S.C. Upon such termination, RGI may request a new license pursuant
                to
                the same
                terms and conditions then being offered to other for-profit institutions,
                although RMS is not obligated by anything contained in this Agreement
                to
                grant such a license.

            


    

     

    
      	7.6	
              Termination
                for Breach.
                Upon any breach of or default by RGI of a material term under this
                Agreement,
                RMS may terminate this Agreement upon thirty (30) days' written notice
                to
                RGI. Said termination shall become effective at the end of the thirty-day
                period, unless during
                said period RGI fully cures such breach or
                default.

            


    

     

    
      	7.7	
              Effects
                of Termination.
                Upon termination of this Agreement as provided herein, all license
                rights
                and immunities granted to RGI hereunder shall terminate and revert
                to or
                be retained by
                RMS. To the extent RMS has licensed technology or know-how of RGI
                pursuant
                to Section
                5 hereto; those licenses shall remain in force according to their
                terms.
                Other provisions
                of this Agreement which by their nature would reasonably be expected
                to
                survive termination
                shall so survive. Termination of this Agreement shall not relieve
                either
                Party from
                any duty or obligation that had accrued prior to termination. Each
                Party
                shall retain all of
                its rights and remedies in respect of any breach or default by the
                other
                party of the terms, conditions and provisions of 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.

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        
          	7.8	
                  Duty
                    to Report and Pay Royalties Survives.
                    RGI's obligations to report to and pay royalties to
                    RMS as to the Licensed Services performed under the Agreement
                    prior to
                    termination or expiration of the Agreement shall survive such
                    termination
                    or expiration.

                


        

      

    

     

    
      
        	8.	
                Confidentiality-Publicity

              


      

    

     

    
      
        
          	8.1	
                  Publicity.
                    Except as otherwise specifically provided in Section 2.5, RGI
                    agrees to
                    obtain RMS's
                    written approval before distributing any written information,
                    such as a
                    press release, to
                    Third Parties which contains references to RMS or this Agreement.
                    RMS's
                    approval shall
                    not be unreasonably withheld or delayed and, in any event, RMS's
                    decision
                    shall be rendered
                    within three (3) weeks of receipt of the written information.
                    Once
                    approved, such materials,
                    or abstracts of such materials, which do not materially alter
                    the context
                    of the material
                    originally approved may be reprinted during the Term of the Agreement
                    without further
                    approval by RMS unless RMS has notified RGI in writing of its
                    decision to
                    withdraw
                    permission for such
                    use.

                


        

      

    

     

    
      
        
          	8.2	
                  Confidentiality
                    Obligations.
                    Each Party agrees that any financial, legal or business information
                    or any
                    technical information marked "Confidential" or "Proprietary"
                    and
                    disclosed
                    to it (the "Receiving Party") by the other (the "Disclosing Party")
                    in
                    connection with
                    this Agreement, shall be considered the confidential and proprietary
                    information of the Disclosing
                    Party, and the Receiving Party shall not disclose same to any
                    Third Party
                    and shall
                    hold it in confidence for a period of five (5) years and will
                    not use it
                    other than in the performance
                    of this Agreement, provided, however, that any information, know-how
                    or
                    data which
                    is orally disclosed to the Receiving Party shall not be considered
                    confidential and proprietary unless such oral disclosure is stated
                    to be
                    confidential or proprietary prior to disclosure
                    and is reduced to writing and given to the Receiving Party in
                    written form
                    within thirty
                    (30) days after the oral disclosure thereof. Such confidential
                    and
                    proprietary information
                    shall include, without limitation, marketing and sales information,
                    commercialization
                    plans and strategies, research and development work plans, and
                    technical
                    information
                    such as patent applications, inventions, trade secrets, systems,
                    methods,
                    apparatus,
                    designs, tangible material, organisms and products and derivatives
                    thereof.

                


        

      

    

     

    
      
        	8-3	
                Exceptions.
                  The above obligations of confidentiality and restrictions on use
                  shall not
                  be applicable
                  to the extent:

              


      

    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a)

            	
              such
                information is general public knowledge or, after disclosure hereunder,
                becomes
                general or public knowledge through no fault of the Receiving
                Party;

            


    

     

    
      	 	
              b)

            	
              such
                information can be shown by the Receiving Party by its written records
                to
                have been
                in its possession, with no obligation of confidentiality to a Third
                Party,
                prior to receipt thereof hereunder;

            


    

     

    
      	 	
              c)

            	
              such
                information is received by the Receiving Party from any Third Party
                for
                use or disclosure
                by the Receiving Party without any obligation of confidentiality
                or
                restriction
                on use, provided, however, that information received by the Receiving
                Party
                from any Third Party funded by the Disclosing Party (e.g. consultants,
                subcontractors,
                etc.) shall not be released from confidentiality under this
                exception;

            


    

     

    
      	 	
              d)

            	
              such
                information was independently developed by the Receiving Party without
                use
                of
                the information of the Disclosing Party;
                or

            


    

     

    
      	 	
              e)

            	
              the
                disclosure of such information is required or desirable to comply
                with or
                fulfill applicable
                law or court process, governmental requirements, submissions to
                governmental
                bodies, or the securing of regulatory
                approvals.

            


    

     

    
      
        
          	8.4	
                  Confidentiality
                    of Agreement.
                    Each Party shall, to the extent reasonably practicable, maintain
                    the confidentiality of this Agreement and its provisions and
                    shall refrain
                    from making
                    any public announcement or disclosure of the terms of this Agreement
                    without the prior
                    written consent of the other Party, except to the extent a Party
                    concludes
                    in good faith that such disclosure is required under applicable
                    law or
                    regulations, in which case the other Party shall be notified
                    in
                    advance.

                


        

      

    

     

    
      
        	9.	
                Compliance
                  with Law

              


      

    

     

    In
      exercising any and all rights and in performing its obligations hereunder,
      RGI
      shall comply fully with
      any
      and all applicable laws, regulations and ordinances and shall obtain and keep
      in
      effect all applicable
      licenses, permits and other governmental approvals, whether at the federal,
      state or local levels,
      necessary or appropriate to perform the Licensed Services and carry on its
      activities hereunder
      and RGI hereby agrees to defend, indemnify and hold RMS and its Affiliates
      harmless from
      and
      against any and all liability, demands, damages, expenses (including attorneys'
      and experts'
      fees) and losses suffered or incurred by RMS or its Affiliates arising from,
      resulting from or
      otherwise concerning any breach by RGI of its obligations under this Section
      9.
      RGI further agrees
      to
      refrain from any activities that would have an adverse effect on the business
      reputation of RMS.
      RMS
      may advise RGI of any such activities and RGI will have thirty (30) days to
      correct any
      such
      activity.

    
       

      
        
          	10.	
                  Assignment

                


        

      

       

      
        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

        
          

        

      

      
        
        

      

    

     

    This
      Agreement shall not be assigned or transferred by RGI (including by merger,
      operation of law or
      in any
      other manner including, without limitation, any purported assignment or transfer
      that might
      arise from a sale or transfer of RGI's business or assets) without the express
      written consent of
      RMS.
      RMS may assign all or any part of its rights and obligations under this
      Agreement at any time without the consent of RGI. RGI agrees to execute such
      further acknowledgments or other instruments
      as RMS may reasonably request in connection with any such
      assignment.

     

    
      
        	11.	
                Negation
                  of Warranties and
                  Indemnity

              


      

    

     

    
      	
            	11.1	
              Nothing
                in this Agreement shall be construed
                as:

            


    

     

    
      	 	
              a)

            	
              a
                warranty or representation by RMS as to the validity or scope of
                any
                patent included within the Licensed
                Technology;

            


    

     

    
      	 	
              b)

            	
              a
                warranty or representation that the use of the Licensed Technology
                and/or
                the
                performance of Licensed Services are or will be free from infringement
                of
                patents of Third Parties;

            


    

     

    
      	 	
              c)

            	
              an
                obligation to bring or prosecute actions or suits against Third Parties
                for infringement;
                or

            


    

     

    
      	 	
              d)

            	
              conferring
                by implication, estoppel or otherwise any license, right or immunity
                under any patents or patent applications of RMS other than those
                patents
                specified in Licensed Technology, regardless of whether such other
                patents
                and patent applications are dominant or subordinate to the patents
                in
                Licensed
                Technology.

            


    

     

    
      
        
          	11.2	
                  RMS
                    MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
                    FOR A
                    PARTICULAR PURPOSE OR
                    NON-INFRINGEMENT.

                


        

      

    

     

    
      
        
          	11.3	
                  RGI
                    shall assume full responsibility for its use of the Licensed
                    Technology
                    and shall defend, indemnify
                    and hold RMS and its Affiliates harmless from and against all
                    liability,
                    demands, damages,
                    expenses (including attorneys' and experts' fees) and losses
                    for death,
                    personal injury,
                    illness, errors, property damage or any other injury or damage,
                    including
                    any damages
                    or expenses arising in connection with state or federal regulatory
                    action
                    (collectively
                    "Damages"), arising or resulting from or otherwise concerning
                    the use by
                    RGI, including
                    its officers, directors, agents and employees, of the Licensed
                    Technology
                    or the performance
                    of the Licensed Services except, and only to the extent, that
                    such Damages
                    are caused solely by the negligence or willful misconduct of
                    RMS.

                


        

      

    

     

    
      
        	12.	
                General

              


      

    

     

    
      
        	12.1	
                Entire
                  Agreement.
                  This Agreement constitutes the entire agreement between The Parties
                  as
                  to
                  the subject matter hereof, and all prior negotiations, representations,
                  agreements and understandings
                  are merged into, extinguished by and completely expressed by it.
                  This
                  Agreement
                  may be modified or amended only by a writing executed by an authorized
                  officer
                  of each of The Parties.

              


      

    

     

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

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              Notice.
                Any notice required or permitted to be sent hereunder shall be given
                by
                hand delivery,
                by registered, express or certified mail, return receipt requested,
                postage prepaid, or
                by nationally recognized private express courier or by confirmed
                facsimile
                to the other Party
                at the address listed below, or to such other addresses of which
                a Party
                may so notify the other. Notices will be deemed given when hand delivered
                if by hand delivery, or when received
                if by any other authorized method.

            


    

     

    
      
        	
                If
                  to RMS:

              	
                Roche
                  Molecular Systems, Inc.

              
	 	
                1145
                  Atlantic Avenue, Suite 100 

                Alameda,
                  California 94501 

                Attn:
                  Licensing Department

                 

              
	
                RMS
                  cc:

              	
                Roche
                  Molecular Systems, Inc.

              
	 	
                1145
                  Atlantic Avenue, Suite 100 

                Alameda,
                  California 94501 

                Attn:
                  Sr. Vice President, General Counsel

                 

              
	
                If
                  to RGI:

              	
                Response
                  Genetics, Inc.

              
	 	
                1640
                  Marengo Street, 6th
                  Floor 

                Los
                  Angeles, CA 90033 

                Attn:
                  Kathy Danenberg, CEO

              


      

    

     

    
      	
              12.3

            	
              Governing
                Law.
                This Agreement is subject to and shall be construed and enforced
                in
                accordance
                with the law of the State of California, U.S.A., excluding its conflict
                of
                laws rules
                and except as to any issue concerning the validity, scope or
                enforceability of any patent within
                the Licensed Technology, which issue shall be determined in accordance
                with the applicable
                patent laws of the United States.

            


    

     

    
      	
              12.4

            	
              Arbitration.
                All disputes, claims or controversies arising between the Parties
                concerning this Agreement
                or the matters or transactions contemplated herein shall be settled
                by
                final and binding
                arbitration conducted in San Francisco, California pursuant to the
                Commercial Arbitration
                Rules of the American Arbitration Association, in accordance with
                the
                following procedural
                process:

            


    

     

    
      	
            	a)	
              The
                arbitration tribunal shall consist of three arbitrators. In the request
                for arbitration
                and the answer thereto, each Party shall nominate one arbitrator
                and the
                two
                arbitrators so named will then jointly appoint a third neutral arbitrator
                as chairman
                of the arbitration tribunal. If the two arbitrators so named are
                unable to
                appoint
                a third neutral arbitrator, the third neutral arbitrator shall be
                appointed by the American
                Arbitration Association in accordance with the procedures contained
                in
                the
                Commercial Arbitration Rules.

            


    

     

    
      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

        
          

        

      

       

    


    
      	
            	b)	
              The
                decision of the arbitration tribunal shall be final and binding and
                judgment upon such
                decision may be entered in any court of competent jurisdiction for
                judicial acceptance
                of such an award and enforcement. Each Party hereby submits itself
                to the
                jurisdiction of the courts of the place of arbitration, but only
                for the
                entry of judgment
                with respect to the decision of the arbitrators
                hereunder.

            


    

     

    
      	
              12.5

            	
              No
                Conflict with Law.
                Nothing in this Agreement shall be construed so as to require the
                commission
                of any act contrary to law, and wherever there is any conflict between
                any
                provision
                of this Agreement or concerning the legal right of The Parties to
                enter
                into this Agreement
                and any statute, law, ordinance or treaty, the latter shall prevail,
                but
                in such event the
                affected provisions of the Agreement shall be curtailed and limited
                only
                to the extent necessary
                to bring it within the applicable legal requirements. In any event,
                all
                other provisions
                of this Agreement shall be deemed valid and enforceable to the fullest
                extent possible.

            


    

     

    
      	
              12.6

            	
              Superceding
                Agreement.
                Concurrent with the execution of this Agreement, and effective as
                of
                the Effective Date herein, any existing agreement between The Parties
                which grants rights
                to PCR technology to RGI to perform human diagnostic testing services,
                is
                hereby superceded
                and replaced in its entirety by this
                Agreement.

            


    

     

    IN
      WITNESS WHEREOF, The Parties hereto have set their hands and seals and duly
      executed this Agreement
      on the date(s) indicated below, to be effective as of the Effective Date as
      defined herein.

     

    
      	
              ROCHE
                MOLECULAR SYSTEMS,
                INC.

            	 	 	
              RESPONSE
                GENETICS, INC.

            
	 	 	 	 
	
              By:   

            	 	 	
              By:  
                

            
	
              
                

              

              Name:
                

            	 	 	
              
                

              

               

              Name:
                Kathy Danenberg

            
	 	 	 	 
	
              Title:  
                SVP, General Counsel

            	 	 	
              Title:
                Chief Executive Officer

            
	 	 	 	 
	
              Date:  
                Nov. 2, 2004

            	 	 	
              Date:
                11/16/04

            


    

     

    Apprv'd
      As To Form

    RMS
      LAW
      DEPT.

    By:


     

    
      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

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      I 

    Licensed
      Technology:

     

    
      	
              USP
                Bl 4,683,195

            	 	
              Process
                for Amplifying, Detecting and/or Cloning Nucleic Acid
                Sequences

            
	 	 	 
	
              USP
                Bl 4,683,202

            	 	
              Process
                for Amplifying Nucleic Acid Sequences

            
	 	 	 
	
              USP
                4,965,188

            	 	
              Process
                for Amplifying, Detecting, and/or Cloning Nucleic Acid Sequences
                Using a
                Thermostable Enzyme

            
	 	 	 
	
              USP
                5,008,182

            	 	
              Detection
                of AIDS Associated Virus by PCR

            
	 	 	 
	
              USP
                5,110,920

            	 	
              HLA
                Typing Method and DNA Probes Used Therein

            
	 	 	 
	
              USP
                5,176,995

            	 	
              Detection
                of Viruses by Amplification and Hybridization

            
	 	 	 
	
              USP
                5,210,015

            	 	
              Homogeneous
                Assay System Using the Nuclease Activity of a Nucleic Acid Polymerase

            
	 	 	 
	
              USP
                5,219,727

            	 	
              Quantitation
                of Nucleic Acids Using PCR

            
	 	 	 
	
              USP
                5,310,652

            	 	
              Reverse
                Transcription With Thermostable DNA Polymerases -High Temperature

            
	 	 	
              Reverse
                Transcription

            
	 	 	 
	
              USP
                5,322,770

            	 	
              Reverse
                Transcription with Thermostable DNA Polymerases - High Temperature
                

            
	 	 	
              Reverse
                Transcription

            
	 	 	 
	
              USP
                5,389,512

            	 	
              Method
                for Determining the Relative Amount of a Viral Nucleic Acid Segment
                in a Sample by the PCR

            
	 	 	 
	
              USP
                5,407,800

            	 	
              Reverse
                Transcription with Thermus thermophilus Polymerase

            
	 	 	 
	
              USP
                5,476,774

            	 	
              Quantitation
                of Nucleic Acids Using PCR (limited to claims
                1-4,8,9,15-18)

            
	 	 	 
	
              USP
                5,487,972

            	 	
              Nucleic
                Acid Detection by the 5'-3' Exonuclease Activity of
                Polymerases
                Acting on Adjacently Hybridized Oligonucleotides

            
	 	 	 
	
              USP
                5,491,063

            	 	
              Methods
                for In-Solution Quenching of Fluorescently Labeled
                Oligonucleotide Probes

            
	 	 	 
	
              USP
                5,561,058

            	 	
              Methods
                for Coupled High Temperatures Reverse Transcription and
                PCR

            
	 	 	 
	
              USP
                5,571,673

            	 	
              Methods
                for In-Solution Quenching of Fluorescently Labeled
                Oligonucleotide Probes

            
	 	 	 
	
              USP
                5,573,906

            	 	
              Detection
                of Nucleic Acids Using a Hairpin Forming Oligonucleotide
                Primer
                and an Energy Transfer Detection System (claims 13-15
                excluded)

            
	 	 	 
	
              USP
                5,618,703

            	 	
              Unconventional
                Nucleotide Substitution in Temperature Selective RT-PCR

            
	 	 	 
	
              USP
                5,677,152

            	 	
              Amplification
                Using a Reversibly Inactivated Thermostable Enzyme (method
                claims only)

            
	 	 	 
	
              USP
                5,693,517

            	 	
              Reagents
                and Methods for Coupled High Temperature Reverse
                Transcription and Polymerase Chain Reactions

            
	 	 	 
	
              USP
                5,773,258

            	 	
              Amplification
                Using a Reversibly Inactivated Thermostable Enzyme (method claims
                only)

            
	 	 	 
	
              USP
                5,804,375

            	 	
              Reaction
                Mixtures for Detection of Target Nucleic Acids

            
	 	 	 
	
              USP
                5,994,056

            	 	
              Homogeneous
                Methods for Nucleic Acid Amplification and Detection

            
	 	 	 
	
              USP
                6,127,155

            	 	
              Stabilized
                Thermostable Nucleic Acid Polymerase Compositions Containing
                Non-Ionic Polymeric Detergents

            
	 	 	 
	
              USP
                6,171,785

            	 	
              Methods
                and Devices for Homogeneous Nucleic Acid Amplification
                and Detection

            


    

     

    
      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

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      II

     

    COMBINATION
      SERVICES

     

    
      	
              Licensed
                Service(s)

            	 	
              Percent
                of Net Service 

              Revenues
                for Combination 

              Services
                which is Attributable 

              to
                Licensed Service(s)

            
	 	 	 
	Danenberg
              Tumor
              ProfileTM mRNA expression test	 	
              [***]%

            


    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      III

     

    SUMMARY
      ROYALTY REPORT

    for
      the
      Period __________ to __________

    

      
        	Licensee:
                Response
                Genetics, Inc. 	Field of
                Use: human
                in
                vitro services
	Effective
                Date:	Royalty
                Rate: [***]%
                [***]


      

    

     

    
      	
              Licensed
                Service

              ("Lic.
                Service")

            	 	
              Number
                of Lic.
                Services Performed

            	 	
              Gross
                Invoice
                Price
                per Lic.
                Service

            	 	
              Allowed
                Deductions

            	 	
              Combination
                Service % (see

              Attach
                II) *

            	 	
              Net
                Service
                Revenue

            	 	
              Earned
                Royalty

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TOTALS

            	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    Check
      here if there were no
      Licensed Services performed
      for this report period: _____

    *
      Combination
      Service %s must be previously agreed upon. To confirm that a Combination
Service
      %
      has been established or to propose this status, please contact RMS Licensing
      at
      (510) 814-2843.
      I hereby
      certify the information set forth above is correct and complete with respect
      to
the
      amounts due under the applicable license agreement.

     

      	 	 	 	 
	By:	 	 	Title:
              
	
              
                

              

              (authorized
                signature)

            	
               

               

            	 	
              
                

              

            
	 	 	 	 
	Name (please print):	 	 	Date:
	
              
                

              

            	 	 	
              
                

              

            


    

     

    Mail
      report with any royalty payment due to:

    Roche
      Molecular Systems, Inc., P. O. Box 100858, Pasadena, CA
      91189-0858

     

    
      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

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      IV

     

    COLLECTION
      RATE

    

      
        	Fiscal
                Year	
                Collection
                  Rate
                  Percentage

              


      

    

     

    (Only
      applicable as provided in Section 4.2)

     

    
      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

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

                 

                 

                Via
                  Overnight Courier

                 

                 

                 

                November 5, 2004

                 

              	 

                Direct Dial: 510-814-2984

                Fax: 510-814-2977

              	
                

              


      

    

    Response
      Genetics

    1640
      Marengo Street, Suite 620

    Los
      Angeles, CA 90033

     

    
      	Attn:	
              Eric
                Alcorn

            


      	 	Vice President,
              Finance


      	 	 


      	Re:	PCR Patent License Agreement between
              Licensee
              ("RGI") and Roche Molecular Systems, Inc. ("RMS")
              (the "Agreement")


    

     

    Enclosed
      are duplicate RMS-executed originals of the Agreement. Please have the Agreement
      signed where
      indicated, retain one fully executed original and return the other to my
      attention at the below address.

     

    If
      you
      previously held a PCR services agreement, please keep the following in mind:
      a)
      unlike most PCR licenses
      previously issued, this Agreement requires
      quarterly royalty reports, not
      semiannual reports; and
      b)
      Licensed Services performed prior to the effective date of this Agreement,
      are
      royalty-bearing as specified under the agreement being replaced.

     

    When
      returning the executed agreement, please include any literature, if available,
      that describes the Licensed Services. If such information is provided on the
      internet, please provide the URL address.

     

    RMS
      occasionally receives requests (from the media, medical professionals, and
      companies wishing to offer
      reagents such as primers and probes for sale) to provide the names of
      organizations that have rights to
      use
      PCR. We respond to such requests by providing a comprehensive list of those
      organizations. Should
      you prefer not to be included in such lists, please let us know.

     

    We
      look
      forward to finalizing this Agreement within 30 days; after that time, it may
      be
      necessary to process
      and execute new documents. Therefore, if you anticipate a delay, please let
      me
      know, and please call me if you have any questions.

     

    
      
        	
                Kind
                  regards,

                Roche
                  Molecular Systems

              	 
		 
	
                Donna
                  Donohue

                Licensing
                  Manager

              	 
	
                 

                dd

                Enclosure(s)

              	
                

              


      

    

     

    
      
      

    

    
      	 	 	 
	
              Roche
                Molecular Systems,
                Inc.

            	1145 Atlantic Avenue 	
               Tel.
                510-814-2800

            
	 	Alameda, California 94501	
               Fax
                510-522-1285

            


    

     

    
      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.