SERVICES
        AGREEMENT

       

      This
        SERVICES AGREEMENT, dated as of July 30, 2001 (the "Effective Date")
        by
        and between
        Response Genetics, Inc., a Delaware corporation ("Response"), and Taiho
Pharmaceutical
        Co., Ltd., a corporation organized under the laws of Japan, with a principal
        place of business at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan
        ("Taiho") (Response and
        Taiho
        are sometimes hereinafter referred to as the "Parties").

       

      WHEREAS,
        Response is engaged in the business, among other things, of conducting
molecular-based
        tumor tissue analyses for use in guiding chemotherapy treatment for cancer
        patients
        using the Danenberg Tumor Profile Platform;

       

      WHEREAS,
        Taiho is engaged in the business of developing and marketing pharmaceutical
        and diagnostic products for use against cancer, as well as other diseases;
        and

       

      WHEREAS,
        Taiho desires that Response perform certain testing services using the DTP
        Platform for Taiho as the exclusive recipient of such services in Japan,
        and
        Response desires to do so;

       

      1. Definitions.

       

      (a) "Danenberg
        Tumor Profile Platform" or "DTP Platform" means the complex molecular
        analysis of specific molecular markers that provides tumor specific gene
        expression information obtained from a paraffin preserved sample, which can
        help
        physicians to plan and choose the most appropriate chemotherapy for a
        patient.

       

      (b) "Results"
        means the data on gene expression, molecular markers, and any other
        data generated by, or in the course of performing the Testing
        Services.

       

      (c) "Sample"
        means the tumor cell material supplied by Taiho to Response hereunder in
        the
        quantity, and meeting the requirements, specified in Schedule C, as necessary
        for Response to perform the Testing Service as contemplated
        hereunder.

       

      (d) "Term"
        means the period beginning on October 1, 2001 and ending on the second
        anniversary thereof, unless extended for an additional year by the Parties
        pursuant to paragraph
        10(d) herein.

       

      (e) "Territory"
        means the country of Japan.

       

      (f) "Testing
        Fee" means the amount specified in Schedule A, attached hereto, to be
        paid
        by Taiho to Response for performance of the Testing Services.

       

      (g) "Testing
        Services" means the specific services involving Response's application
        of the DTP Platform to Samples provided by Taiho, all pursuant to this Agreement
        and
        as
        more fully described in Schedule A, annexed hereto.

       

      
        	 	
                

              


      

       

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

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Appointment
        of Taiho; Territory.

       

      (a) During
        the Term (as defined in paragraph l (d) herein) and subject to the terms
        and
        conditions of this Agreement, Response hereby appoints Taiho as the exclusive
        purchaser of the
        Testing Services in Japan (for certain molecular markers, compounds and cancer
        types described as "Exclusive" in Exhibit A), and, as such, Response will
        not
        provide the Testing Services
        to another entity in Japan (the "Exclusivity"). Response further appoints
        Taiho
        as the non-exclusive
        purchaser of the Testing Services in Japan (for certain molecular markers,
        compounds
        and cancer types described as "Non-Exclusive” in Exhibit A). Taiho accepts such
appointment
        on the terms and conditions herein provided.

       

      (b) As
        described in Exhibit A, Response will promptly notify Taiho of new molecular
        markers, therapeutic compounds, and diseases for which the DTP Platform may
        be
        useful, and Taiho will have the right to include such new developments to
        the
        DTP Platform within its Exclusivity. The operation of such right, and Taiho's
        continuing Exclusive and Non- Exclusive rights regarding the DTP Platform
        are
        decribed in Exhibit A.

       

      3. Consideration.

       

      (a) Investment.
        As partial consideration for the rights, including Exclusivity, granted
        herein, Taiho shall purchase [***] dollars (U.S. $[***]) of shares of Series
        C
        Preferred Stock of Response, valued at the price per share of such Series
        C
        Preferred Stock sold by Response in its next round of equity financing, and
        shall promptly, upon Response's request, execute
        the subscription documents with respect thereto; provided, however, that
        if
        Response does
        not
        consummate its offering of Series C Preferred Stock (meaning that it shall
        complete all transactions for the purchase of shares of Series C Preferred
        Stock
        to investors other than Taiho) within
        ninety (90) days after the Effective Date with net cash proceeds to Response
        of
        at least [***] Dollars ($[***]), Taiho shall pay Response [***] dollars (U.S.
        $[***]) as an advance against the Testing Fees which accrue during the Term
        (the
        "Advance"), for Testing Services purchased in excess of the quarterly Minimum
        Testing Services quantities, and/or for Testing Services purchased subsequent
        to
        the Term, on a non-exclusive
        basis. If an advance against the Testing Fees has been made, and Response
        consummates
        an offering of Series C Preferred Stock, then Taiho may elect to convert
        the
unused
        balance of the advance into shares of Series C Preferred stock of Response,
        valued at the price
        per
        share of such Series C Preferred Stock sold by Response.

       

      (b) Testing
        Fees. Taiho shall pay Response the Testing Fee for each Testing Service
        purchased from Response during the Term. The Testing Fee shall cover performance
        of the Testing Service for two (2) genes in a Sample. For the testing of
        [***],
        the Testing Fee shall be an additional [***] dollars (US$[***]) above the
        amount
        listed in Schedule A. For each additional gene to be tested, the Testing
        Fee
        shall be an additional [***] dollars (US$[***]) above the amount listed in
        Schedule A.

       

      (c) Payment.

       

      (i)
        Response shall invoice Taiho on the last day of each calendar month during
        the Term for the number of Testing Services performed by Response during
        such
        month and
        for
        which Results were delivered to Taiho.

       

      
        
          
            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-

          
            

          

        

        
          
          

        

      

       

      (ii)
        Taiho shall pay amounts due to Response by wire transfer, or as otherwise
        mutually
        agreed upon by the Parties, within thirty (30) days after Taiho's receipt
        of the
        invoice sent
        by
        Response pursuant to paragraph 4(c) above. Payments shall be made in United
        States dollars
        to a bank account designated by Response.

       

      4. Minimum
        Testing Services. Taiho shall purchase from Response a minimum quantity of
        Testing Services during the Term as follows (as the case may be, the "Minimum
        Amount");

       

      (a) During
        the first calendar quarter of the Term, Taiho shall purchase from Response
        a minimum aggregate of [***] Testing Services;

       

      (b) during
        the second calendar quarter of the Term, Taiho shall purchase from Response
        a minimum aggregate of [***] Testing Services; and

       

      (c) in
        each
        calendar quarter during the remainder of the Term, Taiho shall purchase
        from Response a minimum aggregate of [***] Testing Services.

       

      In
        the
        event Taiho fails to purchase the Minimum Amount in a calendar quarter (the
        number of Testing Services constituting the difference between the Minimum
        Amount and the actual
        number of Testing Services purchased by Taiho in such period shall hereinafter
        collectively be
        referred to as the "Shortfall"), Taiho shall pay to Response an amount equal
        to
        the Shortfall times
        three [***] dollars (U.S. $[***]). Such amount, if any, shall be paid by
        Taiho
        to Response within thirty (30) days after Taiho's receipt of an invoice for
        such
        amount from Response
        following the end of each calendar quarter in which such Shortfall
        exists.

       

      For
        example:

      


      
        	
                Number
                  of Testing Services purchased in a calendar quarter:

              	 	 	
                [***]

              	 
	
                Minimum
                  Amount for such calendar quarter:

              	 	 	
                [***]

              	 
	
                Shortfall
                  ([***]):

              	 	 	
                [***]

              	 
	
                Amount
                  due Response ($[***]):

              	 	 	
                U.S.
                  $[***]

              	 


      

       

      5. Order
        and
        Delivery of Testing Services.

       

      (a)
        All
        Testing Services and any materials used in connection therewith shall be
        ordered, and all communications with the testing laboratory shall be performed,
        pursuant to (i) Response's
        instructions which will be communicated from time to time to Taiho by Response
        and
        (ii)
        the specifications described in Schedule C, annexed hereto, which may be
        changed
reasonably
        by Response upon reasonable prior notice to Taiho. Such instructions shall
        include information regarding shipment and delivery requirements for the
        Testing
        Service. Anything in this
        Agreement to the contrary notwithstanding, Response may process some or all
        of
        the Testing Services itself, or through any other designated and licensed
        laboratory, provided that such other laboratory
        is under an appropriate obligation of confidentiality.

       

      
        
          
            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-

          
            

          

        

        
          
          

        

      

    


    (b)
      Response shall provide Taiho with the Results for each Testing Service within
      seven
      (7)
      business days from Response's (or its designee's) receipt of Samples, at
      Response's designated laboratory. The Results shall include a gene expression
      value for any of the molecular
      markers set forth on Schedule A, accompanied by descriptive language in English.
      Response shall transmit the results of the Testing Services to Taiho via (i)
      facsimile or (ii) electronic transmission in a mutually agreeable format, at
      Taiho's option, and shall return separately any materials remaining from the
      Sample or derived therefrom during, the course of the
      Testing Service.

     

    6. Representations
      and Warranties.

     

    (a) Taiho
      hereby represents and warrants to Response that: Taiho is a corporation
      duly organized, validly existing and in good standing under the laws of Japan;
      Taiho has all corporate power and authority to execute this Agreement; when
      executed this Agreement will
      constitute a valid and legally binding agreement of Taiho enforceable against
      Taiho in accordance with its terms; and the execution and delivery of this
      Agreement, consummation of the
      transactions contemplated hereby, and the performance of the obligations of
      Taiho hereunder do
      not
      violate any law, rule or regulation or order, writ, injunction decree, of any
      court or governmental authority or other authority applicable to it and located
      in the Territory.

     

    (b) Response
      hereby represents and warrants to Taiho that:

     

    (i)
      Response is a corporation duly organized, validly existing and in good standing
      in the State of Delaware; Response has all corporate power and authority to
      execute this Agreement; when executed this Agreement will constitute a valid
      and
      legally binding agreement of Response enforceable against Response in accordance
      with its terms; and the execution and delivery of this Agreement and the
      consummation of the transactions contemplated, hereby, and the performance
      of
      the obligations of Response hereunder do not violate
      any law, rule or regulation or order, writ, injunction decree, of any court
      or
      governmental authority or other authority which is applicable to it or give
      rise
      to a default, right of termination, cancellation or acceleration or otherwise
      conflict with or result in a loss of contractual benefit to Response under
      the
      terms of any agreement or other instrument or obligation to which Response
      is
      a
      party or may be bound, or require any consent, approval or notice under any
      agreement to which Response is a party or may be bound;

     

    (ii)
      The
      performance of the Testing Services by Response shall in all respects
      comply with United States state and federal regulations.

     

    (c) Except
      as
      explicitly provided herein, the rights, information and materials provided
      by Response under this Agreement are WITHOUT REPRESENTATION OR WARRANTY
      OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
      OTHER
      WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED. RESPONSE MAKES NO REPRESENTATION
      OR WARRANTY THAT EXERCISE OF THE RIGHTS GRANTED
      IN THIS AGREEMENT, OR USE OF ANY INFORMATION OR MATERIALS PROVIDED
      BY RESPONSE HEREUNDER, WILL NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL
      PROPERTY OR OTHER PROPRIETARY RIGHT.

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    


    7. Ownership;
      Intellectual Property.

     

    (a) No
      Infringement. Taiho acknowledges that, as between the Parties, Response
      owns and/or controls, except as set forth in paragraph 7(b), (i) the Testing
      Services and all of the materials, other than Samples, which comprise the same;
      and any accompanying patent applications
      filed by Response. It is understood that neither Taiho nor any affiliate of
      Taiho shall
      acquire or claim any title to the Testing Services by virtue of this
      Agreement.

     

    (b) Ownership
      of Results. Notwithstanding any other provision hereunder, Taiho
      shall own all right, title and interest in and to the Results, and all
      intellectual property rights
      therein or thereto, all of which Response hereby assigns to Taiho. Response
      agrees to hold Results
      and Samples in confidence, and agrees not to use for any purpose and not to
      disclose to third parties in any manner Results or Samples without the prior
      written consent of Taiho.

     

    (c) Use
      of
      Name. Each Party agrees that it will not, during the Term, use the name
      of
      the other Party or any reproduction, counterfeit, copy or colorable imitation
      thereof, in any way, except to indicate, as specifically authorized therein,
      that Taiho has exclusive rights in Japan
      to
      order the Testing Services.

     

    (d) Sublicense.
      Within thirty (30) days after the Effective Date, Response will
      submit to the University of Southern California a written request to approve
      a
      non-exclusive sublicense
      of the Testing Services to Taiho for distribution in Japan during the Term,
      which sublicense Taiho will not exercise unless and until Taiho terminates
      this
      Agreement pursuant to Paragraph
      10(b). Response will cooperate with taiho as necessary to effectuate the
      foregoing, and
      Response and Taiho will execute such documents as are necessary to effectuate
      the foregoing.
      Taiho's sublicense will include other intellectual property owned or controlled
      by Response
      necessary or useful to perform the Testing Services.

     

    8. Indemnification

     

    (a) Taiho
      shall indemnify and hold harmless Response and its officers, directors,
      stockholders, independent contractors, employees and agents from any liability,
      loss, damages, expense (including, without limitation, reasonable attorneys'
      fees and disbursements) or claim by a third party resulting from or arising
      out
      of: (i) any act or omission by Taiho in the performance of its obligations
      hereunder or due to any breach by Taiho of its warranties in paragraph
      6; (ii) any actual or alleged personal injury or property damage arising or
      resulting out of
      the
      distribution of the Testing Services by Taiho in the Territory; (iii) any actual
      or alleged false
      advertising or unfair competition by Taiho in its distribution, marketing,
      or
      exploitation of Testing
      Services; and (iv) any Regulatory Challenge (as defined in paragraph 9(d)
      below).

     

    (b) Response
      shall indemnify and hold harmless Taiho and its officers, directors,
      stockholders, independent contractors, employees and agents from any liability,
      loss, damages, expense (including reasonable attorneys' fees and disbursements)
      or claim by a third party:
      (i) resulting from or arising out of any act or omission by Response in the
      performance of its obligations hereunder; (ii) due to any breach by Response
      of
      its warranties in paragraph 6; or (iii) that the use, performance or
      distribution of the Testing Services infringes or misappropriates the
      intellectual property rights of a third 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.

        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (c) Notice.
      In the event of any claim, action or proceeding for which either Party
      is
      entitled to indemnity hereunder, such Party shall promptly notify the other
      Party of such matter
      in
      writing. The indemnifying Party shall then promptly, at its sole cost, assume
      responsibility
      for and shall have control of such matter, including settlement negotiations
      and
      the institution
      and defense of any legal proceedings, provided that the indemnified Party shall
      retain the right to be represented, at its sole expense, by separate counsel.
      The indemnified Party shall have the right to approve or disapprove any proposed
      settlement, which approval shall not be unreasonably withheld. If the
      indemnifying Party does not make a timely election to undertake the
      good
      faith defense or settlement of the claim as aforesaid, or if the indemnifying
      Party fails to proceed
      with the good faith defense or settlement of the matter after making such
      election, then, in either such event, the indemnified Party shall have the
      right
      to contest, settle or compromise the claim at its exclusive discretion, at
      the
      risk and expense of the indemnifying Party to the full extent set forth in
      paragraphs 8(a) or 8(b), as the case may be.

     

    (d) Regulatory
      Action. In the event of a challenge or protest relating to this Agreement
      by any U.S. or other governmental agency (including, without limitation,
      Japanese or any subdivision thereof), any U.S. state attorney general or any
      other regulatory body alleging false or misleading advertising and/or labeling
      provisions and/or adulterated or misbranded product
      or other matter referred to in paragraph 7(a)(ii) above ("Regulatory
      Challenge"), Response
      shall (to the extent permitted by law or such governmental agency) have the
      right to participate in any settlement proceedings related thereto and to be
      consulted by Taiho regarding such
      settlement.


     

    9. Insurance.
      Response agrees to obtain, at its sole cost and expense, no less than
U.S.
      Ten
      Million Dollars (U.S. $10,000,000) umbrella comprehensive general liability
      insurance, including
      product liability coverage, and advertiser's liability coverage, with Taiho
      named as an additional
      insured. Response shall submit certificates of such insurance to Taiho that
      includes a thirty (30) day prior written notice of cancellation provision.
      Response shall keep such policies in force during the Term and for at least
      three (3) years thereafter, and, upon Taiho's request, shall
      submit evidence of renewal prior to the expiration of the original term of
      insurance and any renewal
      term thereafter.

     

    10. Termination.

     

    (a)
      Response shall, at its option, have the right, in addition to any other rights
      it may
      have
      hereunder, at law or otherwise, to terminate this Agreement:

     

    (i)
      in
      the event of a material breach by Taiho of this Agreement which is not cured
      within forty-five (45) days of receipt of written notice of such breach from
      Response;

     

    (ii)
      upon
      the occurrence of any of the following events:

     

    (A) Taiho
      becomes insolvent, however evidenced, or makes an assignment for
      the
      benefit of creditors; or

     

    (B) Taiho
      files a petition seeking relief under any provision of any Japanese
      statute now or hereafter in effect affording relief to debtors, or any such
      application or petition is filed against Taiho, which application or petition
      is
      not dismissed or withdrawn within forty-five
      (45) days from the date of its filing; or

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    

     

    (C)
      the
      appointment of a receiver for Taiho, and such receivership proceedings
      are not dismissed within forty-five (45) days after the receiver's appointment;
      or

     

    (D)
      the
      commencement by Taiho of liquidation, dissolution or winding-up proceedings,
      or the commencement against Taiho of a proceeding to liquidate, wind-up or
      dissolve Taiho which proceeding is not dismissed within forty-five (45)
      days.

     

    (b) Taiho
      shall have the right, in addition to any other rights it may have hereunder,
      of law or otherwise to terminate this Agreement:

     

    (i)
      in
      the event of a material breach by Response of this Agreement which breach
      is
      not cured within forty-five (45) days of receipt of written notice of such
      breach from Taiho;
      or

     

    (ii)
      upon
      the occurrence of any of the following events:

     

    (A) Response
      becomes insolvent, however evidenced, or makes an assignment
      for the benefit of creditors; or

     

    (B) Response
      files a petition seeking relief under any provision of the Federal
      Bankruptcy Code or any other federal or state statute now or hereafter in effect
      affording relief
      to
      debtors, or any such application or petition is filed against Response, which
      application or
      petition is not dismissed or withdrawn within forty-five (45) days from the
      date
      of its filing; or

     

    (C) the
      appointment of a receiver for Response or for all or a substantial part
      of
      the assets of Response and such receivership proceedings are not dismissed
      within forty-five
      (45)
      days after such receiver's appointment; or

     

    (D) Response
      ceases to provide or conduct Testing Services or similar services
      using the DTP Platform; or

     

    (E) the
      commencement by Response of liquidation, dissolution or winding-up
      proceedings, or the commencement against Response of a proceeding to liquidate,
      wind-up or dissolve Response, which proceeding is not dismissed within
      forty-five (45) days.

     

    (c) For
      purposes of this Paragraph 10, a failure by Response to timely perform
Testing
      Services and deliver the Results to Taiho in accordance with the terms of this
      Agreement shall
      constitute a material breach of this Agreement.

     

    (d) The
      term
      of this Agreement may be extended by an additional one (1) year period if (i)
      Taiho provides written notice to Response, not less than one hundred eighty
      (180) days prior to the second anniversary of the Effective Date, of its intent
      to so extend the Term, and
      (ii)
      within thirty (30) days of the date of such notice, Response does not decline,
      in writing to Taiho,
      to
      extend the Term for an additional year. In the event of such extension, Response
      shall continue to provide the Testing Services under the terms and conditions
      herein.

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    


    (e) It
      is
      understood that as of the Effective Date, Response does not own or control
      an
      issued patent that would necessarily prevent the use of a method substantially
      similar to that used in the DTP Platform for testing samples from Japanese
      patients (i.e. patients being treated
      in Japan). Accordingly, in the event that a third party actually provides such
      testing services using such a method to evaluate or diagnose Japanese patients,
      Response agrees as follows:
      (i) if Taiho provides notice of the foregoing prior to the second anniversary
      of
      the Effective
      Date, Response will negotiate in good faith a downward adjustment to the terms
      of this Agreement
      to reflect such competition as the parties reasonably agree; or (ii) if the
      Term
      of this Agreement
      has been extended under paragraph 10(d) and Taiho provides notice of the
      foregoing during
      the third year of the Term, Response will negotiate in good faith a downward
      adjustment to
      the
      terms of this Agreement to reflect such competition as the parties reasonably
      agree and the obligation
      to purchase the Minimum Amount under pargraph 4 shall no longer apply.
However,
      if the parties are unable to agree on mutually acceptable terms for the
      remaining Term of
      this
      Agreement, then Taiho shall have the right, upon notice to Response and at
      Taiho's sole discretion,
      to either (i) terminate this Agreement upon notice to Response; or (ii) if
      a
      third party actually provides such services to test samples from Japanese
      patients at a price lower than the Testing
      Fee for any type of test hereunder, terminate its obligations under paragraph
      4
      applicable to
      the
      remainder of the Term of this Agreement. In the event Taiho elects (ii) above,
      Taiho's appointment
      under paragraph 2 as the exclusive purchaser of the Testing Services in Japan
      for certain molecular markers, compounds and cancer types described as
      "Exclusive" in Exhibit A shall become non-exclusive during the balance of the
      third year of the Term.

     

    (f) Termination
      or expiration of this Agreement shall not relieve either Party of its
      obligations relating to Testing Services ordered or rendered prior to the date
      of such termination.

     

    (g) In
      the
      event of termination or expiration, Taiho will be obligated to pay the
balance
      of any Testing Service Fees incurred as of the date of termination, and Response
      will be obligated to complete the Testing Service on any Samples received by
      Response (or its designee) within
      ten (10) days after the date of such termination or expiration. If Taiho is
      the
      terminating Party,
      the uncredited amount of the Advance paid under paragraph 3(a) shall be
      converted by Response into shares of Series C Preferred Stock of Response at
      a
      conversion price equal to the price per share of such Series C Preferred Stock
      sold by Response in its next round of equity financing,
      if concluded, or if not concluded, into shares of Series B Preferred Stock
      of
      Response at
      a
      conversion price of $[***] per share. Notwithstanding the foregoing, termination
      of this Agreement
      for any reason shall not release either Party from any liability which, at
      the
      time of such
      termination, has already accrued to the other Party or which is attributable
      to
      a period prior to such termination, nor preclude either Party from pursuing
      any
      rights and remedies it may have hereunder
      or at law or in equity with respect to any breach of this
      Agreement.

     

    (h)
      In
      the event of any termination of this Agreement by Taiho pursuant to Paragraph
      10(b), Taiho may, at its sole option, elect either to: (1) exercise its license
      regarding Testing
      Services granted under Paragraph 7(d); or (ii) have Dr. Peter Danenberg and/or
      Kathleen Danenberg
      provide the Testing Services for Taiho in the same manner as Response provides
      hereunder, as agrees to in the letter attached as Schedule D, and for which
      Response grants any rights
      and licenses necessary to conduct such Testing Services, provided
      that, Taiho
      shall pay the costs,
      direct and indirect, for equipment, supplies and salaries for such Testing
      Services as performed
      by either of the Danenberg's, in the form of a research grant or contract which
      conforms
      to the specifications required by the University of Southern California and
      except for the
      price
      paid by Taiho, both of the Danenberg's shall provide the Testing Services in
      accordance
      with the same terms and conditions as Response performed such Testing Services
      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.

        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (i)
      In
      the event of any termination or expiration of this Agreement, Response will
      return
      all unused Samples and materials derived from Samples and all copies of Results
      to Taiho. Paragraphs
      1, 6, 7(a), 7(b), 8, 10(e)-(h), 11 and 12 will survive termination or expiration
      of this Agreement
      for any reason. Paragraph 7(d) will survive any termination under paragraph
      10(b).

     

    11.
      Notices. All notices and consents required or permitted hereunder (all of the
      foregoing
      hereinafter collectively referred to as "Communications") shall be in writing
      and shall be deemed to have been duly given and received upon receipt, if
      delivered (a) personally with receipt acknowledged, (b) by registered or
      certified mail or equivalent, return receipt requested, postage prepaid, (c)
      mailed by overnight or international courier for next day or second day
      delivery, as the case may be, in each case addressed to the Parties at their
      respective addresses set
      forth
      below or to such other address as any Party shall hereafter specify by
      Communication to the
      other
      Party, or (d) by telecopy to the number set forth below or to such changed
      number as any Party shall hereafter specify by Communication to the other
      Party:

     

    
      	
              If
                to Response to: 

            	 	
              Response
                Genetics, Inc.

              1180
                Avenue of the Americas

              Suite
                1412

              New
                York, NY

              Attn:
                Chief Executive Officer

            
	 	 	 
	
              with
                a copy to:

            	 	
              Blank
                Rome Tenzer Greenblatt LLP

              405
                Lexington Avenue 

              New
                York, NY 10174

              Attn:
                Emanuel J. Adler, Esq.

              Telecopier
                No.: (212) 885-5001

            
	 	 	 
	
              If
                to Kathleen Danenberg to: 

            	 	
              Kathleen
                Danenberg

              Vice
                President & Chief Scientific Officer

              Response
                Genetics, Inc.

              1640
                Marengo Street; 6th Floor

              Los
                Angeles, CA 90033

            
	 	 	 
	
              If
                to Taiho to:

            	 	
              Taiho
                Pharmaceutical Co., Ltd.

              1-27
                Kandanishiki-cho, Chiyoda-ku, Tokyo
                101-8444, Japan 

              Attn:
                [***] 

              Telecopier
                No.: +81-3-3291-4303

            


    

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    

     

    
      	
              with
                a copy to:

            	 	
              Wilson
                Sonsini Goodrich & Rosati

              One
                Market

              Spear
                Tower, Suite 3300 
San Francisco, CA 94105 
Attn: David R. Boyko,
                Esq. 
Telecopier No.: (415)
                947-2099

            


    

     

    12. Entire
      Agreement and Waiver. This Agreement and the Secrecy Agreement dated March
      14,
      2001, and any amendments to the Secrecy Agreement subsequently executed by
      both
      parties, contain the entire agreement between the Parties with respect to the
      subject matter hereof and supersedes all previous agreements or arrangements
      between the Parties relating to the subject matter hereof. No purported waiver
      by any Party of any breach by the others of any of its obligations, agreements
      or covenants hereunder, or any part thereof, shall be effective unless
made
      in
      writing, signed by the Party sought to be bound thereby, and no failure to
      pursue or elect any
      remedy with respect to any default under or breach of any provisions of this
      Agreement, or any part thereof, shall be deemed to be a waiver of any other
      or
      subsequent, similar or different default or breach, or any election of remedies
      available in connection therewith, nor shall the acceptance or receipt by either
      Party of any money or other consideration due to it under this Agreement, with
      or without knowledge of any breach hereunder, constitute a waiver of any
      provision of this Agreement with respect to such or any other
      breach.

     

    13. Force
      Majeure. If the performance of this Agreement or any obligation, action or
      transaction under this Agreement by either Party is hindered or prevented
      ("Impeded") by act of God, action of the elements, fire, accident, riot, strike,
      work stoppage or other labor disturbance, war,
      invasion, civil commotion, enactment of laws or other casualty or cause, whether
      similar or dissimilar,
      beyond the reasonable control of the Party required to perform and without
      such
      Party's fault or negligence (each a "Force Majeure Condition"), performance
      by
      that Party to the extent so Impeded shall be excused during the period of the
      Force Majeure Condition; provided, however,
      that no Force Majeure Condition shall relieve Taiho of the obligation to pay
      for
      Testing Services
      which have already been completed by Response; and further provided that, to
      the
      extent Response or its designee is Impeded by a Force Majeure Condition from
      performing the Testing Services, Taiho's obligation to purchase Testing Services
      from Response and to pay the Minimum Testing Services Fees shall be suspended
      for the same period of time.

     

    14. Assignment;
      Binding Effect. Except as otherwise provided herein, neither Party may
      assign this Agreement without the prior written consent of the other Party,
      except that either Party
      may
      assign this Agreement without prior consent to an entity that acquires all
      or
      substantially all of the business or assets of that Party (or that portion
      thereof to which this Agreement relates), in each case whether by merger,
      acquisition, or otherwise, provided that such
      assignee agrees in writing to be bound by the terms and conditions of this
      Agreement. This Agreement
      shall inure to the benefit of and be binding upon the Parties hereto and their
      respective
      successors and permitted assigns. Nothing in this Agreement, express or implied,
      is intended
      to or will confer on any person other than the Parties, and their respective
      successors and
      permitted assigns, any benefits, rights, remedies, obligations or liabilities
      under, or by reason 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.

        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    

      15. Independent
        Contractors. In all matters relating to this Agreement, the Parties shall
        be
        deemed independent contractors.- The Parties expressly disclaim any intention
        to
        create a
        partnership, agency or joint venture pertaining to the subject matter of
        this
        Agreement.

       

      16. Press
        Release. Except as otherwise required by law or applicable regulation, and
        except
        for disclosures made by Response or Taiho with respect to any private or
        public
        offering of
        its
        securities, neither Party shall issue any press release or make any public
        announcement relating to the subject matter of this Agreement without the
        prior
        written approval of the other Party, which shall not be unreasonably withheld
        or
        delayed.

       

      17. Governing
        Law/Submissions to Jurisdiction. This Agreement shall be governed and
        construed in all respects by the laws of the State of New York applicable
        to
        contracts entered into
        and
        to be wholly performed therein, without regard to its conflicts of laws
        principles. Each of
        the
        Parties hereby agrees that any suit, action or proceeding arising out of
        this
        Agreement or the Secrecy Agreement may be instituted against it in the United
        States District Court for the Southern
        District of New York. Each of the Parties expressly consents to personal
        jurisdiction in the
        State
        of New York with respect to such suit, action or proceeding. Each Party
        irrevocably and unconditionally
        waives any objection to the jurisdiction and venue required in this Paragraph
        18, and agrees not to plead or claim in any such court that any such suit,
        action, or proceeding has been brought in an inconvenient forum.

       

      18. Severability.
        If one or more of the provisions contained in this Agreement shall be
        determined to be invalid or unenforceable by a court of competent jurisdiction
        or by any other legally
        constituted body having the jurisdiction to make such determination, the
        validity and enforceability of the remaining provisions shall not in any
        way be
        affected or impaired thereby and said provision shall be (only with respect
        to
        the operation thereof in the particular jurisdiction
        in which such adjudication is made) construed by limiting and reducing it
        so as
        to be enforceable
        to the extent permissible.

       

      19. Headings;
        Word Meanings. The headings preceding the text of the various provisions
        of this Agreement are for convenience of reference only and are not intended
        to
        define, limit or in any other way describe the scope of this Agreement or
        the
        intent of the provisions
        hereof. The singular shall include the plural and the masculine gender shall
        include the
        feminine and neuter, and vice versa, unless the context otherwise
        requires.

       

      20. Further
        Actions. At any time and from time to time, each Party agrees, without
further
        consideration, to take such actions and to execute and deliver such documents
        as
        may be reasonably necessary to effectuate the purposes 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.

          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

     

    21.
      Counterparts. 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.

     

    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the
      Parties hereto on the date and year first above written.

     

    
      	 	 	 	 
	
              RESPONSE
                GENETICS, INC.

            	 	 	
              TAIHO
                PHARMACEUTICAL CO., LTD.

            
	 	 	 	 
	 	 	 	 
	By: 
 	 	 	By: 
 
	
              
                

              

              Name:
                Mr. Larry C Heaton II

              Title:
                President and CEO

            	 	 	
              
                

              

              Name:
                Mr. Akira Akazawa

              Title:
                Senior Managing Director

            
	 	 	 	 
	
              I
                agree to abide by the terms and obligations of Paragraph
                10(h).

            
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
 
	 	 	 	
              
                

              

              Name: Kathleen
                Danenberg

            


    

     

    
      
        
          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-

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      A

     

    EXCLUSIVITY


     

    As
      of the
      Effective Date, Response grants Taiho the right to be the exclusive purchaser
      in
Japan
      of
      tests and testing services based upon the DTP Platform using gene expression
      for
      the foregoing (collectively referred to as the "Field"):

     

    1) for
      any
      one or combination of the following molecular markers: [***]; or

     

    2) [***];
      or

     

    3) relevant
      to the diagnosis or therapeutic treatment of precancerous and cancerous
      diseases of the [***].

     

    NON-EXCLUSIVITY

     

    As
      of the
      Effective Date, Response grants Taiho the right to be a non-exclusive purchaser
      in
      Japan
      of tests and testing services based upon the DTP Platform using gene expression
      not covered by an Exclusivity agreement:

     

    1)
      for
      any one or combination of molecular markers other than those for which
      Taiho has Exclusivity; or

     

    2) relevant
      to the therapeutic use of any compound or biological product against
cancer
      other than those compounds for which Taiho has Exclusivity; or

     

    3) relevant
      to the diagnosis or therapeutic treatment of precancerous and cancerous
      diseases other than those for which Taiho has Exclusivity.

     

    NEW
      MOLECULAR MARKERS, ANTI-CANCER AGENTS, DTP USES

     

    Response
      will notify Taiho from time to time of new molecular markers, anti-cancer
agents
      and/or uses of the DTP Platform as they are developed and validated by
      Response, In such
      event, Exclusivity with respect to such new molecular markers, anti-cancer
      agents and/or uses
      will
      be determined by mutually agreed upon pricing, milestones, minimums or other
      criteria to
      be
      negotiated and agreed to by the Parties. In the event the parties fail to
      mutually agree upon such
      pricing, milestones, minimums or other criteria within thirty (30) days of
      Taiho's receipt of notice
      of
      such new molecular markers, anti-cancer agents and/or uses, Response shall
      have
      the right to engage any other third party as an exclusive distributor of the
      Testing Services outside the Field with respect to such new molecular markers,
      anti-cancer agents and/or uses; provided that Taiho will retain non-exclusive
      rights to such new molecular markers, anti-cancer agents and/or
      uses within the Field in Japan. The following examples illustrate the operation
      of such non-exclusivity:

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    


    1) Taiho
      and
      Response do not agree on terms of Exclusivity for new molecular marker
[***].
      Therefore, Taiho retains a non-exclusive right to provide the DTP in Japan
      using
[***]
      in
      the Field (i.e., for precancerous and cancerous diseases of the [***],
or
      as
      relevant to therapeutic use of [***] compounds (either alone or in combination
      with other compounds or therapies), or with molecular markers [***]). Response
      may grant a third party exclusive distribution rights for such new molecular
      marker [***] in Japan outside the Field
      (i.e., as relevant for therapeutic use of compounds other than, and not used
      in
      combination with,
      [***] or as relevant for precancerous and cancerous diseases of other than
      the
      [***]);
      provided, however, that Response may not grant a third party distribution rights
      in Japan to use [***] in the Field (i.e., for precancerous and cancerous
      diseases of the [***],
      or as
      relevant to therapeutic use of [***] compounds (either alone or in combination
      with other compounds or therapies), or with molecular markers
      [***]).

     

    2) Taiho
      and
      Response do not agree on terms of Exclusivity for new use of the DTP
with
      respect to [***]. Thereafter, Taiho retains a non-exclusive right to provide
      the
      new use
      of
      the DTP in Japan within the Field (i.e., as relevant to therapeutic use of
      [***]
      compounds (either alone or in combination with other compounds or therapies),
      or
      for molecular markers [***],
      or
      as relevant to precancerous and cancerous diseases of the [***]). Response
      may grant a third party exclusive distribution rights for such new use of the
      DTP in Japan outside the Field (i.e., as relevant for therapeutic use of
      compounds other than, and not used in combination with, [***] or as relevant
      for
      precancerous and cancerous diseases of other than the [***]); provided, however,
      that Response may not grant a third party distribution rights in Japan to such
      new use of the DTP in the Field (i.e., as relevant to therapeutic use of 5-Fu
      compounds (either alone or in combination with other compounds or therapies),
      or
      for molecular markers [***], or for precancerous and cancerous diseases of
      the
      [***]).

     

    3) Taiho
      and
      Response do not agree on terms of Exclusivity for use of the DTP with respect
      to
      [***]. Therefore, Taiho retains a non-exclusive right to use the DTP as relevant
      to use of [***] in Japan within the Field (i.e., as relevant for precancerous
      and cancerous diseases of the [***], or for therapeutic use of [***] compounds
      (either alone or in combination with other compounds or therapies) or for
      molecular markers [***]). Response may grant a third party exclusive
      distribution rights in Japan outside the Field (i.e., as relevant
      for therapeutic use of compounds other than, and not used in combination with,
      [***], or as
      relevant for precancerous and cancerous diseases of other than the [***]);
      provided, however, that Response may not grant a third party distribution rights
      in Japan to use the DTP with [***] in the Field (i.e., as relevant for
      precancerous and cancerous diseases of the [***], or for therapeutic use in
      combination with [***] compounds, or for molecular markers [***]).

     

    Further,
      until such time as Response actually enters into an agreement with a third
      party
      for exclusive rights outside the Field in Japan with respect to such new
      molecular markers, anti-cancer agents and/or uses of the DTP Platform, Taiho
      will have the non-exclusive right in Japan to
      purchase tests and testing services based upon such new molecular markers,
      anti-cancer agents and/or
      uses of the DTP Platform, whether inside or outside the Field.

     

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

        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    TESTING
      SERVICE FEES

     

    During
      each calendar quarter of the Term, the Testing Service Fee shall be as
      follows:


     

    
      	
              Number
                of Testing Services purchased
                by Taiho during each
                calendar quarter of the Term

            	 	
              Testing
                Service Fee

            	 
	
              [***]

            	 	
              $

            	
              [***]

            	 
	
              [***]

            	 	
              $

            	
              [***]

            	 


    

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      C

     

    INSTRUCTIONS
      AND SPECIFICATIONS FOR SENDING TISSUE

    SAMPLES
      FOR RESPONSE GENETICS' DANENBERG TUMOR

    PROFILE
      FOR COMMERCIAL PROCESSING

     

    1. Patient
      Information

     

    A. Taiho
      unique I.D. No.

     

    B. For
      each
      specimen provided, a diagnosis or provisional diagnosis supplied by a physician
      (pathologist or other qualified physician) certified in anatomical pathology,
      which diagnosis
      shall include (i) the type of tumor, including histomorphology and
      histopathology, (ii) source organ of the specimen, (iii) whether the specimen
      is
      primary or metastatic, and (iv) if the specimen
      is metastatic, the origin of the primary tumor.

     

    2. Sample
      Preparation

     

    (1) Sample
      to
      be processed should correlate with stage and site to be treated.

     

    (2) Cut
      one 5
μM section, mount on glass slide.

     

    (3) Cut
      four
      10 μM sections,
      mount on four separate regular glass slides. Glass slides should
      be
      regular glass, uncoated and uncharged. Do not bake slides and do not use
      coverslip. Slides
      must contain a sufficient quantity of tumor tissue to be successfully
      microdissected.

     

    (4) Send
      above referenced samples or specimens by overnight delivery in approved slide
      holder, placed in a bubble-lined envelope and in a Federal Express Diagnostic
      Specimen Envelope,
      to the laboratory designated by Response at Response's direction.

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    

     

    
      
        	 	UNIVERSITY OF SOUTHERN
                CALIFORNIA
		Keck
                School of
                Medicine
	 	 	 
	
                Department of Biochemistry and Molecular
                  Biology

                USC/Nom's Comprehensive Cancer
                  Center

              	 	 
	 	 	 
	
                Peter
                  V. Danenberg, Ph.D.

                Professor
                  of Biochemistry and Molecular Biology

              	 	 


      

    

     

    SCHEDULE
      D 

     

    July
      23,
      2001

     

    [***]

    Manager

    Product
      Research & Licensing

    Taiho
      Pharmaceutical Co Ltd

    1-27
      Kandanishiki-cho, Chiyoda-ku,

    Tokyo
      101-8444, Japan

     

    Dear
      [***]:

     

    This
      is
      to confirm our commitment that, in the event of a termination in accordance
      with
paragraph
      10 (b) by Taiho of the Services Agreement of June, 2001 between Taiho
Pharmaceutical
      Co, Ltd., and Response Genetics, Inc., we will undertake a research project
      for
Taiho
      in
      which we will provide the Testing Services in the same manner described in
      the
Services
      Agreement, provided that Taiho pays the costs, direct and indirect, for
      equipment, supplies
      and salaries for such Testing Services in the form of a research grant or
      contract which conforms
      to the specifications required by the University of Southern
      California.

     

    Best
      regards,

    
      	 	 	 	 
	By:  
              	 	 	By:  
              
	
              
                

              

              
                Peter
                  Danenberg, PhD 

              

            	 	 	
              
                

              

              Kathleen
                Danenberg

            
	
            	 	 	
            


    

    1441
      Eastlake Ave., Rm. 5318

    Los
      Angeles, CA 90033

    VOX:
      323-865-0518

    FAX:
      323-865-0105

    email:
      pdanenbe@hsc.usc.edu

    


    
      
        
          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-

        
          

        

      

      
        
        

      

    


    SCHEDULED

     

    Letterhead
      of the USC Laboratory of Dr. Peter Danenberg

     

    June
      ,
      2001

     

    [***]

    Manager

    Product
      Research & Licensing

    Taiho
      Pharmaceutical Co Ltd

    1-27
      Kandanishiki-cho, Chiyoda-ku,

    Tokyo
      101-8444, Japan

     

    Dear
      [***]:

     

    This
      is
      to confirm our commitment that, in the event of a termination in accordance
      with
      paragraph 10 (b) by Taiho of the Services Agreement of June, 2001 between Taiho
      Pharmaceutical
      Co, Ltd., and Response Genetics, Inc., we will undertake a research project
      for
Taiho
      in
      which we will provide the Testing Services in the same manner described in
      the
      Services Agreement, provided that Taiho pays the costs, direct and indirect,
      for
      equipment, supplies
      and salaries for such Testing Services in the form of a research grant or
      contract which conforms
      to the specifications required by the University of Southern
      California.

     

    Best
      regards,

    
      	 	 	 	 
	By:	 	 	By:
	
            	 	 	
            
	Peter Danenberg, PhD	 	 	Kathleen
              Danenberg


    

     

    
      
        
          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-

        
          

        

      

      
        
        

      

    

     

    September
      30, 2004

     

    [***]

    Director
      of Product Research & Licensing

    Taiho
      Pharmaceutical Co., Ltd.

    1-27,
      Kandanishiki-cho

    Chiyoda-ku,
      Tokyo, 101-8444 

    Japan

     

    
      	
            	Re:	
              Services
                Agreement ("Agreement") dated July 30, 2001 between Response
                Genetics,
                Inc. ("Response") and Taiho Pharmaceutical Co., Ltd.
                ("Taiho")

            


    

     

    Dear
      [***]:

     

    This
      letter reflects Response and Taiho's mutual agreement to modify the terms of
      the
      above referenced
      Agreement as follows:

     

    
      	 	
              1.

            	
              All
                capitalized terms not herein defined shall have the meaning set forth
                in
                the Agreement.
                Except as set forth in this letter, the terms and conditions of the
                Agreement shall
                continue in full force and effect. Unless otherwise stated, "Paragraph"
                shall refer to paragraphs of the Agreement and "Item" the items of
                this
                letter.

            


    

     

    
      	 	
              2.

            	
              Notwithstanding
                Paragraph 1(d), the "Term" shall mean the period beginning on October
                1,
                2001 and ending on October 1, 2007, unless extended in accordance
                with
                Item 4 below.

            


    

     

    
      	 	
              3.

            	
              During
                the period from October 1, 2004 through October 1, 2007 (the "Extension
                Period"), the terms and conditions for the supply of Testing Services
                by
                Response to Taiho,
                including the Testing Fees and Minimum Amounts, shall be the same
                as set
                forth in the Agreement.

            


    

     

    
      	 	
              4.

            	
              The
                Term may be extended for additional two (2) year periods, each time
                upon
                the mutual
                agreement of the Parties. The parties shall begin discussions concerning
                this subsequent extension in good faith upon either Party's request
                within
                ninety (90) days prior to the conclusion of the then effective Term.
                In
                the event the Parties cannot agree on
                any such extension of the Term, then upon the request of Taiho, Taiho
                shall have an irrevocable
                non-exclusive right to purchase all Testing Services from Response
                at a
                price equal to the Testing Fee or the then-current worldwide average
                net
                sales price charged by Response
                for the respective Testing Service, whichever is
                lower.

            


    

     

    
      	 	
              5.

            	
              Response
                confirms that it will promptly obtain the approval of the University
                of
                Southern California
                ("USC") as set forth in Paragraph 7(d) (and the consent of USC to
                have
                Taiho's sublicense rights from USC remain in effect, whether as a
                sublicense or a direct license, after any termination of the agreement
                between USC and Taiho). Response shall hereby grant Taiho a non-exclusive
                sublicense under the intellectual property licensed from
                USC to Response and a non-exclusive license under any other necessary
                intellectual property
                owned or controlled by Response, in Japan, to make, use and practice
                the
                Testing
                Services and the DTP Platform, solely for research purposes, on Taiho's
                behalf or on
                the behalf of its research collaborators, including to have such
                activities performed by subcontractors.
                This non-exclusive sublicense and license specifically excludes the
                right
                to
                offer to sell and/or sell any diagnostic kits. Taiho confirms that
                it will
                not exercise such
                license and sublicense, unless and until the Agreement and/or its
                rights
                hereunder are
                terminated. In addition, Taiho agrees to comply with Section 24(f)
                of
                Response's agreement
                with USC dated April 19, 2000, entitled "Option and License Agreement,"
                as
                it applies to Taiho's exercise of its rights under this Item 5. Response
                will cooperate with Taiho
                as necessary to effectuate such license and sublicense and Taiho's
                exercise thereof.

            


    

     

    
      
        
          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.

        

      

      
        
        

        
          

        

      

      
        
        

      

    


    September
      29, 2004 
Page
      2

     

    
      	 	
              6.

            	
              The
                first (ii) clause in Paragraph 10(e) shall be replaced with: "(ii)
                if
                Taiho provides notice
                of the foregoing during the Term after the second year thereof,"
                and the
                sentence shall continue with "Response will negotiate in good faith
                a
                downward adjustment to the terms
                of this Agreement to reflect such competition as the parties reasonably
                agree and the obligation to purchase the Minimum Amount under paragraph
                4
                shall no longer apply." Except as set forth in this Item 6, Paragraph
                10(e) shall remain unchanged.

            


    

     

    
      	 	
              7.

            	
              In
                addition, in the event an in-vitro diagnostic ("IVD") form of any
                Testing
                Service becomes available in Japan, the obligation to purchase the
                Minimum
                Amount under Paragraph
                4 shall no longer apply.

            


    

     

    
      	 	
              8.

            	
              After
                October 1, 2005, Taiho shall have the right to terminate the Agreement
                upon six (6) months notice, in the event the underlying research
                of Taiho,
                including with its collaborators,
                using the DTP Platform has ended. In connection with such termination,
                the
                Parties may discuss the desirability of Taiho using Response's other
                technology platforms for its research; although it is understood
                neither
                Party shall be obligated by this
                Item 8 with respect to use of such other
                platforms.

            


    

     

    
      	 	
              9.

            	
              In
                the event of any termination or expiration of the Agreement, the
                Paragraphs set forth in Paragraph
                10(i) of the Agreement and Items 4 and 5 hereof shall survive any
                such
                expiration
                or termination.

            


    

     

    If
      you
      are in agreement with the foregoing, please execute one of the enclosed
      duplicate originals in
      the
      space below and return the signed version to me at your earliest
      convenience.

     

    
      	 	 	 	 
	 	
              Agreed
                to by:

            	 
	 	 	 
	 	 	 
	
            	
            		09/29/2004
	 	
              

              Kathleen
                Danenberg

              President
                and CEO

              Response
                Genetics, Inc.

            	 
	 	
            	 
	Agreed to by:	 	 
	 	 	 
	[***]	09/29/2004	 
	
              
                

              

              
                [***]
Director of Product Research &
                Licensing

              Taiho
                Pharmaceutical Co., Ltd.

            	 	 


    

     

    
      
        
          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.

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    September
      29, 2004
Page
      3

     

    In
      addition, Peter Danenberg and Kathleen Danenberg hereby confirm that the
      commitment stated
      in
      the letter dated July 23, 2001 between them and Taiho, attached as Schedule
      D to
      the Agreement, shall continue to apply during the Term as amended
      herein.

    
      	 	 	 	 	 
	 	 	 	 	 
		09/29/2004	 		09/29/2004
	
              

              Peter
                V.
                Danenberg

              Professor
                of Biochemistry and Molecular Biology

              University
                of Southern California

            	 	 	
              

              Kathleen
                Danenberg

              University
                of South California

            	 
	
            	 	 	
            	 


    

     

    
      
        
          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.