LICENSE
      AGREEMENT

     

    This
      License Agreement (the "Agreement")
      is
      dated
      as of the 23rd day of November, 2004 (the "Effective
      Date"), by
      and
      between Response Genetics, Inc., located
      at 1640 Marengo St., Los Angeles, California 90033 ("RGI") and Roche
Molecular
      Systems, Inc., located at 4300 Hacienda Drive, Pleasanton, California 94588
      ("RMS").

     

    WHEREAS
      RGI owns certain RGI Patent Rights (identified in Exhibit "1") and has
the
      right
      to grant licenses thereunder; and

     

    WHEREAS
      RMS owns certain patent rights, has developed certain technology, and
      possesses expertise relating to the preparation of assays;

     

    WHEREAS
      RGI has entered into and will continue to enter into collaborations with
      pharmaceutical companies in connection with the development by RGI of research
      assays
      (each an "RGI Assay");

     

    WHEREAS
      RMS and RGI wish to collaborate so that RMS will obtain access to the
      RGI
      Patent Rights and the RGI Assays so that RMS may develop, optimize, manufacture
      and sell assays for research, investigational and in vitro diagnostic use (
      "Optimized
      Assays"); and

     

    WHEREAS
      RMS wishes and intends to manufacture and sell the Optimized Assays
      developed hereunder in the Licensed Territories (as defined
      hereinafter),

     

    IT
      IS
      THEREFORE AGREED: 

     

    1.
      GENERAL
      DEFINITIONS

     

    1.1 Affiliate.
      The
      term
      "Affiliate" shall mean, with respect to any Person,
      any other Person that, directly or indirectly, controls, is controlled by or
      is
      under common control with, that Person, provided however, that in each case
      any
      such other Person
      shall be considered to be an Affiliate only during the time during which such
      control exists. For purposes of this definition, "control" (including, with
      correlative meaning,
      the terms "controlled by" and "under common control with"), as used with respect
      to any Person, shall mean the possession, directly or indirectly, of the power
      to direct
      and/or cause the direction of the management and policies of such Person,
      whether through the ownership of voting securities, by contract or otherwise.
      With regard
      to
      RMS, the term Affiliate shall not include Genentech, Inc., 1 DNA Way, South
      San
      Francisco, California 94080-4990, U.S.A. ("Genentech") or Chugai Pharmaceutical
      Co.,
      Ltd,
      1-9, Kyobashi 2-chome, Chuo-ku, Tokyo, 104-8301, Japan ("Chugai").

     

    1.2 Claim.The
      term
      "Claim" shall mean a claim of an issued patent which
      has
      not expired and which has not been disclaimed, canceled or held invalid or
      unenforceable
      by a court of competent jurisdiction.

     

    
      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.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3 End
      Product.
      The
      term
      "End Product" shall mean any Optimized Assay
      sold for in vitro diagnostic use that is covered in whole or in part by a Claim
      included
      within the RGI Patent Rights.

     

    1.4 Field.
      The
      term
      "Field" shall mean the research, development, manufacture
      and sale of assays by RMS, including but not limited to the Optimized
Assays.

     

    1.5 Licensed
      Territories.
      The
      phrase "Licensed Territories" shall mean
      the
      United States and all foreign countries or regions worldwide.

     

    1.6 Net
      Sales.
      The
      phrase Net Sales shall mean the amounts invoiced for End Products by members
      of
      the RMS Group to purchasers and other transferees after deduction of volume
      discounts, sales rebates, reimbursements for returns, and sales taxes (e.g.,
      value added taxes) and other taxes directly linked to the sales (provided that
      such taxes are invoiced to and paid by such purchasers or other transferees),
      but excluding discounts, rebates, price reductions and/or credits to customers
      on account of settlement of complaints, less the following deductions for.
      a)
      "Sales
      Expenses" in the amount of [***] percent ([***]%), provided that this
      percentage shall be reduced in accordance with each general reduction by RMS
      of
such
      Sales Expenses in connection with the calculation of royalties payable with
      respect to
      the
      sale of diagnostic kits; b) "Reagent Rental Deduction" in the amount of
      [***]
      percent ([***]%), provided that this percentage shall be reduced in accordance
      with
      each
      general reduction by RMS of such Reagent Rental Deductions in connection with
      the calculation of royalties payable with respect to the sale of diagnostic
      kits; and c) deductions for "Third Party Royalty Expenses".

     

    Net
      Sales
      shall be determined from the books and records of RMS and its Affiliates.
      In the event that an End Product is sold together with one or more other
product(s)
      at a single price (a "Combination Product"), such single price shall be
allocated
      among the End Product(s) and the other product(s) in the Combination
Product
      based upon the relevant market prices for such products when sold separately.
      If
      any such product is not sold separately, RGI and RMS shall in good faith discuss
      and agree upon a fair market price for that product and that price shall be
      used
      to calculate the
      Net
      Sales.

     

    When
      End
      Products are not sold, or are not sold and itemized separately, but are
      otherwise transferred or sold together with one or more other products as part
      of a
      sales
      transaction, the Net Sales of such End Products shall be calculated according
      to
their
      sale prices when sold separately, or, if there are no such prices, then
      according to the average of prices at which products of the most similar kind
      and quality, sold in similar
      quantities, are then being offered for sale by RMS and/or its Affiliates. If
      a
      selling price
      cannot thus be determined, then it shall be the fair market value of the End
      Product in question.

     

    "Sales
      Expenses" shall mean a lump sum deduction in lieu of deductions for actual
      internal expenses of RMS or its Affiliates such as for (a) tariffs, duties
      and
      taxes imposed
      upon the production, sale, delivery or use of End Products (excluding taxes
      that
      are separately invoiced to end users, distributors or agents); (b) distribution
      and other customary expenses,
      such as freight, transportation and insurance expenses, and (c) cash discounts,
      retroactive price reductions or credits to customers on account of settlement
      of
      complaints.

     

    
      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

        
          

        

      

      
        
        

      

    

     

    "Reagent
      rental expenses" shall mean a lump sum deduction of fees for all services which
      are included in reagent prices such as instrument service costs, instrument
      depreciation,
      finance costs, disposables and rental fees.

     

    "Third
      Party Royalty Expenses" shall mean royalties paid to Third Persons by
      RMS
      and/or its Affiliates to obtain rights and licenses under Blocking Third Party
      Intellectual
      Property, excluding any royalties paid to Third Persons that can be allocated
      to
      rights
      and licenses not directly necessary for RMS and its Affiliates to make, have
      made, use, import, offer to sell or sell End Products.

     

    "Blocking
      Third Party Intellectual Property" shall mean, with respect to any country
      in
      the Licensed Territories, patent rights in such country, owned or controlled
      by
      a Third Person, that cover specific reagents, assays, processes and/or platforms
      or any other technology required for the use, importation, manufacture, offer
      for sale or sale of an
      End
      Product, if the manufacture, use, importation, offer for sale or sale of such
      End Product would in the absence of a license granted by such Third Person,
      infringe such patent
      rights.

     

    1.7 RGI
      Patent Rights.
      The
      phrase "RGI Patents Rights" shall mean and
      include (i) all United States and foreign applications for patents listed in
      Exhibit
      "1".
      as
      well
      as all United States and foreign patents that have or may hereafter issue in
      respect of such applications for patents, and (ii) all applications for patents
      whose subject matter in whole or in part is entitled to the benefit of the
      filing date(s) of any of the
      applications for patents listed on Exhibit "1" and all United States and foreign
      patents that have or may hereafter issue in respect of such applications for
      patents, including
      in each case of the foregoing clauses (i) and (ii) of this Section 1.7, without
      limitation,
      all continuations, continuations-in-part, divisionals, substitutions, Patent
      Cooperation
      Treaty applications, United States provisional patent applications, continued
      prosecution applications, utility models, supplementary protection certificates,
      reexaminations,
      renewals, extensions and reissues thereof.

     

    1.8 Person.
      The
      term
      "Person" shall mean an individual or any legally recognized entity, including
      any corporation, partnership, limited partnership, limited liability company,
      association or trust.

     

    1.9 RGI
      Technical Information.
      The
      phrase "RGI Technical Information"
      shall mean RGI unpatented intellectual property, including
      know-how.

     

    1.10 RMS
      Group.
      The
      phrase "RMS Group" shall mean RMS and its Affiliates.

     

    1.11 RMS
      Technical Information.
      The
      phrase "RMS Technical Information"
      shall mean RMS unpatented intellectual property, including
      know-how.

     

    
      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

        
          

        

      

      
        
        

      

    

     

    1.12
      Third
      Person.
      The
      phrase "Third Person" shall mean a Person other than RGI and members of the
      RMS
      Group.

     

    2.
      COLLABORATION

     

    2.1 Description
      of Cotlaboration.
      Subject
      to the other terms and conditions herein, RGI will collaborate exclusively
      with
      RMS in the area of commercial assay development related to the validation of
      genetic markers for pharmaceutical companies
      as follows. At such time as RGI validates a genetic marker for a pharmaceutical
      company, with respect to such marker's ability to aid in the prediction of
      a
      patient's therapeutic response to a pharmaceutical compound, RGI will provide
      RMS with the related RGI Assay, as well as relevant detailed information
      regarding RGI's collaboration
      with the said pharmaceutical company to the extent that that is authorized
      by
      the
      said pharmaceutical company, for the purposes described in Section 2.2
      below.

     

    2.2 With
      regard to the commercialization of the RGI Assays:


     

    (1) For
      those
      RGI Assays that meet RMS's customary criteria for commercialization, RMS shall
      make commercially reasonable efforts to enter into agreements with
      pharmaceutical companies to optimize the RGI Assays so that they may
      be
      used as commercial diagnostic assays. Through its purchase of the reagents
      as
      described in Section 2.7, RGI is hereby granted the right to use the Optimized
      Assays for research only. RMS will own all improvements or modifications made
      solely by RMS to the RGI Assays or RGI Patent Rights, including any such
      improvements to the Optimized Assays, and RMS retains the sole discretion as
      to
      any use of the said improvements or modifications;

     

    (2) RMS
      may
      sublicense or enter into contract manufacturing agreements with
      third parties to optimize and commercialize the RGI Assays, provided that RMS
      provides RGI with sixty (60) days written notice of such sublicense or contract
      manufacturing agreement, and further provided that the sublicensee or contract
      counter-party, as the case may be, agrees to all of the terms and conditions
      hereof pertaining
      to the protection of RGI Patent Rights and RGI Technical Information, including
      the confidentiality, indemnity, etc. provisions. Furthermore, all other terms
      and conditions
      of this Agreement shall apply to and in the event of any such sublicense or
      contract
      arrangement; or

     

    (3) In
      the
      event that RMS determines in good faith that an RGI Assay does not meet Roche's
      customary criteria for commercialization and that it is therefore commercially
      reasonable to make no effort to enter into an agreement with a pharmaceutical
      company in accordance with Section 2.2(1), and RMS chooses not to sublicense
      or
      contract in accordance with Section 2.2(2), then RGI shall be free, either
      alone
      or
      in collaboration with any counterparty of its choosing, to enter into agreements
      with
      pharmaceutical companies to improve, refine, and optimize the RGI Assay in
      question so that it may be used by RGI as a commercial diagnostic assay as
      part
      of RGI's
      diagnostic services, subject to any royalties, if any, payable under the terms
      of RGI's
      Diagnostic Service License Agreement effective November 16, 2004. RMS shall
      have
      no
      further rights in the particular RGI Assay or in any improvements made by RGI
      or
      any
      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.

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.3 Packaging
      and Labeling.
      RMS
      will
      design and develop all packaging,
      labels, and instructional material for any Optimized Assay that RMS or its
      Affiliates
      commercialize.

     

    2.4 Regulatory
      Approvals.
      RMS
      shall
      obtain any and all regulatory approvals
      required in order to commercialize End Products.

     

    2.5 Instrumentation.
      RMS
      shall
      provide RGI with up to [***] thermal cycler
      instruments ("RMS Instruments"), to be determined by RMS and RGI in good faith
      consultation during the term of this collaboration, in order to assist RGI
      in
      utilizing Optimized
      Assays. RGI may obtain support and training from RMS or its Affiliates on
such
      instruments at fees, terms and conditions discounted [***]% off of list prices.
      Title to the RMS Instruments shall at all times remain with RMS and at the
      expiration or termination of this Agreement RGI shall return the RMS Instruments
      as directed by RMS, provided, however, that RGI shall have the option to
      purchase any and all of the RMS Instruments at the lesser of (a) their
      respective depreciated values and (b) their respective
      market prices.

     

    2.6 Research
      Support.
      RMS
      shall
      provide research support to RGI in connection
      with the transfer of the Optimized Assay to RGI in the form of training and
      consulting
      services by RMS full-time employees. Such full-time employee support shall
      be
      based upon requirements, which shall be determined by RMS and RGI in good faith
      consultation,
      with reasonable final determinations to be made by RMS.

     

    2.7 Supply
      of Reagents.
      Research
      use only reagents for the Optimized
      Assay shall be provided by RMS to RGI at a cost to RGI of not more than $[***]
      per assay. For these purposes, an "assay" shall mean measurement of relative
      gene
      expression (by qRT PCR) of three genes and one constitutively expressed control
      gene
      with
      respect to a tissue specimen. The aforesaid price shall also cover all
reagents
      for all required run controls with regard to the specimens
      analyzed.

     

    3.
      GRANTS,
      ETC

     

    3.1 License
      Grant to RMS.
      Subject
      to the terms and conditions of this Agreement, including Section 2.2, RGI hereby
      grants to RMS Group under the RGI Patent
      Rights an exclusive license in the Field in the Licensed Territories to make,
      have made,
      use, practice, import, offer to sell and sell End Products.

     

    3.2 License
      Grant to RGI. Subject
      to the terms and conditions of this Agreement, RMS hereby grants to RGI a
      license to the Optimized Assays. This grant to RGI
      shall
      be for its internal use in RGI's diagnostic service business and during the
      term
of
      the
      collaboration shall be without royalty, but without any rights to sublicense
      or
transfer
      to any third party. After the termination of the collaboration, the Optimized
      Assays
      will be licensed to RGI for its internal diagnostic services for a royalty
      of
      [***] percent ([***]%) of [***] percent ([***]%) of Net Service Revenue as
      that
      term is defined in the
      Expanded PCR Diagnostic Services Agreement by and between RMS and RGI,
effective
      November 16, 2004, without right of sublicense or transfer to third parties.
      For
the
      avoidance of doubt, RGI shall not be granted the right to resell, transfer
      or
      otherwise provide
      the Optimized Assays to any third party. Further, RGI is not granted any right
      to make, have made, import, offer to sell or sell any Optimized
      Assays.

     

    
      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

        
          

        

      

      
        
        

      

    

     

    3.3 Covenant
      Not to Grant Further Licenses.
      RGI
      covenants and agrees
      not to grant any additional licenses in the Field under the RGI Patent Rights
      to
      any Third Person without the prior written consent of RMS, which consent shall
      not be unreasonably
      withheld.

     

    3.4 Patent
      Prosecution and Maintenance, Etc. Each
      party shall have
      the
      exclusive right to prosecute and maintain the United States and foreign
      applications for patents and patents comprising its respective patent rights
      using counsel of its choice at its expense. The costs and expenses of all
      interferences will be considered
      prosecution expenses. RGI shall make reasonable efforts to provide RMS
with
      copies of relevant documentation so that RMS may be apprised of the continuing
      prosecution of the RGI Patent Rights and any challenges by Third Persons to
      the
validity
      or enforceability of the RGI Patent Rights. With respect to documentation
relating
      to prosecution of the RGI Patent Rights, RMS may comment upon such documentation
      provided such comments are made sufficiently in advance of any deadline
      for filing a response. All such documentation shall be treated as the
Proprietary
      Information of RGI and shall be held in confidence in accordance with the
      provisions of Article 5 herein. Should RGI decide not to make commercially
      reasonable efforts to preserve the RGI Patent Rights, or not to seek patent
      protection or to discontinue patent protection for the RGI Patent Rights, RGI
      shall promptly notify RMS of
      its
      decision and grant RMS the right to prepare, file and prosecute or have
      prepared, filed
      or
      prosecuted patents and patent applications directed to the RGI Patent
      Rights.

     

    3.5 Enforcement
      Rights.
      RGI
      retains the right to assert and enforce against
      any and all third parties suits for infringement of the RGI Patent Rights.
      RMS
      retains the right to assert and enforce against any and all third parties suits
      for infringement of the RMS patent rights. If RGI declines to enforce its rights
      in the RGI Patent Rights, then RMS may proceed to enforce those rights against
      infringement. The party prosecuting any such infringement shall pay for the
      costs of such proceedings, control the conduct of such proceedings, enforce
      the
      rights in question vigorously,
      and recover any awards made in such proceedings. The non-enforcing party
agrees
      to
      cooperate reasonably in such proceedings, and the enforcing party will pay,
      and
      will hold the non-enforcing party harmless from, any costs and expenses incurred
      by
      the
      non-enforcing party as a result of any such action.

     

    3.6 Deliveries
      of Files, Etc.
      Within
      thirty (30) days after the Effective Date,
      RGI
      shall make available to RMS copies of all required files, documents and records
      of RGI regarding the RGI Patent Rights as of the Effective Date. RGI shall
      also
provide
      RMS with appropriate technical consulting services, as reasonably requested
      by
      RMS, to help RMS in its understanding, utilization and implementation of the
      RGI
      Patent Rights,
      from time to time at no additional charge to RMS. RMS shall provide RGI with
      appropriate
      technical consulting services, as reasonably requested by RGI, to help RGI
      in
      its understanding, utilization and implementation of the Optimized Assays,
      from
      time to
      time
      at no additional charge to 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

        
          

        

      

      
        
        

      

    

     

    4.
      REPRESENTATIONS,
      WARRANTIES AND INDEMNITIES

     

    4.1 Representations
      and Warranties of RMS.
      RMS
      hereby represents, warrants and covenants to RGI that:

     

    (a) RMS
      is a
      corporation duly organized, validly existing and in good standing
      under the laws of Delaware, with full power to carry on its business and
      activities as now being conducted;

     

    (b) This
      Agreement has been duly authorized, executed and delivered by RMS and represents
      its binding obligation, enforceable against it in accordance with its
      terms
      and conditions. RMS has the corporate power and authority to enter into this
      Agreement
      and to perform its obligations hereunder. No other act, approval or proceeding
      on the part of RMS is or will be required to authorize the execution and
      delivery of this Agreement, or the consummation of the transactions contemplated
      hereby;
      and

     

    (c) The
      execution and delivery by RMS of this Agreement will not, and the fulfillment
      of
      and compliance by RMS with the terms, conditions and provisions hereof
      will not: (i) conflict with any of the terms, conditions or provisions of the
      articles of incorporation
      or by-laws of RMS or of any of its Affiliates, (ii) violate any term, condition
      or provision of, or require any consent, authorization or approval under, any
      judicial or arbitration
      judgment, order, award, writ, injunction or decree applicable to RMS or any
      of
      its Affiliates, or (iii) conflict with, result in a breach of, constitute a
      default under (whether with
      or
      without the giving of notice or the lapse of time or both), or accelerate or
      permit the
      acceleration of the performance required by, or require any consent,
      authorization or approval under any document, instrument, agreement or license
      to which RMS or any of its
      Affiliates is a party, or by which RMS or any of its Affiliates is bound, or
      to
      which any of
      the
      assets or properties of RMS or of any of its Affiliates are
      subject.

     

    4.2 Representations
      and
      Warranties
      of RGI.
      Each
      Person comprising
      RGI hereby represents, warrants and covenants to RMS that:

     

    (a) RGI
      is an
      entity duly organized, validly existing and in good standing
      under the laws of the state of its organization, with full power to carry on
      its
business
      and activities as now being conducted;

     

    (b) This
      Agreement has been duly authorized, executed and delivered by RGI and represents
      its binding obligation, enforceable against it in accordance with its
      terms
      and conditions. RGI has the corporate power and authority to enter into this
      Agreement
      and to perform its obligations hereunder. No other act, approval or proceeding
      on its part is or will be required to authorize the execution and delivery
      of
      this Agreement, or the consummation of the transactions contemplated
      hereby;

     

    
      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

        
          

        

      

      
        
        

      

    


    (c) The
      execution and delivery by RGI of this Agreement will not, and the
      fulfillment of and compliance by it with the terms, conditions and provisions
      hereof will
      not:
      (i) conflict with any of the terms, conditions or provisions of the articles
      or
      certificate of organization or by-laws of it or any of its Affiliates, (ii)
      violate any term, condition
      or provision of, or require any consent, authorization or approval under, any
      judicial
      or arbitration judgment, order, award, writ, injunction or decree applicable
      to
      it or any of its Affiliates, or (iii) conflict with, result in a breach of,
      constitute a default under (whether with or without the giving of notice or
      the
      lapse of time or both), or accelerate or permit the acceleration of the
      performance required by, or require any consent, authorization or approval
      under
      any document, instrument, agreement or license to which
      it
      or any of its Affiliates is a party, or by which it or any of its Affiliates
      is
      bound, or to
      which
      any of its assets or properties or the assets or properties of any of its
      Affiliates are subject;

     

    (d) RGI
      is
      the sole and exclusive owner of, or has licensed rights in and
      to,
      the RGI Patent Rights and has the lawful right (with the express written
      permission from the University of Southern California) to grant to RMS Group
      the
      license and rights granted in Section 3.1 herein;

     

    (e) To
      the
      best of its knowledge, the RGI Patent Rights are valid and enforceable and
      RGI
      has not taken or failed to take any action which might result in their
      invalidity and/or unenforceability against Third Persons, and RGI has received
      no information
      or claim to the effect that the RGI Patent Rights are going to be challenged,
      are
      invalid or are unenforceable;

     

    (f) RGI
      has
      not received a notice or claim to the effect that the inventions subject to,
      claimed by, or included within the RGI Patent Rights infringe, violate or
      misappropriate the patent or trade secret rights of any Third Person;
      and

     

    (g) Exhibit
      "2" to this Agreement is a schedule disclosing, to the extent that
      RGI
      is permitted to, all licenses or contracts of RGI with Third Persons, in effect
      prior
      to
      the Effective Date, in which RGI has granted licenses of the RGI Patent Rights.
      There
      are
      no licenses or contracts with Third Persons that are not listed in Exhibit
      "2"
      that have a material adverse effect on the rights granted to RMS in this
      Agreement.

     

    4.3
      Indemnification.

     

    (a) RMS
      shall
      indemnify, hold harmless and defend RGI, its directors, officers,
      shareholders, employees, representatives, attorneys, Affiliates and agents
      (each
      such Person a "RGI Indemnitee") from and against any and all claims, suits,
      losses,
      damages, obligations, costs, fees and expenses (including reasonable attorneys'
      and experts' fees and court costs) suffered or incurred by any RGI Indemnitee
      arising out of, resulting from or otherwise concerning a breach by RMS of
any
      of
      RMS's representations and warranties contained in this Article 4.

     

    (b) RGI
      shall
      indemnify, hold harmless and defend RMS Group, their respective
      directors, officers, shareholders, employees, representatives, attorneys,
Affiliates
      and agents (each such Person a "RMS Indemnitee") from and against any and
all
      claims, suits, losses, damages, obligations, costs, fees and expenses (including
      reasonable
      attorneys' and experts' fees and court costs) suffered or incurred by any
RMS
      Indemnitee arising out of, resulting from or otherwise concerning a breach
      by
      RGI of
      any of
      RGI's representations and warranties contained in this Article 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.

    

    
      
        
        

      

      
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    (c)
      Any
      RGI Indemnitee or RMS Indemnitee, as the case may be, seeking to be held
      harmless, defended and indemnified in accordance with the provisions of Section
      (a) or (b) of this Section 4.3 shall promptly notify RMS or RGI, as appropriate
      (the "Indemnitor"), of any claim or suit brought against such RGI Indemnitee
      or
      RMS
      Indemnitee in respect of which such RGI Indemnitee or RMS Indemnitee intends
      to
      invoke the provisions of this Section 4.3, although the failure to so notify
      the
Indemnitor
      shall not release such Indemnitor from its obligations under this Section 4.3
      unless such Indemnitor shall have been materially prejudiced by such failure.
      Such Indemnitor
      shall indemnify, hold harmless and defend such RGI Indemnitee or RMS Indemnitee,
      as the case may be, as above provided, and shall keep such RGI Indemnitee or
      RMS
      Indemnitee fully informed of the Indemnitor's defense and/or settlement
      of such claim or suit. The RGI Indemnitee or RMS Indemnitee, as the case
may
      be,
      shall cooperate reasonably in the defense of such claim or suit, and shall
      have
the
      right, but no obligation, to participate in the defense thereof with counsel
      of
      such Person's choice at such Person's expense.

     

    4.4 RMS
      shall
      indemnify, hold harmless and defend the RGI Indemnitees
      from and against any and all claims, suits, losses, damages, obligations, costs,
      fees and expenses (including reasonable attorneys and experts fees and court
      costs) suffered or incurred by any RGI Indemnitee, arising out of, resulting
      from, or otherwise concerning the development, manufacture, use or sale of
      End
      Products by RMS or any RMS Affiliate or any sub-licensee of any RMS Group
      member, for any injury
      of
      any kind unless such claim or damage (a) is the direct result of a negligent
      act
or
      omission by RGI or (b) asserts that the RGI Patent Rights or RGI Technical
      Information
      infringes or misappropriates the rights of any Third Persons.

     

    4.5 Survival.
      The
      provisions of this Article 4 shall survive the expiration
      or termination of this Agreement in accordance with their respective terms
      and
      conditions.

     

    5.
      PROPRIETARY
      INFORMATION

     

    5.1
      Proprietary
      Information.
      Subject
      to the terms and conditions of this Article 5, RGI and the members of the RMS
      Group, respectively, will treat and maintain the confidential and proprietary
      business, patent prosecution and other data and information, including RGI
      Technical Information, RMS Technical Information, and the non-public information
      and documentation supplied by RMS to RGI and by RGI to RMS
      pursuant to this Agreement (collectively, the "Proprietary Information"), of
      the
      other party
      in
      confidence, and will only use such Proprietary Information in furtherance of
      this Agreement and the transactions and matters contemplated
      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.

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.2 Labeling.
      The
      receiving party shall include all proprietary and legal notices of the
      disclosing party on all copies of the Proprietary Information of the disclosing
      party, and shall not remove, delete or omit any proprietary or legal notices
      from the Proprietary Information of the disclosing party.

     

    5.3 Confidential
      Disclosure.
      Notwithstanding anything herein to the contrary,
      RGI and RMS each may disclose Proprietary Information of the other party to
      its
      respective employees, agents, consultants, contractors and Affiliates, as the
      case may be, provided that each such Person first undertakes to be likewise
      bound by the duty and obligation of confidentiality and the restrictions on
      use
      agreed to herein.

     

    5.4 Limitations.
      Nothing
      contained herein shall in any way restrict or impair
      the right of RGI or RMS to use, disclose or otherwise deal with, as appropriate,
      any
      Proprietary Information of the other party:


     

    (1) that
      the
      recipient can demonstrate was previously known to it;

     

    (2) that
      the
      recipient can demonstrate by written records was independently developed
      by it without access to or use of the Proprietary Information of the disclosing
      party;

     

    (3) that
      is
      publicly known when thus used, disclosed or otherwise dealt with, other
      than through acts or omissions of the recipient;

     

    (4) that
      is
      lawfully obtained by the recipient without confidentiality or use restrictions
      from sources independent of the disclosing party;

     

    (5) that
      is
      required to be disclosed to a governmental entity or agency in connection with
      seeking any governmental or regulatory approval, or pursuant to the lawful
      requirement or request of a governmental entity or agency; and/or

     

    (6) that
      the
      recipient is required to disclose pursuant to lawful legal process or other
      applicable law.

     

    5.5 Return
      of Proprietary Information.
      Upon
      the
      expiration or termination
      of this Agreement, at the written request of the disclosing party, the recipient
      party
      shall, within thirty (30) days following receipt of the request, (a) destroy
      or
      return to the
      disclosing party all Proprietary Information received from the disclosing party,
      and (b)
      provide the disclosing party with a written notice that the Proprietary
      Information has been
      returned or destroyed. The recipient party may, however, retain one copy of
      such
      Proprietary Information for archival purposes in nonworking confidential
      files.

     

    5.6 Equitable
      Relief.
      The
      parties agree that a remedy at law for breach
      of
      Sections 5.1 or 5.5 may be inadequate, and that the party seeking to enforce
      Sections
      5.1 or 5.5 shall be entitled, in addition to such other remedies as it may
      have
      at law
      or
      otherwise, to seek temporary or permanent injunctive relief and/or specific
      enforcement for any breach or threatened breach thereof by the other party
      without proof of any actual damages that have been or may be caused by such
      a
      breach.

     

    
      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

        
          

        

      

      
        
        

      

    


    5.7
      Survival.
      The
      provisions of this Article 5 shall survive the expiration
      or termination of this Agreement in accordance with their respective terms
      and
      conditions.

     

    6.
      ROYALTIES,
      ETC.

     

    6.1 Running
      Royalties.
      In
      consideration of the grant set forth in Section
      3, subject to the terms and conditions of this Agreement including Sections
      6.2
and
      6.3
      below, RMS shall pay to RGI a royalty of [***] percent ([***]%) of [***] percent
      ([***]%) of Net Sales of the RMS Group for End Products. Notwithstanding
the
      foregoing, in no event shall RMS pay any royalty to RGI for any sale or transfer
      of reagents
      to RGI in accordance with Section 2.7.

     

    6.2 Third
      Party Licenses.
      If
      the
      RMS Group determines that any End Product
      or the use thereof infringes claims of an issued patent or patents other than
      those in the RGI Patent Rights, RMS may negotiate with the owner of such
      patent(s) for a license on such terms as RMS reasonably deems
      appropriate.

     

    6.3 Affiliates.
      The Running Royalties provided in Article 6 shall be payable
      by RMS with respect to the activities of RMS's Affiliates as well.

     

    6.4 Statements
      and Payments.
      RMS
      shall
      deliver a quarterly statement
      to RGI, indicating the Running Royalty payments due to RGI in respect of each
      calendar quarter after the Effective Date, accompanied by payment of the
applicable
      Running Royalty due. Each quarterly statement shall state the number of
End
      Products sold or otherwise conveyed by RMS and its Affiliates to third parties
      for such fiscal quarter and the Net Sales in that regard. The first quarterly
      statement and payment shall be due within sixty (60) days after the close of
      the
      first calendar quarter following the Effective Date. Subsequent quarterly
      statements shall be due within sixty (60) days following the close of each
      subsequent calendar quarter.

     

    6.5 Audits.
      RMS
      and
      its Affiliates shall maintain regular and complete records
      for a period of two (2) years after the later of (x) the receipt by RGI of
      the
      quarterly statement to which they pertain and (y) the expiration of the calendar
      quarter to which they pertain, sufficient to enable verification of the accuracy
      of all statements and reports made by RMS. Such records shall be maintained
      at
      RMS's regular place of business and shall be available for inspection and
      auditing by RGI's outside accountants
      on thirty (30) days notice during normal business hours; provided, however,
      that
      RGI shall not cause such an inspection and/or audit to occur more than once
      in
      any twelve (12) month period, and provided further that all such inspections
      and
audits
      shall be conducted so as not to unreasonably interfere with RMS's regular
      business activities. Should any such audit reveal a payment short fall by RMS,
      the amount
      of
      the short fall shall be paid promptly by RMS after the discovery thereof,
      together with interest thereon calculated at the rate of one percent
(1%)
      per
      month from the
      date
      such payment should have been paid, or the maximum rate permitted by law if
      such
      rate
      shall be lower than one percent (1%) per month.

     

    
      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

        
          

        

      

      
        
        

      

    


    6.6
      Nondisclosure.
      RGI
      shall
      hold the statements and reports contemplated
      in Section 6.4 and any information acquired during any inspection and audit
      conducted in accordance with Section 6.5 in confidence, and shall use such
      statements,
      reports and information solely for the purposes of (i) collecting any Running
      Royalties
      due it, and/or (ii) complying with the terms and conditions of this Agreement.
      Nothing in this Section 6.6 shall be construed to preclude RGI from making
      any
      disclosures required by any governmental laws or regulations or by judicial
      process.

     

    7.
      TERMINATION

     

    7.1 Agreement
      Expiration.
      Except
      as
      otherwise provided in this Article
      7, this Agreement, including the license grants contained in Article 3 herein,
      shall continue until the date on which each and every application for patent
      and
      Claim of the RGI
      Patent Rights has (i) expired, (ii) been disclaimed, (iii) been canceled,
      abandoned or terminated, or (iv) been held invalid by a court of competent
      jurisdiction, from which no further appeal is possible or has been taken within
      the time period provided.

     

    7.2 Termination
      for Material Breach.
      Either
      party may terminate this Agreement, including the license grants contained
      in
      Article 3 herein, in the event that the other party (the "Breaching Party")
      materially breaches a material provision of this Agreement, which breach is
      not
      substantially cured by the Breaching Party within one hundred
      eighty (180) days after written notice of such breach by the terminating party
      to the Breaching Party, provided that in the event of a material breach by
      RMS
      of any then undisputed payment obligation to RGI under Article 6 hereof, the
      applicable period within which there shall be an opportunity to cure such a
      breach shall be thirty (30) days after
      the
      date of such breach. Termination of this Agreement based upon a material
breach
      hereof shall be without prejudice to any other rights and remedies that the
      terminating party may have as a result of the default.

     

    7.3 Termination
      for Cause.
      Either
      party may terminate this Agreement
      upon sixty (60) days written notice to the other party in the event of any
      of
      the following events: (a) Kathy Danenberg ceases to be an executive officer
      of
      RGI, provided
      that in such case, thirty (30) days written notice shall be deemed adequate;
      (b)
RGI
      is
      dissolved or enters into a liquidating bankruptcy proceeding; or (c) RMS and
      its
      Affiliates discontinue its and their programs (which RMS represents is currently
      known within RMS as SynergysDx) to commercialize diagnostics via collaboration
      with third party pharmaceutical companies with respect to the development of
      companion diagnostics for personalized medicine.

     

    7.4 Termination
      on Notice.
      Neither
      party may terminate this Agreement,
      except pursuant to the provisions of Sections 7.2 or 7.3 hereof, during a period
      of two (2) years from its Effective Date (the "Initial Term"). Thereafter,
      the
      Term of this Agreement shall automatically renew for one year periods, subject
      to the following termination provisions:

     

    (a)
      either party may terminate this Agreement after the Initial Term upon
      sixty (60) days written notice to the other party, provided, however, that
      any
      such termination
      under this Section 7.4(a) shall be as to collaboration obligations, set out
      in
      Sections 2.1 and 2.2, arising thereafter and shall not affect any pre-existing
      rights, licenses or obligations of the parties in relation to transactions
      with
      Third Persons or otherwise concerning any RGI Assays or Optimized Assays
      developed up to the date of termination.

     

    
      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

        
          

        

      

      
        
        

      

    

     

    (b) RMS
      may
      terminate this Agreement, including the provisions of Section
      3.1, after the Initial Term upon sixty (60) days written notice to
      RGI.

     

    (c) if
      a
      collaboration agreement with a third party pharmaceutical company
      cannot be concurrently terminated and therefore requires the participation
      of
RGI
      and
      RMS, the Term of this Agreement shall be extended so as to meet the requirements
      of such third party pharmaceutical company collaboration
      transaction.

     

    7.5
      Effects
      of Termination.
      Termination
      of this Agreement for any reason
      shall not release either party from any liabilities or obligations set forth
      in
      this Agreement
      which (i) the parties have expressly agreed shall survive any such termination,
      (ii) remain to be performed, or (iii) by their nature are intended to be
applicable
      following any such termination (e.g., Sections 2.7, 5, 10.3).
      Moreover,
      after Termination, RMS shall continue to supply to RGI, in accordance with
      Section 2.7 hereof,
      reagents that have been developed by RMS, for research purposes with respect
      to
      specific RGI collaborations with pharmaceutical companies, for the lesser of
      (a)
      the duration
      of then ongoing pharmaceutical research by RGI in that regard, and (b) five
      (5)
years.

     

    8.
      NOTICES

     

    Any
      notice given pursuant to this Agreement shall be in writing, and shall be deemed
      to have been duly given if delivered in person or sent by confirmed facsimile
      transmission
      or by certified, registered or overnight express mail or courier service,
postage,
      mailing and delivery expenses prepaid, to the address or facsimile number which
      the party to be notified has specified in writing to the other parties hereto,
      from time
      to
      time, as the address or facsimile number to which notices and requests are
      to be
delivered
      to it under this Agreement. A notice shall be considered to be effective upon
      actual receipt by the party to be notified. Any party may amend its address
      or
      facsimile number for notices by so notifying the other parties in writing of
      such change. The addresses
      and facsimile numbers for notices to each party are as follows:

     

    
      
        	
                If
                  to RGI:

              	
                If
                  to RMS:

              
	 	 
	
                Response
                  Genetics, Inc.

              	
                Roche
                  Molecular Systems, Inc.

              
	
                1640
                  Marengo Street

              	
                4300
                  Hacienda Drive

              
	
                Los
                  Angeles, CA 90033

              	
                Pleasanton,
                  California 94588

              
	
                Attn:
                  Kathleen Danenberg, CEO

              	
                Attention:
                  General Counsel

              
	 	 
	
                Fax:
                  (323)  224-3096

              	
                Fax:
                  (510)  814-2852

              


      

    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    9. WAIVER
      OF CONSEQUENTIAL DAMAGES. ETC.

     

    Except
      as
      otherwise contemplated in Articles 4, 5 and 9 of this Agreement, neither party
      shall be liable for indirect, consequential or punitive damages (including
      loss
      of
      income, profits or goodwill) arising under, relating to or otherwise concerning
      this Agreement
      whether based on an action or claim in contract, equity, negligence, tort
      (except for intentional misconduct) or otherwise, and each party hereby waives
      any claims
      with respect to such types of damages. RGI and RMS expressly acknowledge
that
      the
      exclusions contained in this Section have been the subject of active and
      complete negotiation between the parties and represent the parties' agreement
      based upon
      the
      level of risk to RMS and RGI associated with their respective obligations under
      this
      Agreement and the payments provided to RGI hereunder.

     

    10. GENERAL
      PROVISIONS

     

    10.1 Assignment;
      Binding Effect. Etc. This
      Agreement shall be binding
      upon and inure to the benefit of RGI and RMS and their respective permitted
      successors and assigns. RMS may assign its rights and licenses under this
      Agreement to any Affiliate or to any successor to all or substantially all
      of
      the business or assets of RMS without the prior written consent of RGI, provided
      such Affiliate or successor assumes in writing the obligations of RMS under
      this
      Agreement. Affiliates of RMS and of
      RGI,
      RMS Indemnitees, and RGI Indemnitees are intended third party beneficiaries
      of
this
      Agreement to the extent expressly provided herein. Any permitted assignment
      or
transfer
      of this Agreement by either party shall not relieve or release such party from
      any
      of
      its duties or obligations under this Agreement. RGI may assign or transfer
      the
RGI
      Patent Rights to any successor to all or substantially all of the business
      assets of RGI. If RGI wishes to assign this Agreement to any other party, RGI
      shall first notify RMS, and the parties shall discuss the proposed assignment
      in
      good faith for a period of
      not
      more than 14 days in order to avoid assignment of this Agreement to a competitor
      of RMS or to any party that could not reasonably fulfill the obligations of
      RGI
      hereunder. Each
      and
      every permitted successor and assign to or of the interests of either party
      to
      this Agreement shall hold such interests subject to the terms, conditions and
      provisions of this Agreement.

     

    10.2 Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding
      and agreement between the parties with regard to the subject matter hereof,
      and supersedes all prior or contemporaneous proposals, oral or written,
      understandings, representations, conditions and other communications between
      the
parties
      relating to such subject matter. Amendments hereof shall not be binding upon
      either
      party unless expressly agreed to in writing by both parties.

     

    10.3 Governing
      Law.
      This
      Agreement and the rights and obligations of the
      parties hereunder shall be governed by and interpreted in accordance with the
      laws of
      the
      State of California, except that its conflict of laws rules shall not apply.
      The
parties
      hereby consent to the personal jurisdiction of, and agree that any legal
proceeding
      with respect to or arising under this Agreement shall be brought exclusively
      in
      a state court of the State of California or a United States District Court
      sitting in California
      if such court has subject matter jurisdiction.

     

    
      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

        
          

        

      

       

    

     

    10.4 Interpretation.
      In
      any
      interpretation of this Agreement, it shall be deemed
      that this Agreement was prepared jointly by the parties, and no ambiguity shall
      be
      construed or resolved against either party on the premise or presumption that
      such party was responsible for drafting this Agreement.

     

    10.5 Severability.
      If
      any
      provision of this Agreement is declared or found to be illegal, unenforceable
      or
      void, then both parties shall be relieved of all obligations arising under
      such
      provision, but only to the extent that such provision is illegal,
      unenforceable or void. Further, this Agreement shall be deemed amended by
modifying
      such provision to the extent necessary to make it legal and enforceable while
      preserving
      its intent or, if that is not possible, by substituting therefor another
      provision that is legal and enforceable and achieves the same intended
      objective. Each provision not so affected shall be enforced to the extent
      permitted by law.

     

    10.6 Independent
      Contractors.
      The
      parties to this Agreement are independent contractors and this Agreement shall
      not be construed to create any partnership,
      franchise, fiduciary or employment relationship. In addition, nothing in this
      Agreement
      shall be deemed to appoint or authorize one party to act as an agent or
other
      representative of the other party or to assume or incur any liability or
      obligation in the
      name
      of or on behalf of the other party.

     

    10.7 Singular/Plural.
      Whenever
      in the context it appears appropriate, each term stated either in the singular
      or the plural shall include both the singular and the
      plural.

     

    10.8 Incorporation
      of Recitals and Exhibits.
      The
      recitals contained in this
      Agreement and the exhibits attached hereto are hereby incorporated into this
      Agreement and made a part hereof.

     

    10.9 Headings.
      Article,
      section and subsection headings in this Agreement
      are included for convenience of reference only and shall not constitute a
part
      of
      this Agreement for any other purpose or be given any substantive
      effect.

     

    10.10 Counterparts.
      This
      Agreement and any amendments, waivers, or consents
      hereto may be executed in any number of counterparts, and by different
parties
      in separate counterparts, each of which when so executed and delivered shall
      be
      deemed an original, but all such counterparts together shall constitute but
      one
      and the
      same
      agreement.

     

    10.11 Media
      Releases.
      All
      media
      releases, public announcements and public disclosures by RGI or members of
      the
      RMS Group shall be coordinated with and approved
      in writing by the other party prior to the release thereof.

     

    10.12 Force
      Majeure.
      If
      the
      performance of this Agreement or any obligation
      hereunder is prevented or interfered with by reason of fire or other casualty
      or
      accident, strikes or labor disputes, war or other violence, any law, order,
      proclamation, regulation, ordinance, demand or requirement of any governmental
      agency, or any other
      act
      or condition whatsoever beyond the reasonable control of the parties, the party
      whose performance is so affected, upon giving prompt notice to the other party,
      shall be excused
      from such performance or obligation to the extent and for the duration that
      it
      is so affected. However, the party so affected shall take all reasonable steps
      to avoid or remove
      such conditions and causes of nonperformance, and shall resume performance
      hereunder
      with dispatch when such causes are removed.

     

    
      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

        
          

        

      

       

    

     

    10.13 Further
      Acts.
      Each
      party shall do, or cause to be done, all such further
      acts, and shall execute,.acknowledge and deliver, or cause to be executed,
      acknowledged and delivered, any and all such further documentation as the other
      party reasonably requires to carry out the purposes of this
      Agreement.

     

    10.14 Waiver.
      A
      waiver
      by either of the parties of any of the covenants, conditions or agreements
      affecting the other party or any breach thereof shall not be construed to be
      a
      waiver of any succeeding breach thereof or of any other covenant, condition
      or agreement contained herein.

     

    10.15 Performance
      by Affiliates.
      To
      the
      extent that any term or provision
      of this Agreement contemplates, permits or requires performance by any Affiliate
      of a party, such party shall cause such Affiliate to perform each and every
      obligation of such party under this Agreement in accordance with the terms
      and
conditions
      hereof, provided that any such performance shall not relieve the party hereto
      of
      its
      own obligations and duties hereunder.

     

    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement effective
      as of the Effective Date.

     

    
      	RESPONSE
              GENETICS, INC.	 	ROCHE
              MOLECULAR SYSTEMS, INC.
	 	 	 	 
	 	 	 	
            
	By:  		 	By:
	
	Title 	
              
PRESIDENT
              & CEO	 	Title	
              
SVP
              Commercial Operations



     

    
      	 	 	 	 
	 	 	 	
              

            


    

     

    
      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

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "1" 

     

    RGI
      PATENT RIGHTS


    
      	
              U.S.
                Application or Patent
                Number

            	 	
              Title

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	
               

            
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	
               

            
	
              [***]

            	 	
              [***]

            
	 	 	
               

            
	
              Foreign
                Applications

            	 	
              Title

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            


    

     

    
      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.

    

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    
      	
              Foreign
                Applications

            	 	
              Title

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            
	 	 	 
	
              [***]

            	 	
              [***]

            


    

     

    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.

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    EXHIBIT
      "2" 

    
LIST
      OF LICENSES AND CONTRACTS

     

    
      
        
          	1.	
                  [***]

                


        

      

    

     

    
      
        
          	2.	
                  [***]

                


        

      

    

     

    
      
        
          	3.	
                  [***]

                


        

      

    

     

    
      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.