Unassociated Document


    COMMISSION
      AGREEMENT

    


    


    This
      Agreement made and entered into this  26th
      day of
      July 2007 by and between
      Response Genetics, Inc.,
      a
      corporation duly organized and existing under the laws of the State of Delaware,
      having its principal office at 1640 Marengo Street, 6th Floor Los Angeles,
      CA
      90033, U.S.A (hereinafter referred to as “RGI”),
      and.
      HITACHI CHEMICAL CO., LTD.,
      a
      corporation duly organized and existing under the laws of Japan, having its
      business office at 9-25, Shibaura 4-chome, Minato-ku, Tokyo 108-0023, Japan
      (hereinafter referred to as “HCC”)

    


    WITNESSETH:

    


    WHEREAS,
      RGI is engaged in the business of offering Testing Services to the
      pharmaceutical industry such as in support of clinical trials;

    


    WHEREAS,
      HCC is engaged in manufacture and sale of diagnostics in Japan and other areas;
      and

    


    WHEREAS,
      RGI desires to commission HCC to undertake Testing Services in the Territory,
      and HCC is willing to comply with such desire of RGI pursuant to the terms
      and
      conditions of this Agreement.

    


    NOW,
      THEREFORE, in consideration of mutual covenants and agreements herein contained,
      the Parties hereto agree as follows:

    


    Article
      1    Definitions.

    


    The
      words
      and phrases set forth below shall have the meanings respectively described
      thereto:

    


    1.1 “Effective
      Date”
shall
      mean the date first written above.

    


    1.2 “Intellectual
      Property Rights”
      shall mean
      all
      patents, copyrights, design rights, trade marks, service marks, trade secrets,
      know-how, database rights, goodwill and other rights related to Testing Services
      (hereinafter defined) in the nature of intellectual property rights (whether
      registered or unregistered) and all applications for the same, anywhere in
      the
      world.

    


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

     

    
      
        
          
            
              

            

          

          [***]   Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 of the Securities Exchange Act of
            1934.
 


        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      1.4 “Agreement”
shall
        mean this Agreement between HCC and RGI for Testing Services by
        HCC.

      


      1.5 “Technical
        Information”
shall
        mean any and all technical information and know-how necessary for the Testing
        Services hereunder such as the information on the methods and procedures
        of the
        Testing Services.

      


      1.6 “Minimum
        Quantities”
shall
        mean the minimum quantities of the Testing Services to be ordered by RGI
        to HCC
        for each period of one calendar month.

      


      1.7 “Samples”
shall
        mean paraffin-embedded
        tissue specimen for the
        Testing Services.

      


      1.8 “Party”
shall
        mean HCC or RGI as the context requires and “Parties”
shall
        mean both HCC and RGI.

      


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

      


      1.10 “Purpose”
shall
        mean the provision of the Testing Services pursuant to this
        Agreement.

      


      1.11 “Relevant
        Staff”
shall
        mean employees and sub-contractors involved in providing the Testing Services
        and such sub-contractors shall be named in the relevant Exhibit or otherwise
        agreed to in writing by RGI.

      


      1.12 “Testing
        Services”
shall
        mean conducting molecular-based tumor tissue profiling using a proprietary
        and
        patented process developed by RGI which involves a complex molecular analysis
        of
        specific molecular markers that provides valuable tumor specific gene expression
        information obtained from Samples.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            2

            
              

            

          

          
            
            

          

        

        

1.13 “Territory”
shall
        mean the countries or areas of Japan, South Korea, North Korea, Taiwan,
        Mongolia, Pakistan, Bangladesh, Sri Lanka, Nepal, Singapore, Malaysia,
        Indonesia, Brunei, Thailand, Myanmar, Laos, Cambodia, Vietnam, the Philippines,
        Australia and New Zealand.

      


      1.14 “Affiliate”
with
        respect to a Person shall mean any other Person that directly, or indirectly
        through one of more intermediaries, controls, is controlled by or is under
        common control with such Person; for the purposes of this clause 1.14 only,
        “control” and, with correlative meanings, the terms “controlled by” and “under
        common control with”, shall mean (a) the possession, directly or indirectly, of
        the power to direct the management or policies of a Person, whether through
        the
        ownership of voting securities, by contract or otherwise, and/or (b) the
        ownership, directly or indirectly, of at least fifty percent (50%) of the
        voting
        securities or other ownership interest of a Person. 

      


      1.15 “Third
        Party”
        shall
        mean any Person who is not a Party hereto.

      


      Article
        2    Testing
        Services .

      


      2.1 HCC
        agrees to perform Testing Services in
        accordance with a
        Statement of Work agreed between the Parties in the form of Exhibit
        A attached
        hereto (“SOW”)
        provided by RGI through mutual consultation. HCC shall be deemed to have
        accepted RGI’s order so long as the number of samples is within the updated
        forecast provided by RGI under Article 6, unless HCC provides RGI with written
        notice within five (5) business days of HCC’s receipt of such RGI’s order. HCC
        shall not unreasonably withhold its acceptance of RGI’s order. In the case that
        HCC accepts RGI’s order of any Testing Services, RGI shall deliver the Samples
        for such Testing Services under RGI’s responsibility and expenses.

      


      2.2 RGI
        shall
        not commission any Third Party in the Territory to perform Testing Services
        for
        any Sample taken in the Territory without
        the prior written consent of
        HCC.

      


      2.3 HCC
        shall
        perform the Testing Services for the Samples provided by RGI or its designee,
        based upon the SOW agreed between the Parties, using RGI’s Intellectual Property
        Rights and Technical Information disclosed by RGI as set forth in Article
        4,
        below and shall deliver the results of the Testing Services for such Samples
        to
        RGI.

      


      2.4 HCC
        shall
        not have any Third Party render the Testing Services without the prior written
        consent of RGI.

      


      2.5 HCC
        shall
        not, in any case, render the Testing Services for any Third Party.

      


      2.6 RGI
        will
        communicate with customers and respond to customer inquiries regarding the
        results of the Testing Services of the data and the reports of test results.
        HCC
        will cooperate with RGI at its request to assist in responding to customer
        inquiries regarding the performance of the Testing Services, storage of the
        samples and other record keeping.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            3

            
              

            

          

          
            
            

          

        

        

2.7
         HCC
        may
        perform the activities to find potential customers for Testing Services and
        may
        introduce such customers to RGI. Upon RGI's request, HCC may also cooperate
        with
        RGI in the contract negotiations between RGI and such customers. In the case
        that RGI should enter into a contract of Testing Services with such customers,
        RGI shall pay to HCC as the commission of [***]
        percent
        ([***]%)
        of each Testing Services to be paid by RGI to HCC other than the fees of
        such
        Testing Services provided in Article 10. 

      


      Article
        3    Performance
        Of The Services.

      


      3.1 
        In the
        case that HCC should perform the Testing Services for clinical trials, HCC
        shall
        comply with Good Laboratory Practice, provided, however, that RGI shall disclose
        any and all necessary information regarding Good Laboratory Practice to HCC
        and,
        if needed, shall provide outside consultant support at RGI’s cost. HCC also
        will, within the scope of the information that RGI should disclose to HCC,
        comply with the applicable laws, regulations, and guidelines governing the
        performance of the Testing Services, including those relating to Good Laboratory
        Practice in case of the Testing Services for clinical trials. HCC shall
        establish Good Laboratory Practice, provided, however, that RGI shall request
        HCC to prepare to establish Good Laboratory Practice at least six (6) months
        prior to the starting date of the Testing Services for clinical trials by
        HCC.


      


      3.2 HCC
        shall
        make reasonable efforts to use facilities, supplies and staff necessary to
        complete the Testing Services as provided in the applicable SOWs, as it may
        be
        modified as provided herein, and in accordance with the terms of this Agreement.
        HCC will obtain any necessary authorizations and permissions for all equipment
        and reagents which it uses in performing Testing Services from RGI in accordance
        with RGI’s directions. 

      


      3.3 RGI’s
        representatives may visit HCC’s laboratory and premises at reasonable times, on
        reasonable prior notice, and with reasonable frequency during normal business
        hours to observe the progress of the Testing Services, and any and all Samples,
        Study Archives (hereinafter defined), information and results derived therefrom.
        HCC shall assist RGI in scheduling such visits. RGI shall comply with HCC’s
        reasonable access and control procedures relating to such Samples and
        information. RGI may also, at a reasonable time upon reasonable prior notice,
        obtain access to the samples and Study Archives, provided that RGI complies
        with
        HCC’s reasonable access and control procedures relating to such
        materials.

      


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

      


      3.5 RGI
        shall
        have the responsibility to disclose necessary information for the Testing
        Services regarding the requirement of Generic Drug Enforcement Act of 1992
        to
        HCC. HCC agrees to comply with such information. HCC further agrees to submit
        to
        RGI, upon request upon completion or termination of the Testing Services,
        a
        certification that neither HCC nor any of its employees has been debarred
        by the
        FDA under the provisions of the Act and that HCC did not use in any capacity
        in
        connection with the Testing Services any individual debarred by the FDA under
        the provisions of the above referenced Act in accordance with RGI’s
        directions.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            4

            
              

            

          

          
            
            

          

        

        

3.6 Should
        applicable government regulatory requirements be changed during the term
        of this
        Agreement, HCC shall make reasonable efforts to satisfy the new requirements
        in
        accordance with RGI’s directions. In the event that compliance with such new
        regulatory requirements necessitates a change in the SOW for Testing Services,
        RGI shall submit to HCC a revised technical and cost proposal for HCC’s
        acceptance prior to making any changes in the SOW for such Testing
        Services.

      


      3.7 In
        the
        event of a conflict in government regulations, RGI shall, on its responsibility,
        designate which regulations shall be followed by HCC in its performance of
        a
        particular Testing Services.

      


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

      


      3.9 Following
        the end of the relevant ten (10) year retention period, HCC may, at its
        discretion, after providing written notice to RGI of HCC’s intention, dispose of
        or destroy the Samples and Study Archives. In the case RGI should request
        the
        further retaining and archiving of the Samples and Study Archives at RGI's
        cost,
        RGI and HCC shall negotiate in good faith regarding the terms and conditions
        thereof, or RGI has the option to transfer the Samples and Study Archives
        at
        RGI’s expense.

      


      3.10 HCC
        represents that each of its personnel, employees, agents, representatives,
        subcontractors or invitees who shall perform Testing Services hereunder shall
        abide by the provisions of Article 3 hereof. HCC agrees that each of its
        personnel, employees, agents, representatives, subcontractors or invitees
        who
        shall perform Testing Services hereunder shall be at least eighteen (18)
        years
        old.

      


      3.11 HCC
        agrees to maintain all electronic information or data on secure systems which
        are dedicated mainly to information and data generated under this Agreement.
        HCC
        shall also cooperate with RGI to implement, use and maintain any software
        or
        computer systems specified by RGI, provided, however, that RGI shall, free
        of
        charge, provide HCC with all necessary software and/or special computer
        systems.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            5

            
              

            

          

          
            
            

          

        

        

Article
        4    Disclosure
        of Technical Information .

      


      4.1 As
        soon
        as practicable after the execution of this Agreement, RGI shall, free of
        charge,
        provide HCC with sufficient written documents describing the Technical
        Information, and, free of charge, dispatch its technically capable people
        to HCC
        or accept HCC’s employee at RGI’s facilities for training, the term and
        conditions of which are mutually agreed, to disclose to HCC the Technical
        Information which RGI considers necessary for the Testing Services to be
        performed by HCC hereunder.

      


      Article
        5    Technical
        Assistance .

      


      5.1 Upon
        the
        request of HCC made from time to time during the term of this Agreement,
        RGI
        shall, free of charge, provide HCC with technical assistance relating to
        the
        Testing Services including dispatch of RGI’s employees and acceptance
        of HCC’s employees for training.

      


      5.2 RGI
        shall, free of charge, furnish HCC with any and all modification or improvement
        related to the Testing Services during the term of this Agreement which are
        necessary to perform a SOW.

      


      Article
        6    Forecast
        of RGI’s Orders for Testing Services.

      


      6.1 Starting
        on the Effective Date of this Agreement and every March, June, September
        and
        December thereafter, RGI shall provide HCC with a non-binding updated forecast
        indicating RGI’s orders for the Testing Services for
        the
        following twelve (12) month period with monthly breakdowns. Each updated
        forecast shall control over any preceding forecast provided by RGI hereunder.
        

      


      6.2 In
        the
        event that HCC should anticipate that each forecasted quantity cannot be
        fully
        made by HCC, HCC shall notify RGI thereof in writing within fourteen (14)
        days
        after the receipt of such RGI’s forecast.

      


      6.3 If
        RGI
        should forecast that RGI’s orders for the Testing Services to HCC in any month
        will be more than [***]
        Samples,
        RGI and HCC shall discuss
        HCC’s
        investment in equipment and facilities for the Testing Services and setting
        of
        the Minimum Quantities after such investment.

      


      Article
        7    Investments.

      


      7.1 In
        the
        case that HCC should make an investment in equipment and facilities for the
        Testing Services after the beginning of rendering Testing Services to RGI
        under
        this Agreement, RGI and HCC shall agree with the future plan for specific
        period
        to use such new equipment and facilities for Testing Services considering
        the
        depreciation of such new equipment and facilities through mutual consultation
        prior to the decision of such investment. If such agreed plan should fail
        through no fault of HCC, RGI shall compensate to HCC for the reasonable amount
        of investment not properly used for Testing Services.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            6

            
              

            

          

          
            
            

          

        

        

7.2 RGI
        shall
        invest in equipment and shall provide the equipment to HCC in accordance
        with
        the equipment lease agreement separately agreed between the Parties. The
        fees
        paid to RGI by HCC for the leasing of such equipment shall be determined
        in
        accordance with such equipment lease agreement. 

      


      Article
        8    Compliance.

      


      8.1 HCC
        shall
        be responsible to comply with the Japanese governmental requirement for the
        necessary applications and approvals required in laws and regulations applied
        for HCC’s fulfillment of Testing Services. RGI shall be responsible for any
        other governmental requirement for the necessary applications and approvals
        required in laws and regulations applied for HCC’s fulfillment of Testing
        Services in the Territory.

       

      Article
        9    Corrective
        Measures.

      


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

      


      Article
        10    Payment
        Term .

      


      10.1 The
        fees
        paid to HCC by RGI for the Testing Services shall be determined in accordance
        with the standard fee specified in Exhibit
        B
        attached
        hereto and reviewed periodically between the Parties before the beginning
        of
        April and October every year for each kind and type of Testing
        Services.

      


      10.2 RGI
        shall
        pay fees for Testing Services within thirty (30)
        days
        after receiving of the invoices issued by HCC by telegraphic transfer of
        funds
        to the bank account designated by HCC. Other terms and conditions of payment
        for
        the Testing Services shall be discussed and agreed upon between the Parties
        separately.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            7

            
              

            

          

          
            
            

          

        

        

Article
        11    Representations
        and Warranties; Indemnification.

      


      11.1 HCC
        represents and warrants that HCC and the Relevant Staff:

      


      11.1.1 have
        the
        appropriate level of expertise and qualifications, and the necessary ability
        to
        undertake the Testing Services under this Agreement, which shall be required
        by
        RGI in an SOP; and

      


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

      


      11.2 Each
        Party represents and warrants that it has the right to enter into this Agreement
        and is not in conflict with any Third Party obligation during the performance
        of
        the Testing Services under this Agreement. 

      


      11.3  In
        addition to any other indemnification provided herein, HCC agrees to indemnify,
        defend and hold RGI and its affiliates, shareholders, officers, directors,
        employees, agents, successors and assigns harmless from and against ordinary
        and
        direct claims, suits, actions, liabilities, losses, costs, reasonable attorneys'
        fees, expenses, judgments or damages, (collectively, the “Indemnified Amounts”),
        arising out of (i) HCC's negligence in the performance of the Testing Services,
        (ii) any wrongful acts or omissions in the performance by HCC of any Testing
        Services, whether such actions are of HCC, its employees, agents,
        representatives, subcontractors or invitees or (iii) any material breach
        of this
        Agreement by HCC, its employees, agents, representatives, subcontractors
        or
        invitees. Notwithstanding the foregoing, the amount which should be paid
        to RGI
        and/or any Third Party for such indemnification shall be limited to the amount
        of [***] dollars
        ($[***]).

       

      11.4  In
        addition to any other indemnification provided herein, RGI agrees to indemnify,
        defend and hold HCC and its affiliates, shareholders, officers, directors,
        employees, agents, successors and assigns harmless from and against any and
        all
        Indemnified Amounts arising out of (i) RGI's negligence in the conduct of
        the
        activities to be performed by RGI under this Agreement, (ii) any wrongful
        acts
        or omissions in the conduct of the activities to be performed by RGI under
        this
        Agreement, whether such actions are of RGI, its employees, agents,
        representatives, subcontractors or invitees, (iii) any material breach of
        this
        Agreement by RGI, its employees, agents, representatives, subcontractors
        or
        invitees or (iv) any infringement of Third Party’s intellectual property rights
        resulting from or claimed to be resulting from the fulfillment or procedure
        of
        Testing Services and delivery of the results of Testing Services or any other
        act or omission relating to Testing Services. Notwithstanding the foregoing,
        the
        amount which should be paid to HCC and/or any Third Party for such
        indemnification shall be limited to the amount of [***] dollars
        ($[***]).

      


      11.5  Where
        claims relate to those by Third Parties and in the event either Party incurs,
        or
        expects to incur expenses, damages, claims or liability for which it intends
        to
        seek indemnification from the other Party, the Party claiming indemnification
        (the “Indemnitee”)
        shall
        promptly notify the other Party (the “Indemnitor”)
        and
        shall permit the Indemnitor, at the Indemnitor’s sole discretion, to settle any
        such claim or suit and agrees to the complete control of the defense or
        settlement of such claim or suit by the Indemnitor, and the Indemnitor shall
        not
        be responsible for any legal fees or other costs incurred other than as provided
        in this Agreement. The Indemnitee, its employees, consultants and agents,
        shall
        cooperate fully with the Indemnitor and its legal representatives in the
        investigation and defense of any claims or suits covered by the indemnification
        provisions of this Agreement.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            8

            
              

            

          

          
            
            

          

        

        

Article
        12    Confidentiality
        Obligation.

      


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

      


      12.1.1  to
        use
        the Confidential Information received from the Disclosing Party and subject
        to
        the provisions of Article 12 hereto, solely and exclusively for the Purpose;
        and

      


      12.1.2  to
        maintain the confidentiality of the Confidential Information and not to disclose
        it directly or indirectly to any other company, organization, individual
        or
        Third Party, save as permitted by clause 12.2; and

      


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

      


      12.2  Notwithstanding
        clause 12.1, if HCC is the Receiving Party, it may disclose Confidential
        Information to any of its Relevant Staff who need to know the Confidential
        Information in order to fulfill the Purpose, provided that HCC shall procure
        that each such Person to whom or which Confidential Information is to be
        disclosed:

      


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

      


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

      


      12.3 Nothing
        in clause 12.1 shall preclude disclosure of any Confidential Information
        required by any governmental, quasi-governmental or regulatory agency or
        authority or court entitled by law to disclosure of the same, or which is
        required by law to be disclosed. The Receiving Party shall promptly notify
        the
        Disclosing Party when such requirement to disclose has arisen to enable the
        Disclosing Party to seek an appropriate protective order and to make known
        to
        the said agency or authority or court the proprietary nature of the Confidential
        Information and to make any applicable claim of confidentiality in respect
        thereof. The Receiving Party agrees to co-operate in any appropriate action
        which the Disclosing Party may decide to take. If the Receiving Party is
        advised
        to make a disclosure in accordance with this clause 12.3 it shall only make
        a
        disclosure to the extent to which it is obliged.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            9

            
              

            

          

          
            
            

          

        

        

12.4 This
        Article 12 shall not apply to the information which:

      


      a. is
        already known to the Receiving Party at the time of receipt from the Disclosing
        Party as evidenced by written documentation; or

      


      b. is
        disclosed to the Receiving Party by a Third Party having no obligation to
        the
        Disclosing Party to hold the Confidential Information secret; or

      


      c. either
        is
        published or otherwise available to the public at the time of its receipt
        by the
        Receiving Party or shall become published or available to the public through
        no
        fault of the Receiving Party; or

      


      d. is
        independently developed by the Receiving Party as evidenced by contemporaneous
        written documentation.

      


      Article
        13    Intellectual
        Property.

      


      13.1  Except
        as
        otherwise provided herein, all title to any and all inventions, improvements
        and
        data, whether or not patentable, and copyrightable works, which are conceived
        and reduced to practice solely by HCC from the performance of any Testing
        Services hereunder shall reside with HCC (“HCC IP”), provided, however, that HCC
        hereby grants to RGI an irrevocable, co-exclusive with HCC, royalty-free
        license
        to the HCC IP outside the Territory, with the right to grant sub-license
        therefor (in the case of HCC, such license shall be granted only to its
        subsidiaries), and hereby grants to RGI an irrevocable, non-exclusive,
        royalty-free license to the HCC IP in the Territory, with the right to
        sub-license therefor. All title to any data or copyrightable works which
        is
        generated by HCC under the payment of the commission fee by RGI from the
        performance of any Testing Services and as a result of such Testing Services
        which is rendered to RGI’s customers hereunder shall reside with RGI. The
        handling of all title to any and all inventions, improvements and data, whether
        or not patentable, and copyrightable works, which are conceived and reduced
        to
        practice under the contribution of both HCC and RGI from the performance
        of any
        Testing Services hereunder shall be decided considering the degree of
        contribution of each Party through mutual consultation. 

       

      13.2  HCC
        will
        make reasonable efforts to disclose to RGI all inventions and improvements
        (whether patentable or not) and all copyrightable works made by it which
        are
        governed by Section 12.1. In the case that HCC should apply for a patent
        or
        other Intellectual Property Rights, HCC shall notify to RGI and maintain
        the
        confidentiality of the RGI’s Confidential Information under Article
        12.

       

      13.3  Subject
        to the remaining provisions of this Article 13, HCC agrees that all original
        works of authorship prepared by or for HCC in the results of any Testing
        Services hereunder shall be works for hire, and RGI shall own such works
        and all
        copyrights therein. For any original such works of authorship in the results
        of
        any Testing Services that, under the copyright laws of the United States,
        may
        not be considered works for hire, HCC agrees to reasonably cooperate with
        RGI in
        protecting its rights in such works. Such works shall be deemed to be the
        property of RGI, and shall be included in the Confidential Information of
        RGI
        under 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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            10

            
              

            

          

          
            
            

          

        

        

13.4  RGI
        owns,
        and HCC acknowledges RGI’s ownership of, (i) the Testing Services, including
        RGI’s proprietary process for analyzing the Samples and producing the gene
        expression values, and all of the materials which comprise same, and any
        accompanying patent information owned by RGI, (ii) all Intellectual Property
        Rights, and (iii) any algorithms or scales created and used by RGI in producing
        or developing the gene expression values (“algorithms”),
        and
        agrees that it shall not do or suffer to be done any act or thing or undertake
        any action anywhere that in any manner might infringe, or impair the validity,
        scope, or title of RGI in the Testing Services, algorithms or Intellectual
        Property Rights which is owned by RGI. 

      


      13.5  The
        Parties will observe all copyright in written material, including computer
        software, belonging to the other Party or any Third Party, will not make
        any
        unauthorized copies of such material or software.

      


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

      


      Article
        14    Publication.

      


      14.1 Either
        Party shall not, without consent of the other Party, submit any publications
        related to the Testing Services. The request for consent to the other Party
        shall contain details of the article to be published and the expected date
        of
        such publications. Neither Party may submit a publication containing
        Confidential Information of the other Party without prior written consent
        of the
        other. 

      


      Article
        15    Term.

      


      15.1 This
        Agreement shall take effect on the date and year first above written and
        continue to be effective through March
        31, 2010
        and
        shall be renewed automatically for each period of one (1) year under the
        same
        terms and conditions at the end of each original or renewed period, unless
        six
        (6) month prior written notice not to renew this Agreement should be given
        by
        either Party to the other.

      


      15.2 Notwithstanding
        the expiration or termination provided in Articles 15.1 and Article 16, Articles
        11, 12, 13, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27 shall survive the
        expiration or termination of this Agreement.

      


      Article
        16    Early
        Termination.

      


      16.1  Either
        Party may forthwith terminate this Agreement without payment of any additional
        compensation by giving notice of termination to the other Party in any of
        the
        following cases:

      


      a. if
        the
        other Party shall be dissolved, liquidated or declared insolvent or bankrupt;
        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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            11

            
              

            

          

          
            
            

          

        

        

b. if
        the
        other Party shall breach any provision of this Agreement and shall fail to
        remedy such breach within sixty (60) days after a written notice requesting
        to
        remedy the breach is given.

      


      16.2  In
        the
        event this Agreement is terminated pursuant to clause 16.1 above, the defaulting
        Party shall not be entitled to claim its losses or damages thereby incurred
        to
        the other Party.

      


      16.3  Upon
        termination of this Agreement pursuant to clause 16.1 with fault of HCC,
        HCC
        shall complete any outstanding Testing Services that was agreed to by the
        Parties prior to the termination of this Agreement, and RGI will compensate
        HCC
        for any such Testing Services. 

      


      16.4  On
        termination, HCC will cease any use of RGI’s Technical Information and
        Intellectual Property Rights, except as provided in this Article.

      


      16.5  In
        the
        event of termination of this Agreement and/or any Testing Services performed
        under this Agreement, HCC shall use all reasonable efforts to minimize any
        further costs and HCC shall be reimbursed for the services actually performed
        and the expenses actually and reasonably incurred as of the effective date
        of
        such termination, unless the Parties agree or HCC is otherwise obliged to
        provide services after such termination. 

      


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

      


      Article
        17    Independent
        Contractor.

      


      17.1 
        It
        is
        understood that in the performance of this Agreement HCC will be acting in
        the
        capacity of an independent contractor and that nothing in this Agreement
        shall
        be construed as creating any contract of employment or relationship of principal
        and agent between RGI and HCC or RGI or any of the Relevant Staff.

      


      17.2 
        HCC
        shall
        perform this Agreement solely as an independent contractor, and as such shall
        select, engage and discharge its employees and otherwise direct and control
        the
        performance of the Studies. Neither HCC nor anyone employed by it shall be,
        represent, act, or purport to act as, or be deemed to be, the agent,
        representative, employee, or servant of RGI nor shall RGI nor anyone employed
        by
        it be, represent, act, or purport to act as, or be deemed to be, the agent,
        representative, employee, or servant of HCC.

      


      17.3 
        Neither
        HCC nor RGI shall have authority to make any statement, representation, or
        commitment of any kind or to take any action binding upon the other Party
        without the other Party's prior written authorization.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            12

            
              

            

          

          
            
            

          

        

        

Article
        18    Non-Waiver

      


      18.1 The
        waiver, express or implied, by either Party of any right hereunder or any
        failure to perform this Agreement or breach hereof by the Party, shall not
        constitute or be deemed as a waiver of any other right hereunder or of any
        other
        failure to perform this Agreement or breach hereof by such other Party, whether
        of a similar or dissimilar nature hereto.

      


      Article
        19    Assignment

      


      19.1 This
        Agreement or any right or obligation hereunder is not assignable or transferable
        in whole or in part by either Party to any Third Party without the prior
        written
        consent of the other Party, except in connection with any merger or sale
        of all
        or substantially all of its assets to which this Agreement relates. Subject
        to
        the foregoing, all terms, conditions, covenants and agreements contained
        herein
        shall inure to the benefit of, and be binding upon, any such successor
        entity.

      


      Article
        20    Severability

      


      20.1 If
        any
        provision of this Agreement is deemed to be illegal, unenforceable, or invalid,
        in whole or in part, for any reason, the validity and enforceability of the
        remaining provisions, or portions of them, shall not be affected or impaired
        and
        shall continue in full force and effect.

      


      Article
        21 Governing
        Law.

      


      21.1 This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of New York, without regard to its conflict of laws or choice of laws
        principles. The
        Parties agree that any controversy
        or claim arising out of or relating to this Agreement, or the breach thereof,
        shall be determined by arbitration administered by the American Arbitration
        Association in accordance with its International Arbitration Rules. The
        arbitration shall be conducted in English and the place of arbitration shall
        be
        Singapore.
        The
        award thereof shall be final and binding for both RGI and HCC.

      


      Article
        22 Force
        Majeure.

      


      22.1 
        In
        this
        Agreement, “force majeure” shall mean any cause preventing either Party from
        performing any or all of its obligations which arises from or is attributable
        to
        acts, events, omissions or accidents beyond the reasonable control of the
        Party
        so prevented including, without limitation, strikes, lock-outs or other
        industrial disputes (whether involving the workforce of the Party so prevented
        or of any Third Party), act of God, war, terrorism, riot, civil commotion,
        malicious damage, compliance with any law or Governmental order, rule,
        regulation or direction, accident, breakdown of plant or machinery, fire,
        flood
        or storm (each a “Force
        Majeure Condition”).
        Subject to clause 22.3, each Party shall be released from its obligations
        under
        this Agreement to the extent that its performance hereunder is delayed, hindered
        or prevented by force majeure.

      


      22.2 
        If
        either
        Party is prevented or delayed in the performance of any of its obligations
        under
        this Agreement by Force Majeure Condition, that Party shall forthwith serve
        notice in writing on the other Party specifying the nature and extent of
        the
        circumstances giving rise to Force Majeure Condition, and shall subject to
        service of such notice and to clauses 22.3 and 22.4, have no liability in
        respect of the performance of such of its obligations as are prevented by
        Force
        Majeure Condition during the continuation of such events, and for such time
        after they cease as is necessary for that Party, using all reasonable endeavors,
        to recommence its affected operations in order for it to perform its
        obligations.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            13

            
              

            

          

          
            
            

          

        

        

22.3 
        The
        Party
        claiming to be prevented or delayed in the performance of any of its obligations
        under this Agreement by reason of Force Majeure Condition shall use all
        reasonable endeavors to bring the Force Majeure Condition to a close or to
        find
        a solution by which the Agreement may be performed despite the continuation
        of
        the Force Majeure Condition.

      


      22.4 
        If
        either
        Party is prevented from performance of its obligations for a continuous period
        in excess of three (3) months due to Force Majeure Condition, the other Party
        may terminate this Agreement forthwith on service of written notice upon
        the
        Party so prevented, in which case neither Party shall have any liability
        to the
        other except that rights and liabilities which accrued prior to such termination
        shall continue to subsist.

      


      Article
        23     FDA
        Visits.

      


      23.1 
        At
        RGI’s
        request, a representative of HCC shall accompany RGI to FDA (or other regulatory
        agency) to explain or discuss any and all aspects of the Testing Services,
        with
        RGI’s full cooperation. Such visit or visits to the FDA shall be arranged at
        times mutually agreeable to RGI and HCC. All reasonable travel and living
        expenses incurred by HCC in connection with such visits shall be reimbursed
        by
        RGI.

      


      23.2 
        HCC
        shall
        notify RGI of any request from FDA, other federal or state agencies or any
        other
        Third Party to inspect or otherwise gain access to the information, gene
        expression values, Samples, or materials pertaining to the Testing Services.
        HCC
        shall notify RGI of such request prior to permitting any Third Party access,
        unless prior notice is not reasonably feasible.

      


      23.3 
        HCC
        agrees to permit inspection of such information, gene expression values,
        Samples, or other materials by authorized representatives of FDA and as
        otherwise required by law. During such inspections, HCC shall provide
        appropriate scientific and quality assurance support. HCC shall promptly
        send
        RGI a copy of any inspection reports received by HCC as a result of any such
        inspection.

      


      Article
        24    Counterparts.

      


      24.1 
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument.

      


      Article
        25    Exhibits.

      


      25.1 
        Any
        Exhibit or SOW to this Agreement is hereby incorporated into and made a part
        of
        this Agreement. In the event of a conflict between the provisions contained
        in
        this Agreement and any such Exhibit or SOWs, the terms of the Agreement shall
        prevail over the Exhibit or SOW, except to the extent an Exhibit or SOW
        specifically states that one of its provisions supersedes a similar provision
        in
        the Agreement.

      
         

        
          
            
              
                
                  

                

              

              [***]   Portions
                of this Exhibit were omitted and have been filed separately with
                the Secretary
                of the Commission pursuant to the Company’s application requesting confidential
                treatment under Rule 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            14

            
              

            

          

          
            
            

          

        

        


      

      Article
        26    Notice.

      


      26.1 
        Any
        notice required by this Agreement to be given to either Party shall be in
        writing and shall be served by first class post, express mail or airmail
        and
        being addressed to the address of the other Party stated in this Agreement
        or
        such other address as may from time to time have been notified by a notice
        given
        in accordance with this clause. The initial details for the purposes of this
        clause are:

      


      For
        HCC:

      


      Hiroshi
        Ito

      General
        Manager

      Life
        Science Division

      Hitachi
        Chemical Co., Ltd.

      9-25,
        Shibaura 4-choume, Minato-ku

      Tokyo,
        108-0023

      


      -and-

       

      Baku
        Maekawa

      Manager

      Life
        Science Division

      Hitachi
        Chemical Co., Ltd.

      9-25,
        Shibaura 4-choume, Minato-ku

      Tokyo,
        108-0023

      


      For
        RGI:


      


      Kathleen
        Danenberg

      President
        and CEO

      Response
        Genetics, Inc.

      1640
        Marengo Street Suite 600 

      Los
        Angeles, CA 90033 

       

      -and-

       

      Thomas
        Meloro, Esq.

      Willkie
        Farr & Gallagher LLP

      787
        Seventh Avenue

      New
        York,
        NY 10019-6099 

      


      Article
        27    Entire
        Agreement

      


      27.1 This
        Agreement constitutes the entire and only agreement among the Parties with
        respect to the subject matter hereof and supersedes all negotiations or
        communications between the Parties prior to the execution 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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            15

            
              

            

          

          
            
            

          

        

         

      

      IN
        WITNESS WHEREOF, the Parties hereto have caused this Agreement in duplicate
        to
        be executed by the duly authorized representatives of the Parties as of the
        date
        and year first above indicated.

      


      


      
        	
                Response Genetics, Inc.

                By:

                 

                 

                
                  ____________________________

                  Name:

                  Title:

                

              	
                Hitachi Chemical Co., Ltd.

                By:

                 

                 

                
                  ____________________________

                  Name:

                  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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            16

            
              

            

          

          
            
            

          

        

        

EXHIBIT
        A 

       

      Statement
        of Work for Taiho Samples

      


      


      THIS
        Statement of Work is made and entered into this __ th
        day of
        __________, by and between Response Genetics, Inc. (“RGI”), a company
        incorporated in the State of Delaware, whose principal place of business
        is
        situated at 1640 Marengo Street, 6th
        Floor,
        Los Angeles, CA 90033 and Hitachi Chemical (“HCC”), a corporation registered
        under the laws of Japan and having its corporate offices at Shibaura Square
        Building, 9-25, Shibaura 4-chome, Minato-ku Tokyo, 108-0023 .

       

      WHEREAS,
        a Commission Agreement (the “Agreement”) by and between RGI and HCC was executed
        on __July 2007; and

       

      WHEREAS,
        pursuant to Article 2 of the Agreement, the parties now enter into this
        Statement of Work for the purposes of setting forth the responsibilities
        and
        obligations of the parties.

       

      A.
        Order and Sample delivery

      


      RGI
        or
        Taiho will send HCC tissue sections thereof, as detailed and briefly summarized
        below.

      


      The
        sender of Taiho is to notify HCC and RGI via e-mail when specimen(s) are
        shipped. The e-mail must include the list of specimens (including specimen
        ID
        and number of slides included in the shipment) and the shipment tracking
        number
        to the following email addresses:

      [***]

      [***]

      [***]

      
        [***]

        [***]

        [***]

      

       

      The
        information of sender of Taiho is as follows;

      


      Sawako
        Tachikawa

      Tokushima
        Research Center

      Taiho
        Pharmaceutical Co., Ltd.

      [***]

      Tel: [***]
        (ext. [***]) FAX: [***]

      


      


      HCC
        should notify RGI that the order is acceptable or not within five business
        day
        after receiving the order e-mail.

      Samples
        should be shipped after the order is accepted by HCC.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            17

            
              

            

          

          
            
            

          

        

        

In
        all
        shipments, the sender should enclose a list of sample. The Specimen ID on
        the
        list of samples must match the labeling of the samples.

      


      The
        sender will send batches of samples slides containing sections from the tumor
        block. HCC requires tumor tissue containing adequate material for histological
        diagnosis and laboratory assay. The sections should contain representative
        tumor
        cells as determined by a trained pathologist. 

      


      At
        least
        five 10-micron unstained slides and one (or two) 5-micron unstained slide
        are
        required.

      


      Samples
        should be stored and shipped at ambient temperature. Extreme temperatures
        should
        be avoided. In hot weather, place a cool pack in the mailer. 

      


      All
        shipments to HCC must be shipped on Monday-Wednesday by Yamato or Sagawa
        overnight delivery in Japan (in case of a shipment from the USA, FedEx or
        World
        Courier can be used). HCC will provide pre-printed vouchers with the following
        address:

      


      Izutsu
        Hiroshi

      c/o
        Endo
        Katsuya

      Hitachi
        Chemical Co., Ltd., Yamazaki Works

      13-1,
        Higashi-cho 4-chome

      Hitachi-shi
        Ibaraki

      317-8555,
        Japan

      Tel
        :
        [***], FAX : [***]

      


      B.
        Sample
        Receipt/QA

      


      Upon
        receipt of samples, HCC will verify that the inventory of samples received
        match
        the list of samples on the shipment email and sent by the sender. If
        discrepancies are noted, HCC personnel will contact the sender via email
        to
        clarify the contents and specimen/patient information. Once the samples are
        verified, they will be accessioned using the RGI Database as stated in
        SOP [***] or equivalent SOP made by HCC. The day when all samples in the
        shipment are accessioned is deemed as the date of the batch of sample receipt.
        The sample slides will then be stored in a secure room until a batch is ready
        for processing. 

      


      HCC
        will
        notify the sender of the date of sample receipt. HCC will cc the representative
        from RGI regarding all communications with the sender and Taiho.

      


      C.
        Sample
        Storage

      


      Samples
        are stored at ambient temperatures at HCC in the Archive equipment. They
        are
        organized by the project and received date of the samples. All slides for
        each
        sample will be stored together in an area designated specifically for the
        project. If the sample test needs to be repeated and more tissue is required,
        HCC may request that specific sample slides be resent to HCC. 

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            18

            
              

            

          

          
            
            

          

        

        

D.
        Specimen Analysis and Data Management 

      


      HCC
        will
        process all the samples in a shipment (1 sample per patient) or as requested.
        The results will be released to RGI four weeks after the start of processing
        the
        samples.

      


      Samples
        are processed through “DTP specimen flow” as stated in SOP [***]
        or
        equivalent SOP made by HCC, which includes:

      Accessioning
        (detailed procedure: SOP [***])

      Slide
        preparation and staining (detailed procedure: [***])

      Dissection
        (detailed procedure: SOP [***] and
        [***])

      RNA
        extraction ([***])

      Reverse
        transcription (detailed procedure: [***])

      Actin
        screening (detailed procedure: SOP [***])

      PCR
        preparation (detailed procedure: SOP [***])

      QPCR
        analysis (detailed procedure: SOP [***])

      Results
        analysis (detailed procedure: SOP [***]);
        and

      Material
        release (detailed procedure: SOP [***]).

      


      HCC
        will
        not repeat sample analysis except in the event that data requirements stated
        in
        SOPs are not satisfied. 

      


      E.
        Report
        Type 

      


      Reporting
        is deemed to be done when Results analysis (SOP[***])
        is
        concluded by transferring data to RGI via RGI’s e-store system or via e-mail to
        the following contact addresses: [***] and [***]. 

      


      F.
        Confidentiality of Results

       

      HCC
        will
        provide results or result reports only to RGI.

      G.
        Communication 

      


      Communication
        between RGI and HCC contacts will be via telephone or e-mail. All requests
        or
        special instructions, however, shall be in writing.

      


      Any
        questions arising upon receipt of tissue samples from sender (e.g., mislabeled
        samples, missing samples) will initially be directed through the sender via
        e-mail. HCC will attempt clarification of discrepancies from the sender via
        email.

      


      H.
        Fees

      


      The
        fees
        for the analysis of four (4) mutually agreed upon genes and a housekeeping
        gene
        (beta-Actin) per sample will be $[***] per
        sample. Samples will be archived and additional genes can be analyzed at
        $[***]/gene
        per
        sample. The fees will be divided as follows: 80% to HCC and 20% to RGI
        (excluding any costs of reagents purchased by RGI). 

      


      These
        are
        the fees under the current Taiho Service Agreement. If RGI revises the fees,
        RGI
        shall notify HCC within five (5) business days of such revision. 

      


      HCC
        will
        be charged for reagents purchased by RGI. The costs for HCC to purchase these
        reagents from RGI will include cost of the reagent plus shipping and
        tax.

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            19

            
              

            

          

          
            
            

          

        

        

EXHIBIT
        B 

       

      Testing
        Services Fees and Reagents

       

      
        	
                HCC
                  Services

              	
                Cost

              	
                Explanation
                  of Service

              
	
                RNA
                  Extraction and qRT-PCR Service

                 

              	
                80
                  % of the Testing Service Fee 

              	
                Tissue
                  Staining with H/E and NFR;

                Pathology
                  Review;

                Microdissection
                  achieving >80% tumor per extraction;

                RNA
                  extraction;

                qRT-PCR;
                  and

                Analysis
                  of resulting data.

              
	 	 	 
	
                RGI
                  Services and Reagents

              	
                Cost

              	
                Reagent

              	
                Manufacturer

              	
                Unit

              	
                Bulk
                  Cost Total

                (July
                  2007)

              	
                Reagent
                  Mix Aliquots

              	
                Volume
                  per Aliquot

              
	
                Prepare
                  Testing Reagents 

              	
                HCC
                  will reimburse RGI, at RGI’s cost, for reagents requested by
                  HCC.

              	
                [***]

              	
                [***]

              	
                 

                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	 	
                [***]

              	
                 

              	 
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                
                  [***]

                

              
	
                [***]

              	
                TBD*

              


      

      *
        To Be Determined

      
         

        
          
            
              
                
                  

                

              

              [***]   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 24b-2 of the Securities Exchange Act of
                1934.
 


            

          

          
            20