Filed by sedaredgar.com - Response Biomedical Corporation - Exhibit 4.5







	 
	Amendment No. 2 to the License Agreement on NTproBNP
      
	 
	concluded July 26, 2005 
	 




	
      Certain Information in this exhibit has been
      omitted as confidential, as indicated by [***]. 
This information has been filed separately with the
      Commission. 

       




between 

Roche Diagnostics GmbH

Sandhofer Straße 116 
68305 Mannheim 
Germany 

(hereinafter referred to as “RDG”)


and 

Response Biomedical Corporation

1781-75th Avenue W. 
Vancouver, BC 
Canada V6 6P2 

(hereinafter referred to as “RESPONSE
BIOMEDICAL) 

 

P 





	 	2 	DRAFT 



	WHEREAS, 	
      the parties entered into a License Agreement regarding
      NTproBNP dated July 26, 2005 (hereinafter referred to as “License
      Agreement”); and 

	  	
       

	WHEREAS, 	
      Response Biomedical Corporation, Roche Diagnostics Ltd.
      and Roche Diagnostics Operations, Inc. have concluded a sales and
      distribution agreement effective as of June 25, 2008 ("Sales and
      Distribution Agreement"); and 

	  	
       

	WHEREAS, 	
      for the duration of this Sales and Distribution Agreement
      RDG and RESPONSE BIOMEDICAL agree to the following changes to the License
      Agreement. 



It is mutually agreed by the parties that:

	1. 	
      Save as hereby modified the License Agreement shall
      continue in full force and effect.

	 	 
	2. 	
      For the duration of the Sales and Distribution Agreement
      the License Agreement shall be amended as follows:

	 	 
	2.1 	
      Article 1.8 shall be deleted and substituted as
      follows:

	 	 
		
      “Licensed Field” shall mean all human diagnostic,
      research and analytical applications of NTproBNP restricted to Point of
      Care market segments, whereby Point of Care means analysis conducted on an
      instrument or in a system which is designed for a throughput of [***].
      This restriction to the Point of Care market segment with a throughput
      limitation does not apply to those NTproBNP assays manufactured for RDG or
      any Affiliate of RDG.

	 	 
	2.2 	
      A new Article 3.1.4 shall be added and shall read
      as follows:

	 	 
		
      The Parties agree that RESPONSE BIOMEDICAL is released
      from its royalty obligations pursuant to 3.1.2 and 3.1.3 for any Licensed
      Product manufactured by RESPONSE BIOMEDICAL for RDG or any Affiliate of
      RDG.



 


 

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	Amendment No. 2 to License Agreement 	  
	Roche Diagnostics GmbH / Response Biomedical 	March 27, 2009 







	 	3 	DRAFT 


In witness whereof, the parties have caused this
Amendment to be executed by their duly authorized representatives as of the day
and year hereinafter written.

 


	 	Roche Diagnostics GmbH
      	  	 
	ppa. 	  	i. V. 	 
	  	/s/ C. Böckstiegel 	  	/s/ Norbert Grzibek 
	  	  	  	 
	By: 	Claudia Böckstiegel 	By: 	Dr. Norbert Grzibek By: 
	Title: 	Head Legal Business 	Title: 	Director 
	  	  	  	Licensing and external
      Cooperations 
	Date: 	June 23, 2008 	Date: 	June 23, 2008




 


 

	 	Response
      Biomedical Corporation 
	  	  
	  	/s/ S. Wayne Kay 
	By: 	S. Wayne Kay 
	Title: 	Chief Executive Officer 
	Date: 	“6/24/08”



 


 

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	Amendment No. 2 to License Agreement 	  
	Roche Diagnostics GmbH / Response Biomedical 	March 27, 2009