AMENDED
and RESTATED MASTER AGREEMENT FOR THE SUPPLY OF LABORATORY TEST
SERVICES

     

    THIS AMENDED AND RESTATED MASTER
LABORATORY TEST SERVICES AGREEMENT (the "Agreement") is made the 22th day
of December 2008 ("Effective Date") between:

     

    
      	
              1.

            	
              SMITHKLlNE
      BEECHAM CORPORATION (d.b.a. GlaxoSmithKline) a corporation having its
      principal office at One Franklin Plaza, Philadelphia PA 19101, USA
      ("GSK"); and

            


    

     

    
      	
              2.

            	
              RESPONSE
      GENETICS INC., a company incorporated in the State of Delaware, whose
      principal place of business is situated at 1640 Marengo Street, Suite 600,
      Los Angeles, CA 90033 ("RGI").

            


    

     

    WHEREAS,
GSK and RGI entered into a Master Agreement for the Supply of Laboratory Test
Services dated January 17, 2006, and certain subsequent amendments thereto (the
“Master Agreement”); and

     

    WHEREAS,
the Parties now desire to further amend and restate the Agreement to read in its
entirety as follows:

     

    WHEREAS:

     

    
      	
              (A)

            	
              GSK
      is a global innovative pharmaceutical company with extensive research and
      development capabilities.

            


    

     

    
      	
              (B)

            	
              RGI
      is engaged, inter alia, in the business of supplying Testing Services, as
      that is defined herein, in relation to the pharmaceutical industry and
      related industries and has considerable skill and knowledge in that
      field.

            


    

     

    
      	
              (C)

            	
              In
      reliance upon that skill, knowledge and experience, GSK wishes to engage
      RGI as a preferred provider to provide services principally in relation to
      profiling the expression of various genes from a range of human
      malignancies and RGI agrees to accept preferred provider status and the
      engagement on the following terms and
  conditions.

            


    

     

    IT
IS HEREBY AGREED AS FOLLOWS:

     

    DEFINITIONS
AND INTERPRETATIONS

     

    
      	
               
      

            	
              1.

            	
              In
      this Agreement the following expressions shall have the following
      meanings:

            


    

     

    
      	
               
      

            	
              1.1

            	
              "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 1.1 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:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.2

            	
              "Agreement"
      means this Agreement between GSK and RGI for the supply of Services by
      RGI.

            


    

     

    
      	
               
      

            	
              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 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 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 Studies hereunder, shall be deemed to be the Confidential Information
      of the Party which owns such disclosed
  information.

            


    

     

    
      	
            	
              1.4 

            	
              "Effective
      Date" means the date first given
above;

            


    

     

    
      	
               
      

            	
              1.5

            	
              "Party"
      shall mean GSK or RGI as the context requires and "Parties" shall mean
      both GSK and RGI;

            


    

     

    
      	
               
      

            	
              1.6

            	
              "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);

            


    

     

    
      	
               
      

            	
              1.7

            	
              "Purpose"
      shall mean the provision of the Services pursuant to this Agreement and
      the evaluation by the Parties of whether to add other projects and
      services to this Agreement;

            


    

     

    
      	
               
      

            	
              1.8

            	
              "Relevant
      Staff" shall mean employees and sub-contractors involved in providing the
      Services and named in the relevant Schedule or otherwise agreed to in
      writing by GSK;

            


    

     

    
      	
               
      

            	
              1.9

            	
              "Services"
      means the services to be provided by RGI pursuant to this Agreement (as
      amended from time to time in accordance with the provisions of this
      Agreement) and such other services as may from time to time be agreed upon
      by RGI and GSK, including Testing Services, FISH/IHC testing
      services, TLDA testing services, consultation and tissue storage, in
      connection with this Agreement and as further detailed and agreed upon in
      a SOW pursuant to Article 1 below;

            


    

     

    
      	
               
      

            	
              1.10

            	
              "Term"
      means that this Agreement shall commence on the Effective Date and shall
      continue until 17 January 2011  ("Initial Term"), unless sooner
      terminated in accordance with the provisions hereof, renewable at the
      option of, and upon the agreement of both Parties in additional one (1)
      year increments ("Renewal Term");
and

            


    

     

    
      	
            	
              1.11.

            	
              "Testing
      Services" means RGl's business, among other things, of 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 a paraffin preserved fresh or frozen
      tissue sample, which can help the physician choose the most appropriate
      therapy for a patient prior to starting treatment or assist a
      pharmaceutical company in Identifying the appropriate candidate patient
      population suitable for a therapy in development. Testing Services
      includes TLDA 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 406 of the Securities Act.

        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.12

            	
              "Third
      Party" shall mean any Person who is not a Party hereto or any of their
      Affiliates, References to recitals, clauses and, if applicable, schedules
      are to the recitals and clauses of and, if applicable, the schedules to,
      this Agreement. To the extent that there is conflict between or ambiguity
      relating to any schedules to this Agreement and the remainder of this
      Agreement, the wording of the schedules shall
  prevail.

            


    

     

    
      	
               
      

            	
              1.13

            	
              “FISH/IHC
      Testing Services” means molecular-based tumor tissue profiling [***]
      fluorescence in situ hybridization analysis of molecular markers of gene
      expression obtained from a tissue sample.  For the avoidance of
      doubt, FISH/IHC Testing Services shall not be deemed part of “Testing
      Services.

            


    

     

    
      	
               
      

            	
              1.14

            	
              “Analytical
      Services” means the evaluation and analysis of bioinformatics data,
      including the analysis and interpretation of gene expression data or other
      data, related to the performance or results related to the Testing
      Services or FISH/IHC Testing
Services.

            


    

     

    
      	
               
      

            	
              1.15

            	
              “TLDA
      Testing Services” means RNA isolation using a proprietary and patented
      extraction process developed by RGI from paraffin embedded tumor samples
      or fresh frozen tumor samples and qRT-PCR analysis using the TLDA
      system.

            


    

     

    
      	
               
      

            	
              1.16

            	
              
                “Preferred
      Provider” means RGI has met the preferred provider specifications
      [***]

              

            


    

     

    
      	
              2.

            	
              References
      to recitals, clauses and, if applicable, schedules are to the recitals and
      clauses of and, if applicable, the schedules to, this
      Agreement.  To the extent that there is conflict between or
      ambiguity relating to any schedules to this Agreement and the remainder of
      this Agreement, the wording of the schedules shall
  prevail.

            


    

     

    
      	
              3.

            	
              Any
      schedules to this Agreement form part of this Agreement and shall have the
      same force and effect as if expressly set out in the body of the Agreement
      and any reference to the Agreement shall include the schedules. Schedules
      may not be added to this Agreement except by the express written consent
      of both Parties.

            


    

     

    
      	
              4.

            	
              Words
      denoting the singular shall include the plural and vice versa and words
      denoting any gender shall include all genders unless the context otherwise
      requires.

            


    

     

    
      	
              5.

            	
              A
      reference to any Party shall include a reference to the legal successors
      to the whole or a substantial part of its undertaking and its permitted
      assignees.

            


    

     

    
      	
              6.

            	
              References
      to any statute or statutory provision shall, unless the context otherwise
      requires, be construed as a reference to that statute or provision as from
      time to time amended, consolidated, modified, extended, re-enacted or
      replaced.

            


    

     

    
      	
              7.

            	
              The
      headings preceding the text of the various provisions of this Agreement
      are for convenience of reference only and are not intended to, nor do
      they, define, limit or in any other way describe the scope of this
      Agreement or the intent of the provisions
  hereof.

            


    

     

    ARTICLE
1

     

    STATEMENT
OF WORK; STUDY DIRECTOR

     

    
      	
            	
              1.1 

            	
               Statement
      of Work

            


    

     

    
      	
            	
              1.1.1

            	
              RGI
      agrees to perform a study or studies which will involve Testing Services
      (hereinafter referred to as "Study") from time to time in accordance with
      a Statement of Work in the form of Exhibit B attached hereto ("SOW"), for
      the benefit of GSK or any Affiliate of GSK. Each SOW shall include as
      attachments (i) a detailed Protocol document ("Protocol") which shall be
      provided by GSK or prepared by RGI under GSK's direction and approved in
      writing by GSK, and which shall be attached to each SOW as Schedule I, and
      (ii) a pricing schedule in the form of Schedule Il to the SOW attached
      hereto ("Pricing Schedule"). An SOW shall not be effective unless it has
      been agreed upon in writing by both
Parties.

            


    

     

    
      	
            	
              1.1.2

            	
              The
      Pricing Schedule for the Testing Services shall be based upon the Testing
      Services Fee Schedule set forth in Exhibit A. The Pricing Schedule for the
      FISH/IHC Testing Services shall be based upon the FISH/IHC Testing
      Services Fee Schedules set forth in Exhibit A-1. The Pricing Schedule for
      the Analytical Testing Services shall be based upon the Analytical Testing
      Services Fee Schedules set forth in Exhibit A-2. The Pricing for the TLDA
      Testing Services shall be based upon the TLDA Testing Services Fee
      Schedule set forth in Exhibit A-3. Each SOW shall specify the Study
      design, information desired, estimated duration of the applicable Study,
      milestones and reporting (if applicable) and all other relevant matters
      pertinent to completion of such Study (except for pricing), and shall be
      deemed a part of this Agreement and is incorporated herein by reference.
      Each Pricing Schedule attached to a SOW shall specify the cost to GSK of
      the Services RGI is to perform in connection with such Study and shall be
      deemed a part of this Agreement and is incorporated herein by
      reference.

            


    

     

    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1.3

            	
              If
      requested by GSK, RGI shall consult with GSK to assist GSK in developing
      any Study design in a manner consistent with current regulatory
      guidelines. RGI represents that any such Study design and/or the results
      from any such Study shall satisfy the requirements of the U.S. Food and
      Drug Administration ("FDA") and the European Medicines Agency ("EMEA") at
      the time the Study design is
completed.

            


    

     

    
      	
            	
              1.2 

            	
              Study
      Director

            


    

     

    
      	
            	
              1.2.1

            	
              RGI
      shall appoint a study director ("Study Director") to be responsible to
      oversee the completion of each Study by RGI. The Study Director shall
      coordinate performance of the applicable Study with a representative
      designated by GSK ("GSK Representative"), which GSK Representative shall
      have responsibility over all matters relating to the performance of such
      Study on behalf of GSK.

            


    

     

    
      	
            	
              1.2.2

            	
              Unless
      otherwise agreed to in the applicable SOW, or by the Study Director and
      GSK Representative, all communications between RGI and GSK regarding the
      conduct of each Study pursuant to a SOW shall be addressed to or routed
      directly through the applicable Study Director and GSK Representative. RGI
      may substitute its Study Director and GSK may substitute the GSK
      Representative, as the case may be, during the course of a particular
      Study by providing written notice thereof to the other
    Party.

            


    

     

    
      	
            	
              1.3 

            	
              Corrective
      Measures

            


    

     

    
      	
            	
              1.3.1

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

            


    

     

    ARTICLE
2

     

    APPOINTMENT

     

    
      	
            	
              2.1

            	
              This
      Agreement will commence with effect, as defined herein, from the Effective
      Date and will continue for the Term, as defined in this Agreement, or
      until terminated in accordance with the provisions of Article
      9.  The parties shall have the right, but not the obligation, to
      extend the Term for one-year periods ("Renewal Term") beyond the initial
      Term by mutually agreeing in writing prior to expiration of the
      Term.

            


    

     

    
      	
            	
              2.2

            	
              Notwithstanding
      the foregoing, however, such Term shall continue in force with respect to
      all Studies being conducted under SOWs which have an effective date prior
      to the expiration of the term of this Agreement, until all such Studies
      have been completed, and the final report and any other pertinent
      Study-related documents for such Studies have been received by and
      completed to the reasonable satisfaction of GSK. All references in this
      Agreement to "Term of this Agreement" shall be deemed to include both the
      initial Term and any Renewal Terms.

            


    

     

    ARTICLE
3

     

    COMPENSATION

     

    
      	
            	
              3.1

            	
              GSK
      agrees to pay RGI according to the payment schedule set forth in the
      Pricing Schedule as part of the SOW. The Pricing Schedule shall be based
      on the unit pricing provided in Exhibits A, A1, A2 and A3 and shall
      specify the timing of the issuance of invoices applicable to the SOW.
      Absent an alternative arrangement agreed upon by the Parties for a
      particular SOW, RGl may issue invoices to GSK on a quarterly basis for
      Services provided pursuant to the Agreement. All payments due hereunder
      shall be paid by GSK net thirty (30) days upon receipt by GSK of an
      accurate, complete invoice. Absent terms in the SOW to the contrary,
      nothing in this Agreement shall be interpreted to require RGI to initiate
      any SOW or to require GSK to pay for work conducted pursuant to any SOW
      prior to the execution of the relevant SOW by RGI.   RGI
      shall be entitled to interest at the rate of prime plus one percent for
      any payments not timely made to it under this Agreement. In the event that
      GSK contests the validity or accuracy of amounts invoiced to it under the
      Agreement, no interest payments shall be required for amounts later
      determined to have been inappropriately invoiced. Prices and fees set
      forth in this Agreement will remain fixed during the Initial
      Term.

            


    

     

    
      	
            	
              3.2

            	
              GSK
      will pay RGI in consideration of the Services performed pursuant to this
      Agreement the following;

            


    

     

    
      	
            	
              3.2.1

            	
              For
      microdissection of tumor or normal tissue and isolation of RNA or DNA, GSK
      shall pay a fee of [***] per
sample.

            


    

     

    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.2.2

            	
              For
      Services, GSK shall pay according to the fee schedule set forth in
      Exhibits A, A-1, A-2 and A-3
hereto.

            


    

     

    
      	
            	
              3.2.3

            	
              Samples
      may include pre- and post-treatment biopsies as well as adjacent normal
      tissue excised from samples sent for analysis. Pre- Post- and Normal are
      considered three different types of
samples.

            


    

     

    
      	
            	
              3.2.4

            	
              Samples
      provided for analysis must meet mutually agreed upon specified criteria
      for tumor content and slide preparation which includes, but is not limited
      to, providing compliance with sample preparation instructions, and
      compliance with packaging, delivery and shipping requirements and
      instructions. RGI will make reasonable efforts to pre-screen the samples
      for sufficiency prior to analysis and if RGI in its discretion eliminates
      insufficient or deficient samples prior to performing any analysis, RGI
      will not charge GSK for that sample. Assuming that the samples provided by
      GSK for analysis meet agreed upon specified criteria, RGI agrees to
      extract RNA from at least [***] of the samples, calculated on an
      annual basis. If RGI is unable to extract RNA from at least [***] of
      the samples that meet RGl's criteria, calculated on an annual basis, GSK
      shall not be charged for those samples from which RGI was unable to
      extract RNA. If RGI is able to extract RNA from at least [***] of the
      samples that meet RGl's criteria, calculated on an annual basis, GSK shall
      nevertheless be charged for all samples if the non-conformance to RGI
      criteria could not have reasonably been determined by RGI without having
      performed the analysis first.

            


    

     

    
      	
            	
              3.2.5 

            	
              Samples,
      for the purposes of this Agreement, may include samples from any
      GSK-funded source or sponsored samples deemed of interest to
      GSK.

            


    

     

    
      	
            	
               

            	
              3.3
      GSK
      agrees to make a non-refundable Upfront Payment of $1,300,000 on or before
      December 31, 2008. This payment of $1,300,000 may be credited against
      future work undertaken in the period beginning on January 1, 2009 and
      ending on December 31, 2010. (the “Credit Period”.  If GSK
      submits samples to RGI during the Credit Period which generate payment
      obligations exceeding the Upfront Payment, then GSK shall make payment to
      RGI in the amount which exceeds the Upfront Payment.  If GSK
      sends samples to RGI during the Credit Period which do not generate
      payment obligations sufficient to meet the amount of the Upfront Payment,
      RGI shall retain the excess amount.

            


    

     

    ARTICLE
4

     

    PERFORMANCE
OF THE SERVICES - SERVICE PROVISIONS

     

    
      	
            	
              4.1

            	
              RGI
      shall provide a turnaround time of no longer than two (2) months for
      performance of Testing Services for retrospective samples delivered to RGI
      in that time period, subject to the conditions set forth in ¶ 4.2
      herein.  If requested in advance by GSK, RGI shall provide a
      turnaround time of seven (7) business days for performance of RT-PCR
      Testing Services (up to 6 genes plus a housekeeping gene) for up to a
      maximum of [***] prospective samples delivered to RGI in that time
      period, on the condition that any such samples shall be subject to
      a [***] surcharge over the fees set forth in Exhibit A. If more
      than [***] prospective samples are provided in any seven (7) business
      day time period, RGI shall turnaround the excess above [***] in the
      next 7 business day period, and the [***]
      surcharge shall also apply to such samples.  Such excess samples
      shall be included in the [***] sample maximum for the next 7 business
      day period.

            


    

     

    
      	
            	
              4.2

            	
              To
      assist RGI to expeditiously perform the Testing Services, GSK will use
      reasonable efforts to evenly distribute samples sent to RGI for testing
      throughout each quarter and year. If samples for anyone quarter will
      exceed [***] GSK shall provide RGI notice of how many samples it
      expects to deliver and of what mutually agreeable genes it will be
      requesting analysis of at least two (2) quarters in advance to allow RGI
      sufficient time to supplement resources (personnel, equipment, materials,
      etc.) or to develop probes or primers, as necessary, in order to analyze
      the samples expected. If GSK provides such notice to RGI, then GSK shall
      make best efforts to deliver to RGI for testing samples equaling the
      estimated sample number. If GSK does not provide such samples for testing,
      RGI and GSK shall discuss and negotiate in good faith to compensate RGI
      for any unused investments RGI made in anticipation of such
      samples.

            


    

     

    
      	
            	
              4.3

            	
              RGI
      will perform the Testing Services. in compliance  with the
      applicable laws, regulations, and guidelines governing the performance of
      the Testing Services, including those relating to Good Laboratory
      Practices, CAP and CLIA.

            


    

     

    
      	
            	
              4.4

            	
              RGI
      shall use reasonable efforts to provide facilities, supplies and staff
      necessary to complete each Study as provided in the applicable SOW, as it
      may be modified as provided herein, and in accordance with the terms of
      this Agreement.

            


    

    
       

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

          

        

         

      

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.5

            	
              GSK's
      representatives may visit RGl's laboratory and premises at reasonable
      times, on reasonable prior notice, and with reasonable frequency during
      normal business hours to observe the progress of any Study, and any and
      all information and results derived therefrom. RG I shall assist GSK in
      scheduling such visits.

            


    

     

    
      	
            	
              4.6

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

            


    

     

    
      	
            	
              4.7

            	
              RGI
      agrees to comply with all provisions of the Generic Drug Enforcement Act
      of 1992. RGI further agrees to submit to GSK, upon request upon completion
      or termination of the Testing Services, a certification that neither RGI
      nor any of its employees has been debarred by the FDA under the provisions
      of the Act and that RGI 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.

            


    

     

    
      	
            	
              4.8

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

            


    

     

    
      	
            	
              4.9

            	
              In
      the event of a conflict in government regulations, GSK shall, upon request
      by RGI, designate which regulations shall be followed by RGI in Its
      performance of a particular Study.

            


    

     

    
      	
            	
              4.10

            	
              RGI
      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 RGI, whether written or physical (such as
      notebooks, original or raw data, protocols, interim or final report
      copies). The Study Archives shall be considered to be Confidential
      Information of GSK. RGI will maintain the samples provided to it for
      testing under this agreement in accordance with the usual and customary
      standards for maintaining such materials. Upon request by GSK, RGI will
      provide sample materials to GSK or a copy of documents from the Study
      Archives, at GSK's expense. To the extent that samples are transferred to
      GSK, responsibility for maintaining such samples will then be undertaken
      by GSK. The samples and Study Archives are to be retained and archived by
      RGI for a period of not less than ten (10) years following the completion
      of the relevant SOW.

            


    

     

    
      	
            	
              4.11

            	
              Following
      the end of the relevant ten (10) year retention period, RGI further agrees
      that no samples or records originating from any Services conducted under
      this Agreement and retained in RGl's possession as Study Archives will be
      permanently disposed of or destroyed by RGI without the prior written
      permission of GSK. GSK agrees that such written permission will not be
      unreasonably withheld; provided, however, that in lieu of the granting of
      permission for such disposal, GSK shall have the right at the time such
      permission for disposal is requested by RGI to claim such materials and to
      have RGI transmit such materials to GSK, by a carrier of GSK's choice and
      at GSK's expense. In the event RGI requests such permission to dispose of
      the samples or Study Archives from GSK under the provisions of notice
      contained in this Agreement, and no response is received from GSK within
      four (4) weeks, RGI shall be deemed to have received from GSK permission
      for permanent disposal.

            


    

     

    
      	
            	
              4.12

            	
              GSK
      may, at a reasonable time upon reasonable prior notice, obtain access to
      the samples and Study Archives, provided that GSK complies with RGI's
      reasonable access and control procedures relating to such
      materials.

            


    

     

    
      	
            	
              4.13

            	
              RGI
      represents that each of its personnel, employees, agents, representatives,
      subcontractors or invitees who shall perform any Study hereunder shall
      abide by the provisions of Article 4 hereof. RGI agrees that each of its
      personnel, employees, agents, representatives, subcontractors or invitees
      who shall perform any Study hereunder shall be at least eighteen (18)
      years old or legal age, whichever is
older.

            


    

     

    
      	
            	
              4.14

            	
              
                GSK
      hereby appoints RGI as a preferred provider for the services which are
      subject to this agreement.
[***]

              

            


    

     

    ARTICLE
5

     

    CONFIDENTIALITY

     

    
      	
            	
              5.1

            	
              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:

            


    

    
       

      
        
          
            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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              5.1.1

            	
              To
      use the Confidential Information received from the Disclosing Party and
      subject to the provisions of Section 6 hereto, solely and exclusively for
      the Purpose; and

            


    

     

    
      	
            	
              5.1.2

            	
              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 5.2;
      and

            


    

     

    
      	
            	
              5.1.3

            	
              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 sale purpose of determining its obligations under this
      Agreement but may make no further use of such Confidential Information
      whatsoever.

            


    

     

    
      	
            	
              5.2

            	
              Notwithstanding
      clause 5.1, if RGI 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 RGI shall
      procure that each such person to whom or which Confidential Information is
      to be disclosed:

            


    

     

    
      	
            	
              5.2.1

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

            


    

     

    
      	
            	
              5.2.2 

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

            


    

     

    
      	
            	
              5.3

            	
              Nothing
      in clause 5.1 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 5.3 it shall only make a disclosure to the
      extent to which it is obliged.

            


    

     

    
      	
            	
              5.4 

            	
              The
      provisions of clause 5.1 shall not apply to any Confidential Information
      which:-

            


    

     

    
      	
            	
              5.4.1

            	
              The
      Receiving Party can demonstrate by its written records, was already in the
      possession of the Receiving Party and at its free use and disposal or
      generally and conveniently available to the public prior to its disclosure
      by the Disclosing Party hereunder (through in each case no fault of the
      Receiving Party or any of its Affiliates or no breach of this Agreement by
      the Receiving Party); or

            


    

     

    
      	
            	
              5.4.2

            	
              Is
      purchased or otherwise legally acquired by or becomes available to the
      Receiving Party at any time from a Third Party which is not prohibited
      from disclosing such Confidential Information;
  or

            


    

     

    
      	
            	
              5.4.3

            	
              Comes
      into the public domain, otherwise than through the fault of the Receiving
      Party or at the time of disclosure is in the public domain;
    or

            


    

     

    
      	
            	
              5.4.4

            	
              The
      Receiving Party can demonstrate by its written records was developed by or
      for the Receiving Party independently of the disclosure of Confidential
      Information by the Disclosing Party or its
  Affiliates.

            


    

     

    
      	
            	
              5.5

            	
              The
      obligations of each Party in this clause 5 shall survive for a period of
      ten years from the date of disclosure of such
  information.

            


    

     

    
      	
            	
              5.6

            	
              Each
      of the Parties agrees that damages may not be an adequate remedy for
      breach of this clause 5 and that, accordingly, each Party shall be
      entitled to seek injunctive or other equitable
  relief.

            


    

     

    ARTICLE
6

     

    INTELLECTUAL
PROPERTY

     

    
      	
            	
              6.1

            	
              Except
      as otherwise provided herein, all title to any and all inventions,
      improvements and data, whether or not patentable, and copyrightable works,
      which result from the performance of any Study hereunder shall reside with
      GSK, subject to the remaining provisions of this Article
  6.

            


    

     

    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.2

            	
              RGI
      will make reasonable efforts to disclose to GSK all inventions and
      improvements (whether patentable or not) and all copyrightable works made
      by it which are governed by Section 6.1. RGI agrees, upon GSK's written
      request, to cooperate at GSK's expense in formally assigning title to GSK
      to such inventions, improvements and copyrightable works, and to assist
      GSK in obtaining patent or copyright protection to such intellectual
      property.

            


    

     

    
      	
            	
              6.3

            	
              Subject
      to the remaining provisions of this Article 6, RGI agrees that all
      original works of authorship prepared by or for RGI in the performance of
      any Study hereunder shall be works for hire, and GSK shall own such works
      and all copyrights therein. For any original such works of authorship
      that, under the copyright laws of the United States, may not be considered
      works for hire, RGI agrees to reasonably cooperate with GSK in protecting
      its rights in such works. Such works shall be deemed to be the property of
      GSK, and shall be included in the Confidential Information of GSK under
      this Agreement.

            


    

     

    
      	
            	
              6.4

            	
              RGI
      owns, and GSK acknowledges RGl's ownership of, (i) the Testing Services,
      including RGl'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 associated therewith (the "Intellectual
      Property"), 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 which may be owned by RGI at any time. It is
      understood that neither GSK nor any Affiliate shall acquire or claim title
      to the Testing Services, algorithms, research and development, or the
      Intellectual Property by virtue of this Agreement, including any
      improvements or modifications thereto which are developed during the
      course of RGI's performance under the Agreement, the Parties intending
      that all utilization of the Testing Services, algorithms and relating
      Intellectual Property by GSK shall at all times inure to the exclusive
      benefit of RGI.

            


    

     

    
      	
            	
              6.5

            	
              For
      the avoidance of doubt, the gene expression values produced and/or
      developed by the Testing Services ("gene expression values"), as well as
      all designs, developments, ideas, discoveries, inventions and information
      designed, developed, discovered, invented, produced or originated by GSK
      independent of RGI in the course of or as a result of GSK's use or
      analysis of the gene expression values provided to GSK by RGI pursuant to
      this Agreement shall be the sole property of GSK. All such designs,
      developments, ideas, discoveries, inventions and information shall be part
      of the Confidential Information of GSK. In the event GSK decides, at its
      discretion, to seek patent, copyright or other protection (whether in the
      United States or elsewhere) in relation to any of same, or to publish the
      gene expression values, GSK shall acknowledge RGI's ownership of the
      property set forth in clause 6.4, that the Testing Services and process by
      which the gene expression values were produced are proprietary to RGI, and
      that the gene expression values were produced using RGI's proprietary
      process. RGI shall reasonably cooperate with GSK in the filing of any
      necessary applications and in otherwise applying for, obtaining or
      maintaining patent, copyright or other protection subject to GSK's
      acknowledgement, as set forth in this paragraph, and to GSK bearing all
      necessary costs and expenses in relation
  thereto.

            


    

     

    
      	
            	
              6.6

            	
              RGI
      shall be entitled to utilize the gene expression values (although GSK
      retains ownership of the gene expression values) only for the purposes of
      this Agreement, and any designs, developments, ideas, discoveries,
      inventions and information designed, developed, discovered, invented,
      produced or originated by RGI independent of GSK in the course of or as a
      result of RGI's use of the gene expression values provided to GSK by RGI
      pursuant to this Agreement shall be the sole and absolute property of GSK.
      All such designs, developments, ideas, discoveries, inventions and
      information shall be part of the Confidential Information of GSK. RGI
      shall reasonably cooperate with GSK in the filing of any necessary
      applications and in otherwise applying for, obtaining or maintaining
      patent, copyright or other protection with regard to any such designs,
      developments, ideas, discoveries, inventions and information, subject to
      GSK bearing all necessary costs and expenses in relation
      thereto.

            


    

     

    
      	
            	
              6.7

            	
              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 unauthorised copies of such material or
  software.

            


    

     

    
      	
            	
              6.8

            	
              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.

            


    

     

    
      	
            	
              6.8.1

            	
              GSK
      shall provide RGI with sufficient amounts of all compounds, materials,
      samples or other substances (collectively, the "Test Materials") with
      which to perform each Study, as well as sufficient and comprehensive data
      as may be reasonably required by RGI concerning the stability, proper
      storage and safety requirements with respect to such Test Materials. Such
      Test Materials shall remain the property of GSK at all times, shall be
      used by RGI solely for purposes of performing this Agreement and shall be
      properly stored by RGI in accordance with the SOW or as otherwise agreed
      by the Parties.

            


    

     

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

        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.8.2

            	
              Upon
      completion of any Study, upon request by GSK, any remaining untested
      samples of the Test Materials provided for such Study shall be returned to
      GSK for retention in compliance with applicable regulatory
      requirements.

            


    

     

    ARTICLE
7

     

    RELATIONSHIP
OF THE PARTIES

     

    
      	
            	
              7.1

            	
              It
      is understood that in the performance of this Agreement that RGI 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 GSK and RGI or GSK or any
      of the Relevant Staff.

            


    

     

    
      	
            	
              7.2

            	
              RGI
      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 RGI 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 GSK nor
      shall GSK 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
      RGI.

            


    

     

    
      	
            	
              7.3

            	
              Neither
      GSK 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.

            


    

     

    ARTICLE
8

     

    REPRESENTATION
AND WARRANTIES -INDEMNIFICATION

     

    
      	
            	
              8.1 

            	
              RGI
      represents and warrants that RGI and the Relevant
  Staff:

            


    

     

    
      	
            	
              8.1.1

            	
              Have
      the appropriate level of expertise and qualifications and the necessary
      ability to undertake the work required under this Agreement;
      and

            


    

     

    
      	
            	
              8.1.2

            	
              Are
      not prevented or restricted by any obligations owed to a third Party or
      otherwise in any way from performing the
  Services.

            


    

     

    
      	
            	
              8.2

            	
              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 Study under this
  Agreement

            


    

     

    
      	
            	
              8.3

            	
              In
      addition to any other indemnification provided herein, RGI agrees to
      indemnify, defend and hold GSK and its affiliates, shareholders, officers,
      directors, employees, agents, successors and assigns harmless from and
      against any and all claims, suits, actions, liabilities, losses, costs,
      reasonable attorneys' fees, expenses, judgments or damages, whether
      ordinary, special or consequential (collectively, the "Indemnified
      Amounts"), arising out of (i) RGI's negligence in the performance of any
      Study, (ii) any wrongful acts or omissions in the performance by RGI of
      any Study, whether such actions are of RGI, its employees, agents,
      representatives, subcontractors or invitees or (iii) any material breach
      of this Agreement by RGI, its employees, agents, representatives,
      subcontractors or invitees.

            


    

     

    
      	
            	
              8.4

            	
              In
      addition to any other indemnification provided herein, GSK agrees to
      indemnify, defend and hold RGI and its affiliates, shareholders, officers,
      directors, employees, agents, successors and assigns harmless from and
      against any and all Indemnified Amounts arising out of (i) GSK's
      negligence in the conduct of the activities to be performed by GSK under
      this Agreement, (ii) any wrongful acts or omissions in the conduct of the
      activities to be performed by GSK under this Agreement, whether such
      actions are of GSK, its employees, agents, representatives, subcontractors
      or invitees or (iii) any material breach of this Agreement by GSK, its
      employees, agents, representatives, subcontractors or
      invitees.

            


    

     

    
      	
            	
              8.5

            	
              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 compiete 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.

            


    

     

    ARTICLE
9

     

    TERMINATION

     

    
      	
            	
              9.1

            	
              Either
      Party ("the Non-Defaulting Party") may terminate this Agreement by notice
      in writing if (a) the other Party commits or permits a material breach of
      this Agreement which is incapable of remedy, or if capable of remedy, the
      breaching Party fails to cure that breach within ninety (90) days of
      receiving written notice thereof from the Non-Defaulting Party; or (b) the
      other Party ceases to exist as a going concern as a result of bankruptcy
      or insolvency.

            


    

     

    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              9.2

            	
              In
      the event of termination of this Agreement and/or any Study performed
      under this Agreement, RGI shall use all reasonable efforts to minimize any
      further costs and RGI shall be reimbursed only 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 RGI is
      otherwise obliged to provide Services after such
      termination.  In the event of termination, any remaining credit
      from the Upfront Payment shall remain with
RGI.

            


    

     

    
      	
            	
              9.3

            	
              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.

            


    

     

    
      	
            	
              9.4

            	
              Articles
      5, 6, 7, 12, 13, 15, and 17 shall survive termination of this Agreement
      for whatever reason.

            


    

     

    
      	
            	
              9.5

            	
              The
      Parties may terminate this Agreement at any time by mutual agreement in
      writing, executed by both Parties.

            


    

     

    ARTICLE
10

     

    FORCE
MAJEURE

     

    
      	
            	
              10.1

            	
              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 10.3, 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.

            


    

     

    
      	
            	
              10.2

            	
              If
      either Party is prevented or delayed in the performance of any of its
      obligations under this Agreement by force majeure, 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, and shall
      subject to service of such notice and to clauses 10.3 and 10.4, have no
      liability in respect of the performance of such of its obligations as are
      prevented by the force majeure event 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.

            


    

     

    
      	
            	
              10.3

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

            


    

     

    
      	
            	
              10.4

            	
              If
      either Party is prevented from performance of its obligations for a
      continuous period in excess of three (3) months due to force majeure, 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.

            


    

     

    
      	
            	
              10.5

            	
              Notwithstanding
      anything in this provision 10 to the contrary, no Force Majeure Condition
      shall relieve GSK of the obligation to pay for Testing Services which have
      already been completed by RGI.

            


    

     

    ARTICLE
11

     

    NOTICE

     

    
      	
              11.1

            	
              Any
      notice required by this Agreement to be given to either Party shall be in
      writing and shall be served by 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.
      Any notice or other document to be given under this Agreement shall be
      deemed to have been duly given if left at or sent to the address, or If
      more than one is listed, to the addresses, referred to in clause 11.2
      by:

            


    

     

    
      	
            	
              11.1.1 

            	
              hand
      or courier;

            


    

     

    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              11.1.2 

            	
              first
      class post, express or other fast postal service (airmail if abroad);
      or

            


    

    


    
      	
            	
              11.1.3 

            	
              registered
      post; or

            


    

    


    
      	
            	
              11.1.4 

            	
              facsimile
      or other electronic media.

            


    

     

    
      	
            	
              11.1.5 

            	
              Any
      such notice or other document shall be deemed to have been received by the
      addressee two (2) working days following the date of dispatch of the
      notice or other document by post (five (5) working days, if sent by
      airmail) or, where the notice or other document is sent by hand or courier
      or is given by facsimile or other electronic media, simultaneously with
      the delivery or transmission. To prove the giving of a notice or other
      document it shall be sufficient to show that it was
      dispatched.

            


    

     

    
      	
            	
              11.1.6 

            	
               The
      initial details for the purposes of clause 11.1
  are:

            


    

     

    For
GSK

    [***]

    [***]

    [***]

    [***]

    (tel)
[***]

    (fax)
[***]

     

    With a
copy to

     

    GSK

     

    Attn:
R&D General Counsel

     

    [***]

     

    [***]

     

    For
RGI

    Attn:
Kathleen Danenberg

    President
and CEO

    Response
Genetics, Inc.

    1640
Marengo Street Suite 600

    Los
Angeles, CA 90033

    Tel:
323-224 3900

    Fax:
323-224-3096

    


     

    With a copy to:   
Denise L. McNairn, Esq.

    Vice President and General
Counsel

    -and-

     

    WILLKIE
FARR & GALLAGHER LLP

    Attn:
Thomas Meloro, Esq.

    787
Seventh Avenue

    New York,
NY 10019-6099

    Tel:
212-728-8248

    Fax:
212-728-8111

    


    
      
        
          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

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12

     

    GOVERNING
LAW AND JURISDICTION

     

    
      	
            	
              12.1

            	
              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 disputes arising under this
      Agreement shall be presented exclusively before the State Courts for the
      State of New York or the Federal District Courts of New York. Each Party
      hereby submits itself to the personal jurisdiction and venue of such
      courts in connection with any such proceedings, and agrees to accept
      service of process by mail.

            


    

     

    ARTICLE
13

     

    ENTIRE
AGREEMENT, AMENDMENT OR VARIATION

     

    
      	
            	
              13.1

            	
              This
      Agreement sets out the entire agreement and understanding between the
      Parties regarding the subject matter of this Agreement and supersedes all
      prior discussions, arrangements and agreements, whether oral or in writing
      or which may be inferred from the conduct of the
  Parties.

            


    

     

    


     

    
      	
            	
              13.2

            	
              No
      other terms and conditions (including any standard terms and conditions of
      GSK, RGI or their Affiliates) shall apply in relation to this Agreement or
      the provision of the Services or of any other Services by RGI to GSK, save
      for any additional terms and conditions specifically agreed to in writing
      hereafter by the Parties.

            


    

     

    
      	
            	
              13.3

            	
              Any
      amendment or modification to this Agreement shall be made in writing and
      signed by both Parties.

            


    

     

    ARTICLE
14

     

    VALIDITY/SEVERABILITY

     

    
      	
            	
              14.1

            	
              The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision, which
      shall remain in full force and effect. The Parties shall use their
      reasonable efforts to achieve the purpose of the invalid provision by a
      new legally valid stipulation.

            


    

     

    ARTICLE
15

     

    ASSIGNMENT

     

    
      	
            	
              15.1 

            	
              Either
      Party may assign this Agreement in whole or in
  part.

            


    

     

    ARTICLE
16

     

    WAIVER

     

    
      	
            	
              16.1

            	
              The
      failure of either Party to exercise any right or remedy under this
      Agreement shall not be deemed to be a waiver of such right or remedy. Any
      waiver in respect of any breach of any provision of this Agreement which
      is made in writing shall be valid but shall not be construed to be a
      waiver of any succeeding breach of such a
  provision.

            


    

     

    ARTICLE
17

     

    ANNOUNCEMENTS

     

    
      	
            	
              17.1

            	
              Neither
      Party shall publish the existence or subject matter of this Agreement
      without the prior written consent of the other Party, such consent not to
      be unreasonably withheld or delayed. RGI may report to the U.S. Securities
      and Exchange Commission (“SEC”) any information regarding this Agreement
      which it reasonably deems advisable or
  necessary.

            


    

     

    
      	
            	
              17.2

            	
              No
      oral or written release of any statement, information, advertisement or
      publicity matter having any reference to either GSK or RGI, express or
      implied, shall be used by the other Party or on the other Party's behalf,
      unless and until such matter shall have first been submitted to and
      received the approval in writing of the Party whose name is being
      used.

            


    

     

    ARTICLE
18

     

    PERMITS

     

    
      	
            	
              18.1 

            	
              RG
      I shall obtain and pay for all permits, governmental fees, and licenses
      necessary for the Studies to be performed hereunder and shall obtain all
      required inspections, authorizations and approvals prior to commencement
      of any Study hereunder.

            


    

     

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

        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
19

     

    RECORDS

     

    
      	
            	
              19.1

            	
              RGI
      agrees to maintain for a period of two years after the termination or
      expiration of this Agreement adequate records of, and copies of all
      receipts for expenses incurred in connection with, the performance of the
      Services and allow access to GSK and its authorised representatives to
      inspect such records and receipts upon reasonable
  notice.

            


    

     

    ARTICLE
20

     

    LABORATORY
VISITS

     

    
      	
            	
              20.1

            	
              GSK's
      representatives may visit RGI's facilities at reasonable times, on
      reasonable prior notice, and with reasonable frequency, during normal
      business hours to observe the progress of the Testing Services. RGI will
      assist GSK in scheduling such
visits.

            


    

     

    ARTICLE
21

     

    FDA
VISITS

     

    
      	
            	
              21.1

            	
              At
      GSK's request, a representative of RGI shall accompany GSK to FDA to
      explain or discuss any and all aspects of the Testing Services. Such visit
      or visits to the FDA shall be arranged at times mutually agreeable to GSK
      and RGI. All reasonable travel and living expenses incurred by RGI in
      connection with such visits shall be reimbursed by
  GSK.

            


    

     

    
      	
            	
              21.2

            	
              RGI
      shall notify GSK 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, clinical samples, or materials
      pertaining to the services performed by RGI under this Agreement. RGI
      shall notify GSK of such request prior to permitting any Third Party
      access, unless prior notice is not reasonably
  feasible.

            


    

     

    
      	
            	
              21.3

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

            


    

     

    ARTICLE
22

     

    COUNTERPARTS

     

    
      	
            	
              22.1

            	
              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
23

     

    EXHIBITS

     

    
      	
            	
              23.1

            	
              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.

            


    

     

    
      IN
WITNESS whereof the Parties have executed this Agreement on the date above
written.

       

      Signed
for and on behalf of SmithKline Beecham Corporation by

       

      
        
          
            
              
                
                  
                    
                      	
                                             
      

                            	
                              Signature

                            	 
      	
                              Date

                            	
                                           
      

                            	 
	
                              Name:

                            	 
      	 
      	 
      	 
      	 
	
                              Title:

                            	 
      	 
      	 
      	 
      	 
	
                              SmithKline
      Beecham Corporation

                            	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	
                              Signed
      for and on behalf of Response Genetics Inc. by

                            	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	
                                                      
      

                            	
                              Signature

                            	 
      	
                              Date

                            	
                                       
           

                            	 
	
                              Kathleen
      Danenberg

                            	 
      	 
      	 
      	 
      	 
	
                              Chief
      Executive Officer

                            	 
      	 
      	 
      	 
      	 
	
                              Response
      Genetics Inc.

                            	 
      	 
      	 
      	 
      	 


                    

                  

                

              

            

          

        

      

       

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

          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Response
Genetics List of Services

       

       EXHIBIT A

      TESTING
SERVICES FEE SCHEDULE

      
        
          
            
              
                
                  
                    
                      	
                              Research Service [***]

                            	
                              Cost/[***]

                            	
                              Explanation of
      Service

                            
	
                              [***]

                               

                              [***]

                            	
                              [***]

                            	
                              [***]

                               

                              [***]

                            
	
                              [***]

                              [***]

                            	
                              [***]

                            	
                              [***]

                            
	
                              [***]

                            
	[***]	
                              [***]

                            	[***]
	
                              [***]

                            	
                              
                                [***]

                                 

                                [***]

                              

                            	
                              [***]

                               

                              [***]

                            
	[***]	[***]	 
      
	[***]	[***]	[***]
	[***]	[***]	
                              [***]

                              [***]

                              [***]

                            
	[***]	
                              [***]

                               

                              [***]

                               

                              [***]

                            	 
      
	
                              [***]

                            	 
      -	 
      -


                    

                  

                

              

            

          

        

      

      [***]; A [***]% surcharge on all processing fees apply for expedited
service.

       

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

          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A-1

      FISH/IHC
TESTING SERVICES FEE SCHEDULE

      


      
        
          	
                  FISH/IHC

                	
                  Cost

                	
                  Explanation
      of 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 406 of the Securities Act.

          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A-2

      


      ANALYTICAL
SERVICES FEE SCHEDULE

      


      GSK
will compensate RGI for Analytical Services performed by RGI at the rate of
[***] per hour, not to exceed [***] per day.

       

      [***]

       

      
        
          
            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
A-3

       

      [***] TESTING
SERVICES FEE SCHEDULE

       

      
        
          
            
              
                	
                        [***] Services

                      	
                        Cost

                      	
                        Explanation
      of Service

                      
	
                        [***]

                      	
                        [***]

                         

                        $[***]/Sample

                         

                      	
                        [***]

                      


              

               

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

                  

                

                
                  17

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

      EXHIBIT
B

      


      SAMPLE

      STATEMENT
OF WORK NO. 01 TO

      MASTER
LABORATORY SERVICES AGREEMENT

      


      THIS
STATEMENT OF WORK is entered into as of the (»»»»») 1st day of ( ) (the
"Effective Date") by and between Sjv1ITHKLlNE BEECHAM CORPORATION, a
Pennsylvania corporation, d/b/a GlaxoSmithKline, ("GSK") and Response Genetics,
Inc.("RGI").

      


      WHEREAS, GSK and RGI have entered into
a Master Laboratory Services Agreement dated as of ( ) (as amended or modified
from time to time, the "Agreement";

      terms
defined therein are used herein as defined therein unless otherwise defined
herein); and

      


      WHEREAS, RGI has agreed to perform
Studies from time to time for GSK on the terms of the Agreement and the
applicable Protocol, Statement of Work and Pricing Schedule; and

      


      WHEREAS, this Statement of Work is one
of the Statements of Work referred to in the Agreement;

      


      NOW, THEREFORE, in consideration of the
premises and any sums to be paid, the Parties hereby agree to the following
terms, conditions and specifications in connection with the Study to be
conducted hereunder:

      


      1. Statement of Work. RGI agrees to
conduct the study
entitled"(»>>>>>>>>>>>>>>) (the
"Protocol") attached hereto as Schedule I and made a part hereof.

      


      2. Study Director. The Study will be
conducted under the direction (,,,,),  as the study director (the
"Study Director"). By signing this Statement of Work, the Study Director agrees
to be bound by the terms and conditions of this Statement of Work and the
Agreement to the extent that such terms and conditions relate to the Study
Director. The Study Director hereby acknowledges receiving and reading a copy of
the Agreement.

      


      3. Payment. In consideration of
conducting the Study hereunder, GSK shall pay RGI in accordance with the budget
and payment schedule set forth in the Pricing Schedule attached hereto as
Schedule A and made a part hereof.

      


      4. Term. Unless the Study is terminated
earlier in accordance with the provisions of the Agreement, the term of this
Statement of Work shall commence on the Effective Date and shall continue in
force until the Study has been completed, and all reports and other documents as
required by the Protocol, including without limitation the final report, have
been received by and completed to the reasonable satisfaction of GSK. RGI shall
use its best efforts to deliver to GSK of all reports and documents referenced
in this Section 4, within 30 days of completion of Study B-1

      


      5. Material Transfer Agreement. In the
event the Test Materials are to be provided by GSK to RGI for the Study, they
shall be transferred to RGI under the terms of the Material Transfer Agreement
attached hereto as Schedule III.

      


      6. Incorporation by Reference. The
terms and conditions of this Statement of Work and all Schedules hereto are
hereby incorporated into and made a part of 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 406 of the Securities Act.

          

        

        
          18

          
            

          

        

        
          
          

        

         

      

      7. Amendment. Any amendments to this
Statement of Work of the Schedules attached hereto shall be documented by
written amendment signed by authorized representatives of both Parties and shall
be attached hereto.

      


      IN WITNESS WHEREOF, the
Parties hereto have duly executed this Statement of Work as of the Effective
Date by their authorized representatives.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        RGI

                                                      	 
      	 
      	
                                                        SMITHKLlNE
      BEECHAM CORPORATION

                                                      
	 
      	 
      	 
      	
                                                        (d.b.a.
      GlaxoSmithKline

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        By:

                                                      	
                                                                  
      

                                                      	 
      	
                                                        By:

                                                      	
                                                            
      

                                                      
	
                                                        [Signature]

                                                      	 
      	
                                                        [Signature]

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Name:

                                                      	
                                                                     
      

                                                      	 
      	
                                                        Name:

                                                      	
                                                                 
         

                                                      
	
                                                        [Print]

                                                      	 
      	 
      	
                                                        [Print]

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Title:

                                                      	
                                                                     
      

                                                      	 
      	
                                                        Title:

                                                      	
                                                                  
      

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Date:

                                                      	
                                                                    
      

                                                      	 
      	
                                                        Date:

                                                      	
                                                                         
      

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        AGREED
      AND ACCEPTED:

                                                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                        
      

                                                      	 
      	 
      	 
      
	
                                                        Study
      Director

                                                      	 
      	 
      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            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.

          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
I

      PROTOCOL

      Protocol

      


      Date

      


      1.0
Title:

      


      2.0
Study Numbers:

      


      3.0
Purpose:

      


      4.0
Testing Facility:

      Study
Director:

      


      5.0
Client:

      Client
Representative:

      


      6.0 Proposed Study
Dates:

      Study
Start Date:

      Study
Termination Date:

      


      7.0
Sample Type:

      Type of
Samples:

      Number of
Samples:

      Precautions:

      Test
System Justification:

      


      8.0 Chain of Custody
Procedure: To ensure end-to-end chain-of-custody, the following
procedures have been established and will be followed for all human blood
samples:

      


      9.0
Results Report and Final Report:

      


      10.0 Good Laboratory Practice:
This study will be conducted under the guidelines of Good Laboratory
Practice as promulgated by the Food and Drug Administration 21 CFR
58.

      


      11.0
Approvals

      


      


      
        
          
            
              
                	       
      	       
      
	
                        Client
      Representative

                      	
                        Date

                      
	 
      	 
      
	       
          	      
      
	
                        Study
      Director

                      	
                        Date

                      


              

               

              
                
                  
                    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.

                  

                

                
                  20

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

      SCHEDULE
II

      PAYMENT
SCHEDULE AND INVOICING INSTURCTIONS

      


      PAYMENT
SCHEDULE

      


       

      
        
          
            
              
                	
                        Milestone

                      	
                        Payments

                        (US
      $)

                      	
                        Approx.
      % of total

                      	
                        Projected
      date

                      	
                        For
      Admin

                        use
      only

                      
	[***]	 
      	 
      	 
      	 
      
	[***]	 
      	 
      	 
      	 
      
	[***]	 
      	 
      	 
      	 
      
	
                        [***]

                      	 
      	 
      	 
      	 
      


              

            

          

        

      

       

      INVOICING
INSTRUCTIONS

       

      GSK shall
pay Response Genetics, Inc. within thirty (30) days following receipt of an
original invoice as detailed below.  The following shall be clearly
noted on all invoices
submitted for processing:

       

      
        
          	
                  1.
      “INVOICE” stated
      at the top

                
	
                  2.
      Supplier/Vendor’s Invoice Number and Date

                
	
                    3. GlaxoSmithKline

                   
      GSK Information

                   

                  [***]

                  [***]

                  [***]

                  [***]

                  [***]

                
	
                  4.
      For electronic payment*: Bank Account Name/Address and Routing
      details

                
	
                  5.
      Tax ID number or SS# **

                
	
                  6.
      Detailed description of Services or Contract
  Milestone***

                
	
                  7.
      Amount of invoice

                
	
                  [***]

                  [***]

                  [***]

                	
                  All checks shall be made payable
      to:

                  Response
      Genetics, Inc.

                  1640
      Marengo Street, 6th Floor

                  Los
      Angeles, CA 90033

                


        

      

      


      
        
          
            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.

          

        

        
          21