Exhibit 10.8


 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 


REFERENCE LABORATORY SERVICES AGREEMENT


 


FOR RESEARCH SPECIMENS


 


This Reference Laboratory Services Agreement
(the “Agreement”) made this March 21, 2011, by and between The Board of Trustees of the University of Arkansas acting
for and on behalf of the UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES’ Myleoma Institute for Research Therapy (MIRT)
(hereinafter called “UAMS”) and SIGNAL GENETICS LLC, a Delaware limited liability company (hereinafter called
“LABORATORY”) with reference to the following facts:


 


WHEREAS, UAMS operates a research laboratory
to benefit the patients it services and requires the services of a qualified reference laboratory capable of furnishing gene array
testing services;


 


WHEREAS, Signal Genetics LLC, (LABORATORY)
operates a clinical laboratory in Little Rock, Arkansas, and is engaged in the business of providing gene array testing services
and pursuant to the terms set forth herein, desires to provide such gene array testing for research purposes to UAMS; and


 


WHEREAS, UAMS desires to engage LABORATORY
to provide gene array testing for research purposes to UAMS; and,


 


NOW THEREFORE, UAMS and LABORATORY agree
as follows:


 


		1.	TERM



 


The initial term of the Agreement
shall commence March 21, 2011, and terminate March 20, 2014, (the “Initial Term”). The Agreement may be renewed by
agreement of the parties each year for additional twelve (12) month terms (each a “Renewal Term” and together with
the Initial Term, the “Term”). The parties agree to provide written notice to the other of its intent to renew the
Agreement at least sixty (60) days prior to the expiration of the current Term.


 


		2.	TERMINATION



 


		2.1	UAMS has the right to terminate this Agreement immediately, without payment of termination fee
or penalty, in the event of LABORATORY’S (i) gross negligence, (ii) willful misconduct, (iii) conviction of crimes involving
moral turpitude or illegal acts, (iv) filing by or against LABORATORY of a petition in bankruptcy or in equity for receivership
or for reorganization under the United States Bankruptcy Code, as now or hereafter amended, which filing is not withdrawn or vacated
within thirty (30) days and/or (v) a material breach of any of its obligations under this Agreement which breach is not cured within
thirty (30) days after receipt of written notice of such alleged breach, (vi) at will by providing sixty (60) days written notice.



 



    	- 1 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		2.2	LABORATORY has the right to terminate this Agreement, without payment of termination fee or penalty,
in the event of UAMS’s (i) gross negligence, (ii) willful misconduct, (iii) conviction of crimes involving moral turpitude
or illegal acts, (iv) filing by or against UAMS of a petition in bankruptcy or in equity for receivership or for reorganization
under the United States Bankruptcy Code, as now or hereafter amended, which filing is not withdrawn or vacated within thirty (30)
days and/or (v) a material breach of any of UAMS’ obligations under this Agreement which breach is not cured within thirty
(30) days after receipt of written notice of such alleged breach, (vi) at will by providing sixty (60) days written notice.



 


		3.	OBLIGATIONS UPON TERMINATION.



 


LABORATORY agrees to provide
UAMS with transitional services after the date of termination on a time and materials basis as determined and agreed to by the
parties in writing. Termination shall not relieve, release or discharge either party hereto from any obligation, debt or liability
which may have accrued prior to the termination of this Agreement, and which remains to be performed upon the date of the termination,
including but not limited to the obligation of LABORATORY to provide the specified services to UAMS and the obligation of UAMS
to provide compensation to LABORATORY. In particular, in the event the Agreement is terminated for any reason, UAMS will pay LABORATORY
and LABORATORY will be entitled to retain all outstanding fees for services performed by LABORATORY.


 


		4.	TESTING SERVICES



 


		4.1	LABORATORY agrees to perform the gene array testing services associated with LABORATORY’s
proprietary gene expression profile analysis [and known as My PRS] as are ordered by UAMS for research purposes during the Term
of this Agreement. LABORATORY will process specimens and provide all technical personnel, materials and equipment necessary to
perform the gene array test.



 


		4.2	UAMS hereby agrees that LABORATORY shall be the exclusive provider to UAMS during the Term of the
gene array testing services that are the subject of this Agreement. LABORATORY recognizes UAMS has the right to perform the test
for research purposes. However, and there is no guarantee of a minimum quantity of tests UAMS will request from LABORATORY during
the term of this agreement.



 



    	- 2 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		4.3	Testing services shalt be performed in accordance with the guidelines and notices set forth in
the then current Signal Genetics Test catalog and applicable federal state and municipal law, including CLIA certification.



 


		5.	ADDITIONAL SERVICES



 


		5.1	Specimen Pick Up and Report Delivery - LABORATORY will provide a reference specimen
pick up and report delivery service to UAMS on an as needed basis Monday through Friday of each week. Results will, in most cases,
be available to UAW within [****] of the time the specimen is submitted to the LABORATORY through secure access to Signal Genetics
website.



 


		5.2	Supplies - LABORATORY will provide, at no additional charge, routine supplies necessary
for the collection, preparation and preservation of specimens to be submitted to LABORATORY for testing pursuant to this Agreement
and to the extent the provision of such supplies does not conflict with fraud and abuse regulations or statutes.



 


		5.3	Consultation - LABORATORY staff shall be available to consult with UAMS by telephone
during normal LABORATORY working hours to discuss LABORATORY’S procedures and to explain test results.



 


		5.4	Unsatisfactory Specimens and Unsatisfactory Results - If LABORATORY cannot analyze
a specimen because of improper collection or degradation in process, or is unable to obtain satisfactory test results, LABORATORY
will notify UAMS. LABORATORY will only charge UAMS for those specimens on which it is able to obtain a satisfactory result.



 


		6.	DATA INTERPRETATION



 


		6.1	Data Interpretation - UAMS shall be responsible for physician review and interpretation
of the gene array test data provided by LABORATORY (collectively, the “Professional Services”) for gene array Tests
ordered by UAMS.



 


		7.	FEES



 


		7.1	UAMS shall pay LABORATORY for the gene array test performed on a research sample at a rate of $[****]
per test (the “Fee”).



 


		7.2	LABORATORY shall invoice DAMS for the gene array tests performed on research samples by the 5th
of the month. UAMS will pay within thirty (30) days of receipt of an invoice.



 



    	- 3 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



Invoices shall he mailed to:


Director of Clinical Trials and
Regulatory Affairs Myeloma Institute for


Research and Therapy


UAMS


4301 West Markham St. Slot #815


Little Rock, AR 72205


 


With a copy to:


Chief Operating Officer


Myeloma Institute for Research
and Therapy


UAMS


4301 West Markham St. Slot #816


Little Rock, AR 72205


 


		7.3	Gene array diagnostic tests performed for clinical use are performed under a separate agreement.



 


		8.	BILLING



 


		8.1	UAMS shall be responsible for billing research grants for reimbursement of these tests.



 


		8.2	LABORATORY shall not be responsible for any billing for tests related to research samples and shall
not bill any research subjects, their insurance, or any third party.



 


		9.	ACCREDITATION OF TESTING SITES



 


Testing performed hereunder shall
be performed at the LABORATORY’S testing facility located in Little Rock, Arkansas or at another similar facility of LABORATORY.
The facility is and shall remain a duly licensed clinical laboratory under applicable federal, state and municipal law.


 


		10.	CHANGE IN LAW OR REGULATION



 


The terms of this Agreement are
intended to be in compliance with all federal, state and local statutes, regulations and ordinances applicable on the date the
Agreement takes effect. Should legal counsel for either party reasonably conclude that any portion of this Agreement is or may
be in violation of such requirements, or subsequent enactments by federal, state or local authorities, or if any such change materially
alters the amount or method of compensating LABORATORY for testing performed for UAMS or for any other party, or materially increases
the cost of LABORATORY’s performance hereunder, this Agreement shall terminate upon THIRTY (30) days notice thereof to the
other party, unless within said THIRTY (30) day period the parties agree to such modifications of the Agreement as may be necessary
to establish compliance with such authorities or to reflect such change in compensation or cost.


 



    	- 4 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		11.	STATUS AS AN INDEPENDENT CONTRACTOR



 


LABORATORY is, and shall at all
times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services
required of it by the terms of this Agreement. LABORATORY is entirely responsible for compensating staff, subcontractors, and consultants
employed by LABORATORY. This Agreement shall not be construed as creating the relationship of employer and employee, or principal
and agent, between UAMS and LABORATORY or any of LABORATORY’S employees, agents, consultants, or subcontractors. LABORATORY
and UAMS assume exclusively the responsibility for the acts of their respective employees, agents, consultants, or subcontractors
as they relate to the services to be provided during the course and scope of their employment. LABORATORY, its agents, employees,
consultants, or subcontractors, shall not be entitled to any rights or privileges of UAMS employees and shall not be considered
in any manner to be UAMS employees and UAMS, its agents, employees, consultants or subcontractors, shall not be considered in any
manner to be LABORATORY employees.


 


		12.	FORCE MAJEURE



 


LABORATORY shall not be liable
for any claims or damages if such claims or damages result or arise out of a failure or delay that is due to any act beyond the
control of the LABORATORY.


 


		13.	WARRANTY



 


LABORATORY warrants to UAMS that
all services provided hereunder shall be performed in accordance with established and recognized clinical laboratory testing procedures
and with reasonable care in accordance with applicable federal, state, and local laws. No other warranties are made by LABORATORY.
In no event shall laboratory be responsible for any consequential or special damages of UAMS or of any third party.


 


		14.	NON-DISCRIMINATION



 


All services provided by LABORATORY
hereunder shall be in compliance with all applicable federal and state laws prohibiting discrimination on the basis of race, color,
religion, sex, national origin, handicap or veteran status.


 



    	- 5 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		15.	INDEMNIFICATION



 


The parties agree that each party
hereto is not responsible for the negligent acts or omissions of the agents or employees of the other party. This agreement shall
not be construed to require any party to indemnify any other party from its negligence, acts, or omissions. The Arkansas Constitution
precludes UAMS, as a sovereign entity, from entering into agreements to indemnify any third party. This Agreement shall not be
construed as or constitute a waiver of sovereign immunity of the State of Arkansas or its entities thereof, including UAMS; nor
shall it constitute a waiver of the legal requirements for filing a claim against the State of Arkansas, its entities or UAMS,
which must be filed with the Arkansas State Claims Commission.


 


		16.	COMPLIANCE



 


		16.1	LABORATORY shall comply with the United States Department of Health and Human Services, Office
of Inspector General (OIG) requirements related to eligibility for participation in Federal and State health care programs.



 


		16.2	LABORATORY and UAMS shall review all organization, employees, subcontractor agents and physicians
for eligibility against General Services Administration and OIG Parties Excluded from Federal Programs Lists and Cumulative Sanction
Lists respectively to ensure that Ineligible Persons are not employed or retained to provide services related to this Agreement.
Ineligible Persons may include both entities and individuals and are defined as any individual or entity who:



 


		a.	Is currently excluded, suspended, debarred or otherwise ineligible to participate in the Federal
or State health care programs; or



 


		b.	Has been convicted of a criminal offense related to the provision of health care items or services
and has not been reinstated in the Federal or State health care programs after a period of exclusion, suspension, debarment, or
ineligibility.



 


		16.3	LABORATORY and UAMS both acknowledge that Ineligible Persons, as defined in Section [16.2a. and
16.2.b.], shall be excluded from providing federally and State funded health care services covered by this Agreement. LABORATORY
shall promptly notify UAMS of any limitation or governmental action initiated against LABORATORY that would materially affect this
Agreement.



 



    	- 6 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		17.	Confidential information



 


		17.1	All information or date relating to the business or operations of any party to this Agreement acquired
by any other party hereto in connection with this Agreement shall be treated as confidential by the acquiring party, and shall
not, unless otherwise required by law or the requirements of any accrediting agency, be disclosed by the acquiring party without
the prior written permission of the party hereto to whom the information in question relates. This provision shall survive termination
of this Agreement.



 


		17.2	LABORATORY shall have the right to designate and make oral or published reference to its status
as a contracting laboratory in accordance with UAMS policies. (see Administrative Guide 13.1.01.)



 


		17.3	Each of the parties represents and warrants to the other party that it will comply with all applicable
laws, rules and regulations (“Applicable Laws”), including but not limited to, the Health Insurance Portability and
Accountability Act (“HIPPAA”) privacy regulations, the HIPAA standard transactions and security regulations (as of
the effective dates of those regulations). Failure by either party to comply with any applicable law shall be considered a material
breach of this Agreement. Each party agrees that upon request of the other party, it shall provide written verification of compliance
with all applicable laws and confirms its full licensure and certification to the extent appropriate to its then current operations.



 


		18.	insurance



 


LABORATORY shall maintain sufficient
insurance coverage to enable it to meet its obligations created by this Agreement and by law, including, without limitation, Commercial
General Liability, workers compensation and professional liability insurance each on customary terms and conditions (including
price and coverage amounts).


 


		19.	Notice



 


All notices hereunder shall be
in writing, dated and signed by the party giving the same. Each notice shall be either (i) delivered in person to the address of
the party for whom it is intended and the address of such party as shown below, or (ii) delivered to the United States Postal Service
in a secure and sealed envelope or other suitable wrapper addressed to the Party for whom it is intended at the address of such
Party as provided below, with sufficient postage affixed, certified or registered mail, return receipt requested, (iii) sent by
facsimile with a confirmation sheet, or (iv) delivered to a nationally recognized overnight courier service that traces any such
notice. The effective date of such notice shall be the date of delivery in the event of delivery in accordance with (i), (iii)
or (iv) and five (5) days after deposit in the U.S. Mail in the event of delivery in accordance with (ii). The address at which
any Party hereto is to receive notice may be changed from time to time by such Party by giving notice of the new address to all
other parties hereto. The addresses of the Parties, until changed in accordance with the foregoing, are:


 



    	- 7 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



	UAMS:	University Of Arkansas for Medical Sciences
	 	4301 West Markham Street, Mail Slot 557
	 	Little Rock, AR 72205-7199
	 	Attn: Richard A. Pierson
	 	  Vice Chancellor for Clinical Programs
	 	Facsimile: (501) 686-8365
	 	 	 
	 	With a Copy to:	Office of General Counsel
	 	 	U of A System
	 	 	2404 North University Avenue
	 	 	Little Rock, AR 72207
	 	 	Facsimile: (501) 686-2517
	 	 	 
	LABORATORY:	SIGNAL GENETICS LLC 667
	 	Madison Avenue 14th Floor
	 	New York, NY 10065
	 	Attn: Joe Hernandez




 


		20.	AMENDMENT



 


This Agreement may not be amended
nor any rights hereunder waived except by an instrument in writing signed by the parties.


 


		21.	PAYMENT OF COSTS



 


Except as otherwise set forth
herein, the parties shall each pay their own costs incurred in negotiating this Agreement and in consummating the transactions
contemplated hereby, including any fees or commission payable to any party representing them in connection with arranging or negotiating
this Agreement and transactions contemplated hereby.


 


		22.	HEADINGS



 


The headings of the sections
of this Agreement are for convenience or reference only and shall not affect any of the provisions of this Agreement.


 


		23.	REFERENCES



 


References made in this Agreement,
including use of a pronoun, shall be deemed to include, where applicable, masculine, feminine, singular or plural, individuals,
partnerships or corporations.


 



    	- 8 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		24.	GOVERNING LAW



 


This Agreement and the rights
and obligations of the parties under this agreement shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Arkansas, without regard to conflict of law, rules applied in such state. Any and all controversies, disputes,
disagreements or claims (collectively “Claims”) arising out of or relating in any way to this Agreement shall first
be attempted to be resolved by the parties.


 


		25.	ENTIRE AGREEMENT



 


This Agreement, the Exhibits
and Schedules attached hereto, the other agreements referred to herein (in each case incorporated herein by this reference) contain
the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersede
any and all prior agreement, arrangements, and understandings, whether oral or written, between the parties.


 


		26.	BINDING EFFECT



 


This Agreement shall be binding
upon and shall inure to the benefit of the parties and, except as otherwise prohibited, their respective successors and assigns.
Nothing contained in this Agreement, or implied herefrom, is intended to confer upon any other person or entity any benefits, rights,
or remedies.


 


		27.	ASSIGNMENT



 


Neither LABORATORY nor UAMS may
assign all or any portion of their respective rights or delegate any portion of their duties hereunder without the written consent
of the other Parties; provided, however, that with sixty (60) days prior written notice to UAMS (A) LABORATORY may collaterally
assign this Agreement to its lenders, (B) LABORATORY may assign this Agreement in whole or in part to any direct or indirect subsidiary
of LABORATORY so long as LABORATORY retains its obligations under this Agreement and (C) LABORATORY may assign this Agreement to
the purchaser in connection with a sale of all or substantially all of its assets or equity interests. All of the terms, provisions
and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective
successors, assigns and legal representatives. If this Agreement is assigned by LABORATORY, UAMS shall have the right to terminate
upon providing thirty (30) days written notice to LABORATORY, its successors, or assigns.


 


		28.	SEVERABILITY



 


If a court of competent jurisdiction
determines that any provision of this Agreement is void, illegal or unenforceable, the other provisions of this Agreement shall
remain in full force and effect and the provisions that are determined to be void, illegal or unenforceable shall be limited so
that they shall remain in effect to the extent permissible by law.


 



    	- 9 -



    	 



    

 


CONFIDENTIAL TREATMENT REQUESTED UNDER


C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.


[****] INDICATES OMITTED MATERIAL THAT IS THE


SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST


FILED SEPARATELY WITH THE COMMISSION.


THE OMITTED MATERIAL HAS BEEN FILED


SEPARATELY WITH THE COMMISSION.


 



		29.	THIRD PARTY BENEFICIARIES



 


This Agreement is intended .only
to benefit the named parties, and there is no intent to create any rights, interest, or benefits for any other third parties.


 


		30.	EFFECTIVE DATE



 


This Agreement shall be effective
March 21 2011 and only after it is signed by an authorized officer of LABORATORY.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to he executed in their names as their official acts by their respective officers, each of who is duly authorized
to execute the same.


 


	SIGNAL GENETICS LLC 

(“LABORATORY”)	 	UNIVERSITY OF ARKANSAS FOR 

MEDICAL SCIENCES (“UAMS”)
	 	 	 	 	 
	By: 	/s/ Joe Hernandez        	 	By: 	/s/ Aubrey J. Hough Jr.
	 	 	 	 	 Aubrey J. Hough Jr.
	President & CEO	 	 	 Associate Dean for Special Programs
	  (Title)	 	 	 And Translational Research.
	 	 	 	 	 Distinguished Professor of Pathology
	8/10/11	 	 	 
	  (Date Accepted by LABORATORY)	 	 	 
	 	 	 	By:	/s/ Bart Barlogie
	 	 	 	 	 Bart Barlogie M.D, Ph.D
	 	 	 	 	 
	 	 	 	The Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences
	 	 	 	 	 
	 	 	 	By:	/s/ Melony Goodhand
	 	 	 	 	 Melony Goodhand, JD, CPA, MS
	 	 	 	 	 Vice Chancellor for Finance
	 	 	 	 	 Chief Financial Officer




 



    	- 10 -