Exhibit
10.2

    


    REGISTRATION
RIGHTS AGREEMENT

    


    This
Registration Rights Agreement (the “Agreement”) is made and entered into as of
this 5th day of March, 2010 by and among Response Genetics, Inc., a Delaware
corporation (the “Company”), and the “Investors” named in that certain Purchase
Agreement by and among the Company and the Investors dated as of the date hereof
(the “Purchase Agreement”).  Capitalized terms used herein have
the respective meanings ascribed thereto in the Purchase Agreement unless
otherwise defined herein.

     

    The parties hereby agree as follows:

     

    1.      Certain
Definitions.

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    “Affiliate”
means, with respect to any Person, any other Person which directly or indirectly
through one or more intermediaries controls, is controlled by, or is under
common control with, such Person. The term “control” (including
the terms “controlling,” “controlled by” and
“under common control
with”) as used with respect to any Person means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.

     

    “Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York
City are open for the general transaction of business.

     

    “Common
Stock” means the Company’s common stock, par value $0.01 per share, and any
securities into which such shares may hereinafter be reclassified.

     

    “Investors” means the
Investors identified in the Purchase Agreement and any
Affiliate or permitted transferee of any Investor
who is a subsequent holder of any Registrable Securities.

     

    “Person”
means an individual, corporation, partnership, limited liability company, trust,
business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, governmental authority or any other
form of entity not specifically listed herein.

     

    “Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference or deemed to be incorporated by reference in such prospectus, and (ii)
any “free writing prospectus” as defined in Rule 405 under the 1933 Act (as
defined below).

     

    “Register,”
“registered” and “registration” refer to a registration made by preparing and
filing a Registration Statement or similar document in compliance with the 1933
Act, and the declaration or ordering of effectiveness of such Registration
Statement or document.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Registrable
Securities” means (i) the Shares and (ii) shares of capital stock or any other
securities issued or issuable with respect to or in exchange for the Shares;
provided, that, a security shall cease to be a Registrable Security upon (A)
sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B)
such security becoming eligible for sale without restriction by the Investors
pursuant to Rule 144(b)(1).

     

    “Registration
Statement” means any registration statement of the Company filed under the 1933
Act that covers the resale of any of the Registrable Securities pursuant to the
provisions of this Agreement, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.

     

    “Required
Investors” means the Investors holding a majority of the Registrable
Securities.

     

    “SEC”
means the U.S. Securities and Exchange Commission.

     

    “Shares”
means the shares of Common Stock issued pursuant
to the Purchase Agreement.

     

    “Underwritten
Offering” means an offering in which shares of Common Stock are sold to an
underwriter on a firm commitment basis for reoffering to the public or an
offering that is a “bought deal” with one or more investment banks.

     

    “1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     

    “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

     

    2.      Registration.

     

    (a)         Registration
Statements.  Promptly following the closing of the purchase and sale of the securities
contemplated by the Purchase Agreement (the “Closing Date”) but no later
than forty-five (45) days after the Closing
Date (the “Filing Deadline”), the Company shall prepare and file with the
SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then
available to the Company, on such form of registration statement as is then
available to effect a registration for resale of the Registrable Securities),
covering the resale of the Registrable Securities.  Subject to any SEC
comments, such Registration Statement shall include the plan of distribution
attached hereto as Exhibit A; provided, however, that the Investor shall not be named as an
“underwriter” in the Registration Statement without the Investor’s prior written consent.  Such
Registration Statement also shall cover, to the extent allowable under the 1933
Act and the rules promulgated thereunder (including Rule 416), such
indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable
Securities.  Such Registration Statement
shall not include any shares of Common
Stock or other securities for the account of any other holder without the prior written consent of the
Investor.  The Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or
other submission.

     

    (b)         Piggyback
Rights.

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    (i)           If
at any time during which there are Registrable Securities outstanding the
Company proposes to register any of its common equity securities under the 1933
Act (other than a registration statement on Form S-8 or on Form S-4 (or any
similar successor forms thereto or in connection with (A) an employee stock
option, stock purchase or compensation plan or securities issued or issuable
pursuant to any such plan, or (B) a dividend reinvestment plan), whether for its
own account or for the account of one or more shareholders of the Company, and
the registration form to be used may be used for any registration of Registrable
Securities (a “Piggyback
Registration”), the Company shall give prompt written notice (in any
event within 20 days after its receipt of notice of any exercise of other demand
registration rights) to the Investor of its intention to effect such a
registration and shall include in such registration all such Registrable Shares
with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt of the Company’s notice.  The
Company may postpone or withdraw the filing or the effectiveness of a Piggyback
Registration at any time in its sole discretion.

    


    (ii)         If
a Piggyback Registration is an underwritten primary registration on behalf of
the Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
having an adverse effect on such offering, the Company shall include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included therein by the
Investors, and (iii) third, other securities requested to be included in such
registration pro rata among the holders of such securities on the basis of the
number of shares requested to be registered by such holders or as such holders
may otherwise agree.

    


    (iii)        If
a Piggyback Registration is an underwritten secondary registration on behalf of
a holder of the Company’s securities other than Registrable Securities, and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without having an adverse effect on
such offering, the Company shall include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration, (ii) second, the Registrable Securities requested to be included
therein by the Investor, and (iii) third, other securities requested to be
included in such registration pro rata among the holders of such securities on
the basis of the number of shares requested to be registered by such holders or
as such holders may otherwise agree.

    


    (iv)        If
any Piggyback Registration is an underwritten primary offering, the Company
shall have the right to select the managing underwriter or underwriters to
administer any such offering.

    


    (c)        
Expenses.  The Company will pay all expenses associated with each
registration, including all registration, filing and securities exchange listing
fees, all word processing, duplicating and printing fees and expenses, the
Company’s counsel and accounting fees and expenses, costs associated with
registration, filing, qualification and clearing the Registrable Securities for
sale under applicable state securities laws, The Nasdaq Capital Market listing
fees, fees of the Financial Industry Regulatory Authority, transfer taxes and
fees of transfer agents and registrars, reasonable fees and expenses of the
Investor’s counsel (not to exceed $25,000) and the Investor’s reasonable expenses in connection with
the registration, but excluding discounts, commissions, fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being sold.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    (d)         Effectiveness.

     

    (i)           The
Company shall use commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after filing, and in any
event no later than the earlier of (i) five (5) Business Days after the SEC
shall have informed the Company that no review of the Registration Statement
will be made or that the SEC has no further comments on the Registration
Statement or (ii) the 120th day
after the date hereof.  The Company shall notify the Investors by
facsimile or e-mail as promptly as practicable, and in any event, within
twenty-four (24) hours, after any Registration Statement is declared effective
and shall simultaneously provide the Investors with copies of any related Prospectus
to be used in connection with the sale or other disposition of the securities
covered thereby.

     

    (ii)         For
not more than twenty (20) consecutive days or for a total of not more than
forty-five (45) days in any twelve (12) month period, the Company may suspend
the use of any Prospectus included in any Registration Statement contemplated by
this Section in the event that the Company determines in good faith that such
suspension is necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not,
in the good faith opinion of the Company, in the best interests of the Company
or (B) amend or supplement the affected Registration Statement or the related
Prospectus so that such Registration Statement or Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the case of
the Prospectus in light of the circumstances under which they were made, not
misleading (an “Allowed Delay”); provided, that the Company shall promptly (a)
notify each Investor in writing of the
commencement of and the reasons for an Allowed Delay, but shall not (without the
prior written consent of an Investor)
disclose to the Investors any material
non-public information giving rise to an Allowed Delay, (b) advise the Investors in
writing to cease all sales under the Registration Statement until the end of the
Allowed Delay and (c) use commercially reasonable efforts to terminate an
Allowed Delay as promptly as practicable.  Upon disclosure of such
information or the termination of the condition giving rise to the Allowed
Delay, the Company shall provide prompt notice to the Investors and shall
promptly terminate any suspension of sales it has put into effect and shall take
such other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement.

     

    (e)         Rule 415; Cutback.  If at
any time the SEC takes the position that the offering of some or all of the
Registrable Securities in a Registration Statement is not eligible to be made on
a delayed or continuous basis under the provisions of Rule 415 under the 1933
Act or requires any Investor to be named as an “underwriter”, the Company
shall use its commercially reasonable best efforts to persuade the SEC that the
offering contemplated by the Registration Statement is a valid secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule
415 and that none of the Investors is an
“underwriter”. The Investors shall have the right to participate or have their
counsel participate in any meetings or discussions with the SEC regarding the
SEC’s position and to comment or have their counsel comment on and approve any
written submission made to the SEC with respect thereto. No such written
submission shall be made to the SEC to which Investor Counsel reasonably
objects. In the event that, despite the Company’s commercially reasonable best
efforts and compliance with the terms of this Section 2(d), the SEC refuses to
alter its position, the Company shall (i) remove from the Registration Statement
such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii)
agree to such restrictions and limitations on the registration and resale of the
Registrable Securities as the SEC may require to assure the Company’s compliance
with the requirements of Rule 415 (collectively, the “SEC Restrictions”);
provided, however, that the Company shall not agree to name any Investor as an
“underwriter” in such Registration Statement without the prior written consent
of such Investor.  From and after the Restriction
Termination Date, all of the provisions of this Section 2 shall again be
applicable to the Cut Back Shares.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    3.      Company
Obligations.  The Company will use reasonable best efforts to effect
the registration of the Registrable Securities in accordance with the terms
hereof, and pursuant thereto the Company will, as expeditiously as
possible:

     

    (a)         use
commercially reasonable efforts to cause such Registration Statement to become
effective and to remain continuously effective for a period that will terminate
upon the earlier of (i) the date on which all Registrable Securities covered by
such Registration Statement as amended from time to time, have been sold, (ii)
the date on which there are no longer any Registrable Securities outstanding or
(iii) three years from the date hereof (the “Effectiveness Period”) and advise
the Investors in writing when the Effectiveness Period has
expired;

     

    (b)         prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and to comply with
the provisions of the 1933 Act and the 1934 Act with respect to the distribution
of all of the Registrable Securities covered thereby;

     

    (c)         provide
copies to and permit counsel designated by the Investors to
review and comment on each Registration Statement and all amendments and
supplements thereto as far in advance as reasonably practicable but no fewer
than seven (7) days prior to their filing with the SEC and not file any document
to which Investor Counsel reasonably
objects;

     

    (d)         furnish
to the Investors and their legal counsel (i) promptly after the
same is prepared and publicly distributed, filed with the SEC, or received by
the Company (but not later than two (2) Business Days after the filing date,
receipt date or sending date, as the case may be) one (1) copy of any
Registration Statement and any amendment thereto, each preliminary prospectus
and Prospectus and each amendment or supplement thereto, and each letter written
by or on behalf of the Company to the SEC or the staff of the SEC, and each item
of correspondence from the SEC or the staff of the SEC, in each case relating to
such Registration Statement (other than any portion of any thereof which
contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents
as each Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
Investor that are covered by the related
Registration Statement;


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    (e)         use
commercially reasonable efforts to (i) prevent the issuance of any stop order or
other suspension of effectiveness and, (ii) if such order is issued, obtain the
withdrawal of any such order at the earliest possible moment;

     

    (f)          prior
to any public offering of Registrable Securities, use commercially reasonable
efforts to register or qualify or cooperate with the Investors,
underwriters and their counsel in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions requested by the Investors
and do any and all other commercially reasonable acts or things necessary or
advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (i) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(f), (ii) subject itself to general taxation in any jurisdiction where
it would not otherwise be so subject but for this Section 3(f), or (iii) file a
general consent to service of process in any such
jurisdiction;

     

    (g)         use
commercially reasonable efforts to cause all Registrable Securities covered by a
Registration Statement to be listed on The Nasdaq Capital Market or each
securities exchange, interdealer quotation system or other market on which
similar securities issued by the Company are then listed;

     

    (h)         immediately
notify the Investor and each underwriter, at any time prior to the
end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare, file with the SEC and furnish
to such holder a supplement to or an amendment of such Prospectus as may be
necessary so that such Prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and

     

    (i)          upon
request, furnish to the Investors copies of any and all transmittal letters or
other correspondence with the SEC or any other governmental agency or
self-regulatory body or other body having jurisdiction (including any domestic
or foreign securities exchange) relating to such offering of Registrable
Securities;

     

    (j)          provide
a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;

     

    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    (k)         otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC under the 1933 Act and the 1934 Act, including, without
limitation, Rule 172 under the 1933 Act (if applicable), file any final
Prospectus, including any supplement or amendment thereof, with the SEC pursuant
to Rule 424 under the 1933 Act in order to ensure that it shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, promptly inform the
Investors in writing if, at any time during the
Effectiveness Period, the Company does not satisfy the conditions specified in
Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in
connection with any disposition of Registrable Securities and take such other
actions as may be reasonably necessary to facilitate the registration of the
Registrable Securities hereunder; and make available to its security holders, as
soon as reasonably practicable, but not later than the Availability Date (as
defined below), an earnings statement covering a period of at least twelve (12)
months, beginning after the effective date of each Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the 1933
Act, including Rule 158 promulgated thereunder (for the purpose of this
subsection 3(i), “Availability Date” means the 45th day following the end of the
fourth fiscal quarter that includes the effective date of such Registration
Statement, except that, if such fourth fiscal quarter is the last quarter of the
Company’s fiscal year, “Availability Date” means the 90th day after the end of
such fourth fiscal quarter).

     

    (l)          With
a view to making available to the Investors
the benefits of Rule 144 (or its successor rule) and any other rule or
regulation of the SEC that may at any time permit the Investors to
sell shares of Common Stock to the public without registration, the Company
covenants and agrees to:  (i) make and keep public information
available, as those terms are understood and defined in Rule 144, until the
earlier of (A) six months after such date as all of the Registrable Securities
may be sold without restriction by the holders thereof pursuant to Rule 144
without regard to any volume limitation or current information requirements
thereunder or (B) such date as all of the Registrable Securities shall have been
resold; (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and (iii) furnish to each
Investor upon request, as long as such Investor owns any Registrable Securities, (A) a
written statement by the Company that it has complied with the reporting
requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail such
Investor of any rule or regulation of the SEC that permits the selling of
any such Registrable Securities without registration.

    


    (m)        take
such other actions as are reasonably requested by the Investor in order to
expedite or facilitate the disposition of such Registrable
Securities

    


    4.      Due Diligence Review;
Information.  The Company shall make available, during normal
business hours, for inspection and review by the Investors,
underwriters, advisors to and representatives of the Investors
(who may or may not be affiliated with the Investors
and who are reasonably acceptable to the Company), all financial and other
records, and all other corporate documents and properties of the Company as may
be reasonably necessary for the purpose of such review, and cause the Company’s
officers, directors and employees, within a reasonable time period, to supply
all such information reasonably requested by the Investors or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investors
and such representatives, advisors and underwriters and their respective
accountants and attorneys to conduct initial and ongoing due diligence with
respect to the Company and the accuracy of such Registration
Statement.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    The Company shall not disclose material nonpublic
information to the Investors, or to advisors to or representatives of the
Investors, unless prior to disclosure of such information
the Company identifies such information as being material nonpublic information
and provides the Investors, such advisors and representatives with the
opportunity to accept or refuse to accept such material nonpublic information
for review and any Investor wishing to
obtain such information enters into an appropriate confidentiality agreement
with the Company with respect thereto.

     

    5.      Obligations
of the Investors.

     

    (a)         Each
Investor shall furnish in writing to the Company such information
regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it, as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.  At least five (5) Business Days prior to the
first anticipated filing date of any Registration Statement, the Company shall
notify the Investor of the information the
Company requires from such Investor if the
Investor elects to have any of the
Registrable Securities included in the Registration Statement.  The Investor shall provide such information to
the Company at least two (2) Business Days prior to the first anticipated filing
date of such Registration Statement if the Investor elects to have any of the Registrable
Securities included in the Registration Statement.

     

    (b)         Each
Investor, by its acceptance of the
Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless such Investor has notified the Company in writing of
its election to exclude all of its Registrable Securities from such Registration
Statement.

     

    (c)         Each
Investor agrees that, upon receipt of any
notice from the Company of either (i) the commencement of an Allowed Delay
pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to
Section 3(h) hereof, such Investor will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities, until the Investor is advised by the Company in writing
that such dispositions may again be made.

     

    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    6.      Indemnification.

     

    (a)         Indemnification
by the Company.  The Company shall indemnify and hold harmless each
Investor and its officers, directors, members, employees and agents, successors
and assigns, and each other person, if any,
who controls such Investor within the
meaning of the 1933 Act, against any losses, claims, damages, expenses or
liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which they may become subject under the 1933
Act, the 1934 Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement or
omission or alleged omission of any material fact contained in any Registration
Statement, any preliminary Prospectus or final Prospectus, or any amendment or
supplement thereof, or any free writing prospectus related thereto; (ii) any
blue sky application or other document executed by the Company specifically for
that purpose or based upon written information furnished by the Company filed in
any state or other jurisdiction in order to qualify any or all of the
Registrable Securities under the securities laws thereof (any such application,
document or information herein called a “Blue Sky Application”); (iii) the
omission or alleged omission to state in a Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading; (iv) any violation by the Company or its agents of any rule or
regulation promulgated under the 1933 Act or the 1934 Act applicable to the
Company or its agents and relating to action or inaction required of the Company
in connection with such registration; or (v) any failure to register or qualify
the Registrable Securities included in any such Registration Statement in any
state where the Company or its agents has affirmatively undertaken or agreed in
writing that the Company will undertake such registration or qualification on
an
Investor’s behalf and will reimburse such
Investor, and each such officer,
director or member and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such Loss, action or proceeding; provided, however, that the
Company will not be liable in any such case if and to the extent that any such
Loss arises out of or is based upon (1) an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by such Investor or any such
controlling person in writing specifically for use in such Registration
Statement or Prospectus or (2) the delivery by such
Investor of an outdated or defective Prospectus after the Company has
notified such
Investor in writing that the Company does not meet the conditions for use
of Rule 172 and that (A) as a result the Investor must deliver a Prospectus in connection
with any sales under the Registration Statement and (B) the Prospectus is
outdated or defective and prior to the receipt by such
Investor of an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the amended or supplemented Prospectus the
misstatement or omission giving rise to such loss, claim, damage or liability
would have been corrected.

     

    (b)         Indemnification
by the Investors. Each Investor shall, severally but not jointly, indemnify and
hold harmless, to the fullest extent permitted by applicable law, the Company,
its directors, officers, employees, stockholders and each person who controls
the Company (within the meaning of the 1933 Act) against any Losses (including
reasonable attorney fees) resulting from (x) such
Investor’s failure to deliver a Prospectus in connection with any sales
under the Registration after the Company has advised the Investor in writing that (A) the Company does not
meet the conditions for use of Rule 172 and (B) as a result the Investor must deliver a Prospectus in connection
with any sales under the Registration Statement or (y) any untrue statement of a
material fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary Prospectus or amendment or
supplement thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent that such untrue statement or omission is
contained in (1) any information furnished in writing by such
Investor to the Company specifically for inclusion in such Registration
Statement or Prospectus or amendment or supplement thereto or (2) in an outdated
or defective Prospectus delivered by the Investor in connection with any sales under the
Registration Statement after the Company has notified such
Investor in writing that the Company does not meet the conditions for use
of Rule 172 and that (A) as a result the Investor must deliver a Prospectus in connection
with any sales under the Registration Statement and (B) the Prospectus is
outdated or defective and prior to the receipt by such
Investor of an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the amended or supplemented Prospectus the
misstatement or omission giving rise to such loss, claim, damage or liability
would have been corrected.  In no event shall the liability of an Investor
be greater in amount than the dollar amount of the proceeds (net of all expense
paid by such
Investor in connection with any claim relating to this Section 6 and the
amount of any damages such Investor has otherwise been required to pay by
reason of such untrue statement or omission) received by such
Investor upon the sale of the Registrable Securities included in the
Registration Statement giving rise to such indemnification
obligation.


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

     

    (c)         Conduct
of Indemnification Proceedings.  Any person entitled to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or expenses, or (b) the indemnifying party shall
have failed to assume the defense of such claim within a reasonable period of
time and employ counsel reasonably satisfactory to such person or (c) in the
reasonable judgment of any such person, based upon written advice of its
counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the
indemnifying party in writing that such person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have
the right to assume the defense of such claim on behalf of such person); and
provided, further, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such
claim or litigation.  It is understood that the indemnifying party
shall not, in connection with any proceeding in the same jurisdiction, be liable
for fees or expenses of more than one separate firm of attorneys at any time for
all such indemnified parties.  No indemnifying party will, except with
the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation.  No indemnifying
party shall be liable for any settlement of any proceeding effected without its
written consent, which consent shall not be unreasonably withheld, but if
settled with such consent, or if there be a final judgment for the plaintiff,
the indemnifying party shall indemnify and hold harmless such indemnified party
from and against any loss or liability by reason of such settlement or
judgment.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    (d)         Contribution.  If
for any reason the indemnification provided for in the preceding paragraphs (a)
and (b) is unavailable to an indemnified party or insufficient to hold it
harmless, other than as expressly specified therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable
considerations.  No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent
misrepresentation.  In no event shall the contribution obligation of a
holder of Registrable Securities be greater in amount than the dollar amount of
the proceeds (net of all expenses paid by such holder in connection with any
claim relating to this Section 6 and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation.

     

    (e)         The
indemnification provided for under this Section 6 shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
party and shall survive the transfer of securities.

     

    (f)          The
provisions of this Section 6 shall be in
addition to any other rights to indemnification or contribution which an
indemnified party may have pursuant to law, equity, contract or
otherwise.

     

    7.      Miscellaneous.

     

    (a)         Amendments
and Waivers.  This Agreement may be amended only by a writing signed
by the Company and the Required Investors; provided, however, that no such
amendment which adversely affects an Investor shall be binding on such Investor
without its written consent.  The Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of the Required Investors; provided, however, that no
such amendment, action or omission which disproportionately and materially
adversely affects an Investor shall be binding on such Investor without its
written consent.

     

    (b)         Notices.   All
notices and other communications provided for or permitted hereunder shall be
made as set forth in Section 9.4 of the Purchase Agreement.

     

    (c)         Assignments
and Transfers by Investors.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the Investors and their respective successors and
assigns.  An Investor may
transfer or assign, in whole or from time to time in part, to one or more
persons its rights hereunder in connection with the transfer of Registrable
Securities by such Investor to such person,
provided that such Investor complies with all laws applicable
thereto and provides written notice of assignment to the Company promptly after
such assignment is effected.

     

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    (d)         Assignments
and Transfers by the Company.  This Agreement may not be assigned by
the Company (whether by operation of law or otherwise) without the prior written
consent of the Required Investors, provided, however, that the Company may assign
its rights and delegate its duties hereunder to any surviving or successor
corporation in connection with a merger or consolidation of the Company with
another corporation, or a sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation, without the
prior written consent of the Required Investors,
after notice duly given by the Company to each
Investor.

     

    (e)         Benefits
of the Agreement.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     

    (f)          Counterparts;
Faxes.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  This Agreement may also be
executed and transmitted via facsimile, or by portable document format via
electronic mail, which shall be deemed an original.

     

    (g)         Titles
and Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

     

    (h)         Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  To the
extent permitted by applicable law, the parties hereby waive any provision of
law which renders any provisions hereof prohibited or unenforceable in any
respect.

     

    (i)          Further
Assurances.  The parties shall execute and deliver all such further
instruments and documents and take all such other actions as may reasonably be
required to carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained.

     

    (j)          Entire
Agreement.  This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

     

    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    (k)         Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of New York without regard to the choice of law principles
thereof.  Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Agreement and the transactions contemplated
hereby.  Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this
Agreement.  Each of the parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court.  Each party hereto irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.

     

    (l)           Specific
Performance.  Damages in the event of breach of this Agreement by a
party hereto may be difficult, if not impossible, to ascertain, and it is
therefore agreed that each such Person, in addition to and without limiting any
other remedy or right it may have, will have the right to an injunction or other
equitable relief in any court of competent jurisdiction, enjoining any such
breach, and enforcing specifically the terms and provisions hereof, and each of
the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction
or other equitable relief.  The existence of this right will not
preclude any such Person from pursuing any other rights and remedies at law or
in equity which such Person may have.


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
executed this Agreement or caused their duly authorized officers to execute this
Agreement as of the date first above written.

     

    
      
        
          
            
              	
                      The
      Company:

                    	
                      RESPONSE
      GENETICS, INC.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Kathleen Danenberg

                    
	 
      	
                      Name:  Kathleen
      Danenberg

                    
	 
      	
                      Title:    
      President and Chief Executive
Officer

                    


            

          

        

      

    

     

    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

    


    
      
        	
                The
      Investors:

              	
                LANSDOWNE
      UK STRATEGIC INVESTMENT MASTER FUND LIMITED

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Stuart Roden

              
	 
      	
                Name:   Stuart
      Roden

              
	 
      	
                Title:   Director,
      Lansdowne Partners Limited

              
	 
      	
                being
      the General Partner of

              
	 
      	
                Lansdowne
      Partners Limited Partnership

              
	 
      	
                the
      duly authorized agent for

              
	 
      	
                Lansdowne
      UK Strategic Investment Master Fund

              
	 
      	
                Limited

              
	 
      	 
      
	 
      	
                SRB
      GREEENWAY OPPORTUNITY FUND, Q.P., L.P.

              
	 
      	 
      	 
      
	 
      	
                By:  SRB
      Management, L.P., General Partner

              
	 
      	 
      
	 
      	
                By:  BC
      Advisors, L.L.C., General Partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Steven R. Becker

              
	 
      	
                Name: 
      Steven R. Becker, Member

              
	 
      	 
      	 
      
	 
      	
                SRB
      GREEENWAY OPPORTUNITY FUND, L.P.

              
	 
      	 
      
	 
      	
                By:
      SRB Management, L.P., General Partner

              
	 
      	 
      
	 
      	
                By:
      BC Advisors, L.L.C., General Partner

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Steven R. Becker

              
	 
      	
                Name: 
      Steven R. Becker, Member

              
	 
      	 
      	 
      
	 
      	
                PARAGON
      ASSOCIATES JV

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Scot Palmer

              
	 
      	
                Name:   Scott
      Palmer

              
	 
      	
                Title:   Analyst

              


      

    

     

    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

    


    
      
        	
                By:

              	
                /s/ Steven Becker

              
	 
      	
                Steven
      Becker

              
	 
      	 
      
	
                By:

              	
                /s/ Matthew Drapkin

              
	 
      	
                Mathew
      Drapkin

              


      

    

     

    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Plan
of Distribution

    


    The selling stockholders, which as used
herein includes donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in shares of common stock received
after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell,
transfer or otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.

    


    The selling stockholders may use any
one or more of the following methods when disposing of shares or interests
therein:

    


    - ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;

    


    - one or more block trades in which the
broker-dealer will attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;

    


    - purchases by a broker-dealer as
principal and resale by the broker-dealer for its account;

    


    - an exchange distribution in
accordance with the rules of the applicable exchange;

    


    - public or privately negotiated
transactions;

    


    - on the
Nasdaq Capital Market (or through the facilities of any national securities
exchange or U.S. inter-dealer quotation system of a registered national
securities association, on which the shares are then listed, admitted to
unlisted trading privileges or included for quotation);

    


    - through underwriters, brokers or
dealers (who may act as agents or principals) or directly to one or more
purchasers;

    


    - to
cover short sales effected after the date the registration statement of which
this Prospectus is a part is declared effective by the SEC;

    


    - through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;

    


    - broker-dealers may agree with the
selling stockholders to sell a specified number of such shares at a stipulated
price per share; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
       - a
combination of any such methods of sale; and

    

    


    
      any other
method permitted pursuant to applicable law.

    

     

    In
connection with distributions of the shares or otherwise, the selling
stockholders may:

     

    
      	
              ·

            	
              enter
      into hedging transactions with broker-dealers or other financial
      institutions, which may in turn engage in short sales of the shares in the
      course of hedging the positions they
assume;

            


    

    
      	
              ·

            	
              sell
      the shares short and redeliver the shares to close out such short
      positions;

            


    

    
      	
              ·

            	
              enter
      into option or other transactions with broker-dealers or other financial
      institutions which require the delivery to them of shares offered by this
      prospectus, which they may in turn resell;
and

            


    

    
      	
              ·

            	
              pledge
      shares to a broker-dealer or other financial institution, which, upon a
      default, they may in turn resell.

            


    

    


    The selling stockholders may, from time
to time, pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock, from time to time, under this prospectus, or under an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus.  The selling stockholders also may transfer the
shares of common stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.

    


    In connection with the sale of our
common stock or interests therein, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the common stock in the course of hedging
the positions they assume.  The selling stockholders may also sell
shares of our common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in
turn may sell these securities.  The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).

    


    The aggregate proceeds to the selling
stockholders from the sale of the common stock offered by them will be the
purchase price of the common stock less discounts or commissions, if
any.  Each of the selling stockholders reserves the right to accept
and, together with their agents from time to time, to reject, in whole or in
part, any proposed purchase of common stock to be made directly or through
agents.  We will not receive any of the proceeds from this
offering.

    


    The selling stockholders also may
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act of 1933, provided that they meet the
criteria and conform to the requirements of that rule.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The selling stockholders and any
underwriters, broker-dealers or agents that participate in the sale of the
common stock or interests therein may be "underwriters" within the meaning of
Section 2(11) of the Securities Act.  Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting
discounts and commissions under the Securities Act.  Selling
stockholders who are "underwriters" within the meaning of Section 2(11) of the
Securities Act will be subject to the prospectus delivery requirements of the
Securities Act.

    


    To the extent required, the shares of
our common stock to be sold, the names of the selling stockholders, the
respective purchase prices and public offering prices, the names of any agents,
dealer or underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.

    


    In order to comply with the securities
laws of some states, if applicable, the common stock may be sold in these
jurisdictions only through registered or licensed brokers or
dealers.  In addition, in some states the common stock may not be sold
unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied
with.

    


    We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange
Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates.  In addition, to the extent
applicable we will make copies of this prospectus (as it may be supplemented or
amended from time to time) available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the Securities
Act.  The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities
Act.

    


    We have agreed to indemnify the selling
stockholders against liabilities, including liabilities under the Securities Act
and state securities laws, relating to the registration of the shares offered by
this prospectus.

    


    We have agreed with the selling
stockholders to keep the registration statement of which this prospectus
constitutes a part effective until the earlier of (1) such time as all of the
shares covered by this prospectus have been disposed of pursuant to and in
accordance with the registration statement or (2) the date on which the shares
may be sold without restriction pursuant to Rule 144 of the Securities Act
without regard to any volume limitation requirements
thereunder.