Exhibit
10.1

      


      PURCHASE
AGREEMENT

      


      THIS PURCHASE AGREEMENT (“Agreement”)
is made as of the 5th day of March, 2010 by and among Response Genetics, Inc., a
Delaware corporation (the “Company”), and the Investors set forth on the
signature pages affixed hereto (each an “Investor” and collectively the
“Investors”).

      


      Recitals

      


      A.           The
Company and the Investors are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D (“Regulation D”), as promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended;

      


      B.           The
Investors wish to purchase from the Company, and the Company wishes to sell and
issue to the Investors, upon the terms and conditions stated in this Agreement,
an aggregate of 3,005,349 shares of the Company’s Common Stock, par value $0.01
per share (together with any securities into which such shares may be
reclassified the “Common Stock”), at purchase price of $1.31 per share;
and

      


      C.           Contemporaneous
with the sale of the Common Stock, the parties hereto will execute and deliver a
Registration Rights Agreement, in the form attached hereto as Exhibit A (the
“Registration Rights Agreement”), pursuant to which the Company will agree to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and applicable
state securities laws.

      


      In consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      


      1.           Definitions.  In
addition to those terms defined above and elsewhere in this Agreement, for the
purposes of this Agreement, the following terms shall have the meanings set
forth below:

      


      “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.

      


      “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
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

      


      “Company’s Knowledge”
means the actual knowledge of the executive officers (as defined in Rule 405
under the 1933 Act) of the Company, after due inquiry.

      


      “Confidential
Information” means trade secrets, confidential information and know-how
(including but not limited to ideas, formulae, compositions, processes,
procedures and techniques, research and development information, computer
program code, performance specifications, support documentation, drawings,
specifications, designs, business and marketing plans, and customer and supplier
lists and related information).

      


      “Control” (including
the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

      


      “Effective Date” means
the date on which the initial Registration Statement is declared effective by
the SEC.

      


      “Effectiveness
Deadline” means the date on which the initial Registration Statement is
required to be declared effective by the SEC under the terms of the Registration
Rights Agreement.

      


      “Intellectual
Property” means all of the following: (i) patents, patent applications,
patent disclosures and inventions (whether or not patentable and whether or not
reduced to practice); (ii) trademarks, service marks, trade dress, trade names,
corporate names, logos, slogans and Internet domain names, together with all
goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of
the foregoing; and (v) proprietary computer software (including but not limited
to data, data bases and documentation).

      


      “Law” means any
foreign, federal, state or local law, statute, code, ordinance, rule or
regulation of any government or governmental or regulatory entity.

      


      “Material Adverse
Effect” means an event, change or occurrence that, individually or
together with any other event, change or occurrence, has a material adverse
effect on (i) the assets, liabilities, results of operations, condition
(financial or otherwise), business, or prospects of the Company and its
Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its
obligations under the Transaction Documents, excluding, for purposes of each of
(i) and (ii), any event, change or occurrence resulting from the announcement or
consummation of the transactions contemplated by the Transaction
Documents.

      


      “Nasdaq” means The
Nasdaq Capital Market.


      
        
           


        

        
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      “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.

      


      “Purchase Price” means
$3,937,007.19.

      


      “Registration
Statement” has the meaning set forth in the Registration Rights
Agreement.

      


      “Required Investors”
means the Investors holding a majority of the Shares.

       

      “SEC Filings” has the
meaning set forth in Section 4.6.

      


      “Shares” means the
shares of Common Stock being purchased by the Investor hereunder.

      


      “Subsidiary” of any
Person means another Person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at
least a majority of its Board of Directors or other governing body (or, if there
are no such voting interests, 50% or more of the equity interests of which) is
owned directly or indirectly by such first Person.

      


      “Transaction
Documents” means this Agreement, the Registration Rights Agreement and
any related agreements required to evidence the transactions contemplated
hereby.

      


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

      


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

      


      2.           Purchase and Sale of the
Shares.  Subject to the terms and conditions of this Agreement,
on the Closing Date, each of the Investors shall severally, and not jointly,
purchase, and the Company shall sell and issue to the Investors the Shares in
the respective amounts set forth opposite the Investors’ names on the signature
pages attached hereto in exchange for the Purchase Price as specified in Section
3 below.

      


      3.           Closing.  The
closing (the “Closing”) of the purchase and sale of the Shares shall take place
on the date hereof at the offices of Willkie Farr & Gallagher LLP, 787
Seventh Avenue, New York, New York 10019, or at such other location and on such
other date as the Company and the Investor shall mutually agree.  At
the Closing, the Company shall deliver to Investor a certificate or
certificates, registered in such name or names as the Investors may designate,
representing the Shares and, in full consideration and exchange for the Shares,
each Investor shall thereupon pay to the Company an amount representing such
Investor’s pro rata portion of the Purchase Price as set forth on the signature
pages to this Agreement (payable by a wire transfer in same day funds to be sent
to the account of the Company as instructed in writing by the Company at least
one Business Day prior to the Closing).


      
        
           


        

        
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      4.           Representations and
Warranties of the Company.  The Company hereby represents and
warrants to the Investors that, except as disclosed in the SEC Filings or as set
forth in the schedules delivered herewith (collectively, the “Disclosure
Schedules”):

      


      4.
1           Organization, Good Standing
and Qualification.  Each of the Company and its Subsidiaries is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted and to own its
properties.  Each of the Company and its Subsidiaries is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or
leasing of property makes such qualification or leasing necessary unless the
failure to so qualify has not had and could not reasonably be expected to have a
Material Adverse Effect.  The Company’s Subsidiaries are listed on
Schedule 4.1
hereto.

      


      4.2           Authorization.  The
Company has full power and authority and has taken all requisite action on the
part of the Company, its officers, directors and stockholders necessary for (i)
the authorization, execution and delivery of the Transaction Documents, (ii) the
authorization of the performance of all obligations of the Company hereunder or
thereunder, and (iii) the authorization, issuance (or reservation for issuance)
and delivery of the Shares.  The Transaction Documents constitute the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights
generally.

      


      4.3           Capitalization.  Schedule 4.3 sets
forth as of the date hereof (a) the authorized capital stock of the Company; (b)
the number of shares of capital stock issued and outstanding; (c) the number of
shares of capital stock issuable pursuant to the Company’s stock plans; and (d)
the number of shares of capital stock issuable and reserved for issuance
pursuant to securities (other than the Shares) exercisable for, or convertible
into or exchangeable for any shares of capital stock of the
Company.  All of the issued and outstanding shares of the Company’s
capital stock have been duly authorized and validly issued and are fully paid,
nonassessable and free of pre-emptive rights.  Except as described on
Schedule 4.3,
no Person is entitled to pre-emptive or similar statutory or contractual rights
with respect to any securities of the Company.  Except as described on
Schedule 4.3,
there are no outstanding warrants, options, convertible securities or other
rights, agreements or arrangements of any character under which the Company or
any of its Subsidiaries is or may be obligated to issue any equity securities of
any kind and except as contemplated by this Agreement, neither the Company nor
any of its Subsidiaries is currently in negotiations for the issuance of any
equity securities of any kind.  Except as described on Schedule 4.3 and
except for the Registration Rights Agreement, there are no voting agreements,
buy-sell agreements, option or right of first purchase agreements or other
agreements of any kind among the Company and any of the securityholders of the
Company, or by or among securityholders of the Company, relating to the
securities of the Company held by them.  Except as described on Schedule 4.3 and
except as provided in the Registration Rights Agreement, no Person has the right
to require the Company to register any securities of the Company under the 1933
Act, whether on a demand basis or in connection with the registration of
securities of the Company for its own account or for the account of any other
Person.


      
        
           


        

        
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      Except as described on Schedule 4.3, the
issuance and sale of the Shares hereunder will not obligate the Company to issue
shares of Common Stock or other securities to any other Person (other than the
Investors) and will not result in the adjustment of the exercise, conversion,
exchange or reset price of any outstanding security.

      


      Except as described on Schedule 4.3, the
Company does not have outstanding stockholder purchase rights or “poison pill”
or any similar arrangement in effect giving any Person the right to purchase any
equity interest in the Company upon the occurrence of certain
events.

      


      4.4           Valid
Issuance.  The Shares have been duly and validly authorized
and, when issued and paid for pursuant to this Agreement, will be validly
issued, fully paid and nonassessable, and shall be free and clear of all
liabilities, debts, obligations, encumbrances, leases, indebtedness, liens,
charges, and pledges, of whatever nature, whether fixed or contingent, disclosed
or undisclosed, foreseen or unforeseen (other than those created by the
Investors), except for restrictions on transfer set forth in the Transaction
Documents or imposed by applicable securities laws.

      


      4.5           Consents.  Except
as described on Schedule 4.5, the execution,
delivery and performance by the Company of the Transaction Documents and the
offer, issuance and sale of the Shares require no consent of, action by or in
respect of, or filing with, any Person, governmental body, agency, or official
other than filings that have been made pursuant to applicable state securities
laws and post-sale filings pursuant to applicable state and federal securities
laws which the Company undertakes to file within the applicable time
periods.  Subject to the accuracy of the representations and
warranties of each Investor set forth in Section 5 hereof, the Company has taken
all action necessary to exempt (i) the issuance and sale of the Shares, and (ii)
the other transactions contemplated by the Transaction Documents from the
provisions of any stockholder rights plan or other “poison pill” arrangement,
any anti-takeover, business combination or control share law or statute binding
on the Company or to which the Company or any of its assets and properties may
be subject and any provision of the Company’s Certificate of Incorporation or
Bylaws that is or could reasonably be expected to become applicable to the
Investors as a result of the transactions contemplated hereby, including without
limitation, the issuance of the Shares and the ownership, disposition or voting
of the Shares by the Investors or the exercise of any right granted to the
Investors pursuant to this Agreement or the other Transaction
Documents.

      


      4.6           Delivery of SEC Filings;
Business.  The Company has made available to the Investors
through the EDGAR system, true and complete copies of the Company’s most recent
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and all
other reports filed by the Company pursuant to the 1934 Act (collectively, the
“SEC Filings”).  The SEC Filings are the only periodic reports
required of the Company pursuant to the 1934 Act.


      
        
           


        

        
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      4.7           Use of
Proceeds.  The net proceeds of the sale of the Shares hereunder
shall be used by the Company for working capital and general corporate
purposes.

      


      4.8           No Material Adverse
Change.  Since December 31, 2008, except as identified and
described in the SEC Filings, there has not been:

      


       (i)           any
change in the consolidated assets, liabilities, financial condition or operating
results of the Company from that reflected in the financial statements included
in the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2009, except for changes in the ordinary course of business which have not
had and could not reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate;

      


       (ii)          any
declaration or payment of any dividend, or any authorization or payment of any
distribution, on any of the capital stock of the Company, or any redemption or
repurchase of any securities of the Company;

      


       (iii)         any
material damage, destruction or loss, whether or not covered by insurance to any
assets or properties of the Company or its Subsidiaries;

      


       (iv)      
  any waiver, not in the ordinary course of business, by the Company
or any Subsidiary of a material right or of a material debt owed to
it;

      


       (v)      
   any change or amendment to the Company's Certificate of
Incorporation or Bylaws, or material change to any material contract or
arrangement by which the Company or any Subsidiary is bound or to which any of
their respective assets or properties is subject;

      


       (vi)    
    any material labor difficulties or labor union
organizing activities with respect to employees of the Company or any
Subsidiary;

      
 

       (vii) 
      any material transaction entered into by the
Company or a Subsidiary other than in the ordinary course of
business;

      


       (vii)       
the loss of the services of any key employee, or material change in the
composition or duties of the senior management of the Company or any Subsidiary;
or

      


       (viii)      
any other event or condition of any character that has had or could reasonably
be expected to have a Material Adverse Effect.

      


      4.9           SEC Filings; S-3
Eligibility.

      


       (a)           At
the time of filing thereof, the SEC Filings complied as to form in all material
respects with the requirements of the 1934 Act and did not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.


      
        
           


        

        
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        (b)           The
Company is eligible to use Form S-3 to register the Registrable Securities (as
such term is defined in the Registration Rights Agreement) for sale by the
Investors as contemplated by the Registration Rights Agreement.

      


      4.10           No Conflict, Breach,
Violation or Default.  The execution, delivery and performance
of the Transaction Documents by the Company and the issuance and sale of the
Securities will not conflict with or result in a breach or violation of any of
the terms and provisions of, or constitute a default under (i) the Company’s
Certificate of Incorporation or the Company’s Bylaws, both as in effect on the
date hereof (true and complete copies of which have been made available to the
Investors through the EDGAR system), or (ii)(a) any statute, rule, regulation or
order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, any Subsidiary or any of their respective
assets or properties, or (b) any agreement or instrument to which the Company or
any Subsidiary is a party or by which the Company or a Subsidiary is bound or to
which any of their respective assets or properties is subject, except, in the
case of clause (ii) only, such breaches, violations or defaults that
individually or in the aggregate would not cause a Material Adverse
Effect.

      


      4.11           Tax
Matters.  The Company and each Subsidiary has timely prepared
and filed all tax returns required to have been filed by the Company or such
Subsidiary with all appropriate governmental agencies and timely paid all taxes
shown thereon or otherwise owed by it, except as would not have a Material
Adverse Effect.  The charges, accruals and reserves on the books of
the Company in respect of taxes for all fiscal periods are adequate in all
material respects, and there are no material unpaid assessments against the
Company or any Subsidiary.  All taxes and other assessments and levies
that the Company or any Subsidiary is required to withhold or to collect for
payment have been duly withheld and collected and paid to the proper
governmental entity or third party when due.  There are no tax liens
or claims pending or, to the Company’s Knowledge, threatened against the Company
or any Subsidiary or any of their respective assets or
property.  There are no outstanding tax sharing agreements or other
such arrangements between the Company and any Subsidiary or other corporation or
entity.

      


      4.12           Title to
Properties.  Except as disclosed in the SEC Filings, the
Company and each Subsidiary has good and marketable title to all real properties
and all other properties and assets owned by it, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or currently planned to be made thereof
by them; and except as disclosed in the SEC Filings, the Company and each
Subsidiary holds any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or currently planned to be made thereof by them.


      
        
           


        

        
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      4.13           Certificates, Authorizations
and Permits.  The Company and each Subsidiary possess adequate
certificates, authorizations or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by it, except
where the failure to possess such certificates, authorizations or permits has
not had and could not reasonably be expected to have a Material Adverse Effect,
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or such
Subsidiary, could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.

      


      4.14           Labor Matters.

      


      (a)  
          The Company is not a party to or
bound by any collective bargaining agreements or other agreements with labor
organizations.  The Company has not violated in any material respect
any laws, regulations, orders or contract terms, affecting the collective
bargaining rights of employees, labor organizations or any laws, regulations or
orders affecting employment discrimination, equal opportunity employment, or
employees’ health, safety, welfare, wages and hours.

       

      (b)    
        (i) There are no labor disputes
existing, or to the Company's Knowledge, threatened, involving strikes,
slow-downs, work stoppages, job actions, disputes, lockouts or any other
disruptions of or by the Company's employees, (ii) there are no unfair labor
practices or petitions for election pending or, to the Company's Knowledge,
threatened before the National Labor Relations Board or any other federal, state
or local labor commission relating to the Company's employees, (iii) no demand
for recognition or certification heretofore made by any labor organization or
group of employees is pending with respect to the Company and (iv) to the
Company's Knowledge, the Company enjoys good labor and employee relations with
its employees and labor organizations.

       

      (c)       
     The Company is, and at all times
has been, in compliance in all material respects with all applicable laws
respecting employment (including laws relating to classification of employees
and independent contractors) and employment practices, terms and conditions of
employment, wages and hours, and immigration and
naturalization.  There are no claims pending against the Company
before the Equal Employment Opportunity Commission or any other administrative
body or in any court asserting any violation of Title VII of the Civil Rights
Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or
any other federal, state or local Law, statute or ordinance barring
discrimination in employment.

       

      (d)         
   Except as
disclosed in the SEC Filings, the Company is not a party to, or bound by, any
employment or other contract or agreement that contains any severance,
termination pay or change of control liability or obligation, including, without
limitation, any “excess parachute payment,” as defined in Section 280G(b) of the
Internal Revenue Code.

       

      (e)           
 Each of the Company's
employees is a Person who is either a United States citizen or a permanent
resident entitled to work in the United States.  To the Company's
Knowledge, the Company has no liability for the improper classification by the
Company of such employees as independent contractors or leased employees prior
to the Closing.


      
        
           


        

        
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      4.15    
     Intellectual
Property.

      


       
(a)           All
Intellectual Property of the Company and its Subsidiaries is currently in
compliance with all legal requirements (including timely filings, proofs and
payments of fees) and is valid and enforceable.  No Intellectual
Property of the Company or its Subsidiaries which is necessary for the conduct
of Company’s and each of its Subsidiaries’ respective businesses as currently
conducted or as currently proposed to be conducted has been or is now involved
in any cancellation or litigation, and, to the Company’s Knowledge, no such
action is threatened.  No patent of the Company or its Subsidiaries
has been or is now involved in any interference, reissue, re-examination,
cancellation or opposition proceeding.

      


       
(b)           All of the
licenses and sublicenses and consent, royalty or other agreements concerning
Intellectual Property which are necessary for the conduct of the Company’s and
each of its Subsidiaries’ respective businesses as currently conducted or as
currently proposed to be conducted to which the Company or any Subsidiary is a
party or by which any of their assets are bound (other than  generally
commercially available, non-custom, off-the-shelf software application programs
having a retail acquisition price of less than $10,000 per license)
(collectively, “License Agreements”) are valid and binding obligations of the
Company or its Subsidiaries that are parties thereto and, to the Company’s
Knowledge, the other parties thereto, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws affecting the enforcement of creditors’ rights generally, and
to the Company’s Knowledge there exists no event or condition which will result
in a material violation or breach of or constitute (with or without due notice
or lapse of time or both) a default by the Company or any of its Subsidiaries
under any such License Agreement.

      


       
(c)           The Company
and its Subsidiaries own or have the valid right to use all of the Intellectual
Property that is necessary for the conduct of the Company’s and each of its
Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted and for the ownership, maintenance and operation of the
Company’s and its Subsidiaries’ properties and assets, free and clear of all
liens, encumbrances, adverse claims or obligations to license all such owned
Intellectual Property and Confidential Information, other than licenses entered
into in the ordinary course of the Company’s and its Subsidiaries’
businesses.  To the Company’s Knowledge, the Company and its
Subsidiaries have a valid and enforceable right to use all third party
Intellectual Property and Confidential Information used or held for use in the
respective businesses of the Company and its Subsidiaries.

      


       
(d)           To the
Company’s Knowledge, the conduct of the Company’s and its Subsidiaries’
businesses as currently conducted does not infringe or otherwise impair or
conflict with (collectively, “Infringe”) any Intellectual Property rights of any
third party or any confidentiality obligation owed to a third party, and, to the
Company’s Knowledge, the Intellectual Property and Confidential Information of
the Company and its Subsidiaries which are necessary for the conduct of
Company’s and each of its Subsidiaries’ respective businesses as currently
conducted or as currently proposed to be conducted are not being Infringed by
any third party.  There is no litigation or order pending or
outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks
to limit or challenge or that concerns the ownership, use, validity or
enforceability of any Intellectual Property or Confidential Information of the
Company and its Subsidiaries and the Company’s and its Subsidiaries’ use of any
Intellectual Property or Confidential Information owned by a third party, and,
to the Company’s Knowledge, there is no valid basis for the
same.


      
        
           


        

        
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(e)           The
consummation of the transactions contemplated hereby and by the other
Transaction Documents will not result in the alteration, loss, impairment of or
restriction on the Company’s or any of its Subsidiaries’ ownership or right to
use any of the Intellectual Property or Confidential Information which is
necessary for the conduct of Company’s and each of its Subsidiaries’ respective
businesses as currently conducted or as currently proposed to be
conducted.

      


       
(f)           The Company
and its Subsidiaries have taken reasonable steps to protect the Company’s and
its Subsidiaries’ rights in their Intellectual Property and Confidential
Information.  To the Company’s Knowledge, each employee, consultant
and contractor who has had access to Confidential Information which is necessary
for the conduct of Company’s and each of its Subsidiaries’ respective businesses
as currently conducted or as currently proposed to be conducted has agreed to
maintain the confidentiality of such Confidential Information.  Except
under confidentiality obligations, to the Company’s Knowledge, there has been no
material disclosure of any of the Company’s or its Subsidiaries’ Confidential
Information to any third party.

      


      4.16           Environmental
Matters.  Neither the Company nor any Subsidiary is in
violation of any statute, rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, “Environmental Laws”), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim has had or could
reasonably be expected to have a Material Adverse Effect, individually or in the
aggregate; and there is no pending or, to the Company’s Knowledge, threatened
investigation that might lead to such a claim.

      


      4.17           Litigation.  Except
as described on Schedule 4.17, there
are no pending actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and to the Company’s
Knowledge, no such actions, suits or proceedings are threatened or
contemplated.  Neither the Company nor any Subsidiary, nor, to the
Company’s Knowledge, any director or officer thereof, is or since January 1,
2008 has been the subject of any action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of
fiduciary duty.  There has not been, and to the Company’s Knowledge,
there is not pending or contemplated, any investigation by the SEC involving the
Company or any current or former director or officer of the
Company.  The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the 1933 Act or the 1934 Act.


      
        
           


        

        
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      4.18           Financial
Statements.  The financial statements included in each SEC
Filing present fairly, in all material respects, the consolidated financial
position of the Company as of the dates shown and its consolidated results of
operations and cash flows for the periods shown, and such financial statements
have been prepared in conformity with United States generally accepted
accounting principles applied on a consistent basis (“GAAP”) (except as may be
disclosed therein or in the notes thereto, and, in the case of quarterly
financial statements, as permitted by Form 10-Q under the 1934
Act).  Except as set forth in the financial statements of the Company
included in the SEC Filings filed prior to the date hereof, neither the Company
nor any of its Subsidiaries has incurred any liabilities, contingent or
otherwise, except those incurred in the ordinary course of business, consistent
(as to amount and nature) with past practices since the date of such financial
statements, none of which, individually or in the aggregate, have had or could
reasonably be expected to have a Material Adverse Effect.

      


      4.19           Insurance
Coverage.  The Company and each Subsidiary maintains in full
force and effect insurance coverage that its Board of Directors has determined
is reasonable for the business being conducted and properties owned or leased by
the Company and each Subsidiary, and the Company reasonably believes such
insurance coverage to be adequate against all liabilities, claims and risks
against which it is customary for comparably situated companies to
insure.

      


      4.20           Compliance with Nasdaq
Continued Listing Requirements.  The Company is in compliance
with applicable Nasdaq continued listing requirements.  There are no
proceedings pending or, to the Company’s Knowledge, threatened against the
Company relating to the continued listing of the Common Stock on Nasdaq and the
Company has not received any notice of, nor to the Company’s Knowledge is there
any basis for, the delisting of the Common Stock from Nasdaq.

      


      4.21           Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the Company.

      


      4.22           No Directed Selling Efforts
or General Solicitation.  Neither the Company nor any Person
acting on its behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection with the
offer or sale of any of the Shares.

      


      4.23           No Integrated
Offering.  Neither the Company nor any of its Affiliates, nor
any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any Company security or solicited any offers to buy any
security, under circumstances that would adversely affect reliance by the
Company on Section 4(2) for the exemption from registration for the transactions
contemplated hereby or would require registration of the Shares under the 1933
Act.

      


      4.24           Private
Placement.  Subject to the accuracy of the representations and
warranties of each Investor set forth in Section 5 hereof, the offer and sale of
the Shares to the Investors as contemplated hereby is exempt from the
registration requirements of the 1933 Act.


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

      


      4.25           Questionable
Payments.  Neither
the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of
their respective current or former stockholders, directors, officers, employees,
agents or other Persons acting on behalf of the Company or any Subsidiary, has
on behalf of the Company or any Subsidiary or in connection with their
respective businesses: (a) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity;
(b) made any direct or indirect unlawful payments to any governmental officials
or employees from corporate funds; (c) established or maintained any unlawful or
unrecorded fund of corporate monies or other assets; (d) made any false or
fictitious entries on the books and records of the Company or any Subsidiary; or
(e) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment of any nature.

      


      4.26           Transactions with
Affiliates.  Except as disclosed in the SEC Filings, none of
the officers or directors of the Company and none of the employees of the
Company is presently a party to any transaction with the Company or any
Subsidiary (other than as holders of stock options and/or warrants, and for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
Company’s Knowledge, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

      


      4.27           Internal
Controls.  The Company is in material compliance with
the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the
Company.  The Company and the Subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in 1934
Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure
controls and procedures to ensure that material information relating to the
Company, including the Subsidiaries, is made known to the certifying officers by
others within those entities, particularly during the period in which the
Company’s most recently filed periodic report under the 1934 Act, as the case
may be, is being prepared.  The Company's certifying officers have
evaluated the effectiveness of the Company's controls and procedures as of the
end of the period covered by the most recently filed periodic report under the
1934 Act (such date, the "Evaluation Date").  The Company presented in
its most recently filed periodic report under the 1934 Act the conclusions of
the certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation
Date.  Since the Evaluation Date, there have been no significant
changes in the Company's internal controls (as such term is defined in Item 308
of Regulation S-K) or, to the Company's Knowledge, in other factors that could
reasonably be expected to significantly affect the Company's internal
controls.  The Company maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
GAAP and the applicable requirements of the 1934 Act.


      
        
           


        

        
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      4.28           Non-Contravention.  The
execution and delivery by the Company of this Agreement and the other
Transaction Documents and the performance by it of the transactions contemplated
thereby will not (i) conflict with or result in a violation or breach of or
constitute a default (or an event which, with or without notice or lapse of time
or both, would constitute a default) under, or result in a right of termination,
modification, cancellation or acceleration under, the terms, conditions or
provisions of any contract or other instrument to which the Company is a party,
or (ii) violate any order, writ, injunction, decree or Law applicable to the
Company, other than, in the case of clauses (i) and (ii) above, as would not
have, or be reasonably likely to have, a Material Adverse Effect.

      


      5.           Representations and
Warranties of the Investors.  Each of the Investors hereby
severally, and not jointly, represents and warrants to the Company
that:

      


      5.1           Organization and
Existence.  Such Investor is either an individual or a validly
existing corporation, limited partnership or limited liability company and has
all requisite corporate, partnership or limited liability company power and
authority to invest in the Shares pursuant to this Agreement, and to enter into
and to consummate the transactions contemplated by the Transaction Documents and
otherwise carry out its obligations hereunder and thereunder.

      


      5.2           Authorization.  The
execution, delivery and performance by such Investor of the Transaction
Documents to which such Investor is a party have been duly authorized and each
will constitute the valid and legally binding obligation of such Investor,
enforceable against such Investor in accordance with their respective terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability, relating to or affecting
creditors’ rights generally.

      


      5.3           Purchase Entirely for Own
Account.  The Shares to be received by such Investor hereunder
will be acquired for such Investor’s own account, not as nominee or agent, and
not with a view to the resale or distribution of any part thereof in violation
of the 1933 Act, and such Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of the
1933 Act without prejudice, however,
to such Investor’s right at all times to sell or otherwise dispose of all or any
part of such Shares
in compliance with applicable federal and state securities laws.  Nothing contained herein shall be
deemed a representation or warranty by such Investor to hold the
Shares for any
period of time.  Such Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in a business
that would require it to be so registered.  Such Investor, if an
entity, is acquiring the Shares in the ordinary course of business.

      


      5.4           Investment
Experience.  Such Investor acknowledges that it can bear the
economic risk and complete loss of its investment in the Shares and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated
hereby.


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

      


      5.5           Disclosure of
Information.  Such Investor has had an opportunity to receive
all information related to the Company requested by it and to ask questions of
and receive answers from the Company regarding the Company, its business and the
terms and conditions of the offering of the Shares.  Such Investor
acknowledges receipt of copies of the SEC Filings.

      


      5.6           Restricted
Securities.  Such Investor understands that the Shares are
characterized as “restricted securities” under the U.S. federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the 1933 Act only in
certain limited circumstances.  In connection with any transfer of
Shares to a transferee other than (i) pursuant to an effective registration
statement or Rule 144, (ii) to the Company or (iii) to an Affiliate of such
Investor, Investor understands that the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the
transferor and reasonably acceptable to the Company, the form and substance of
which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Shares
under the Securities Act. As a condition of transfer, such transferee (other
than under (i), (ii) or (iii) above) shall agree in writing to be bound by the
terms of this Agreement and shall have the rights of an Investor under this
Agreement and the Registration Rights Agreement.

      


      5.7           Legends.  It
is understood that, except as provided below, certificates evidencing the Shares
may bear the following or any similar legend:

      


       (a)           “The
securities represented hereby have not been registered under the Securities Act
of 1933, as amended, or any state securities laws.  The securities
represented hereby may not be transferred unless (i) such securities have been
registered for sale pursuant to the Securities Act of 1933, as amended, (ii)
such securities may be sold without restriction pursuant to Rule 144, or (iii)
the Company has received an opinion of counsel reasonably satisfactory to it
that such transfer may lawfully be made without registration under the
Securities Act of 1933 or qualification under applicable state securities
laws.”

      


       (b)           If
required by the authorities of any state in connection with the issuance of sale
of the Shares, the legend required by such state authority.

      


      5.8           Accredited
Investor.  Such Investor is an accredited investor as defined
in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

      


      5.9           No General
Solicitation.  Such Investor did not learn of the investment in
the Shares as a result of any general solicitation or general
advertising.

      


      5.10         Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of such Investor.


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

      


      5.11         Prohibited
Transactions.  Since the earlier of (a) such time as such
Investor was first contacted by the Company or any other Person acting on behalf
of the Company regarding the transactions contemplated hereby or (b) thirty (30)
days prior to the date hereof, neither such Investor nor any Affiliate of such
Investor which (x) had knowledge of the transactions contemplated hereby, (y)
has or shares discretion relating to such Investor’s investments or trading or
information concerning such Investor’s investments, including in respect of the
Shares, or (z) is subject to such Investor’s review or input concerning such
Affiliate’s investments or trading (collectively, “Trading Affiliates”) has,
directly or indirectly, effected or agreed to effect any short sale, whether or
not against the box, established any “put equivalent position” (as defined in
Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any
other right (including, without limitation, any put or call option) with respect
to the Common Stock or with respect to any security that includes, relates to or
derived any significant part of its value from the Common Stock or otherwise
sought to hedge its position in the Shares (each, a “Prohibited
Transaction”).  Prior to the earliest to occur of (i) the termination
of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline,
such Investor shall not, and shall cause its Trading Affiliates not to, engage,
directly or indirectly, in a Prohibited Transaction.

      


      6.  Conditions to
Closing.

      


      6.1           Conditions to the Investors’
Obligations. The obligation of the Investor to purchase the Shares at the
Closing is subject to the fulfillment to such Investor’s satisfaction, on or
prior to the Closing Date, of the following conditions, any of which may be
waived by such Investor (as to itself only):

      


       (a)           The
representations and warranties made by the Company in Section 4 hereof qualified
as to materiality shall be true and correct at all times prior to and on the
Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date, and, the representations and
warranties made by the Company in Section 4 hereof not qualified as to
materiality shall be true and correct in all material respects at all times
prior to and on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as
of such earlier date.  The Company shall have performed in all
material respects all obligations and covenants herein required to be performed
by it on or prior to the Closing Date.

      


       (b)           The
Company shall have obtained any and all consents, permits, approvals,
registrations and waivers necessary or appropriate for consummation of the
purchase and sale of the Shares and the consummation of the other transactions
contemplated by the Transaction Documents, all of which shall be in full force
and effect.

      


       (c)           The
Company shall have executed and delivered the Registration Rights
Agreement.


      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

      


       (d)           No
judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no action or
proceeding shall have been instituted by any governmental authority, enjoining
or preventing the consummation of the transactions contemplated hereby or in the
other Transaction Documents.

      


       (e)           The
Company shall have delivered a Certificate, executed on behalf of the Company by
its Chief Executive Officer or its Chief Financial Officer, dated as of the
Closing Date, certifying to the fulfillment of the conditions specified in
subsections (a), (b), (c) and (g) of this Section 6.1.

      


       (f)      
     The Investors shall have received an opinion from
Willkie Farr & Gallagher LLP, the Company's counsel, dated as of the Closing
Date, in form and substance reasonably acceptable to the Investors and
addressing such legal matters as the Investors may reasonably
request.

      


       (g)           The
Company shall have delivered a Certificate, executed on behalf of the Company by
its Secretary, dated as of the Closing Date, certifying the resolutions adopted
by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Transaction Documents and the issuance of the
Shares, certifying the current versions of the Certificate of Incorporation and
Bylaws of the Company and certifying as to the signatures and authority of
persons signing the Transaction Documents and related documents on behalf of the
Company.

      


       (g)           No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC
or any other governmental or regulatory body with respect to public trading in
the Common Stock.

      


       (h)           Since
the date of this Agreement, no Material Adverse Effect shall have
occurred.

      


       (i)           Since
the date of this Agreement, no contract or agreement materially affecting the
capitalization of the Company shall have been entered into by the Company
without the prior written consent of the Investor.

      


      6.2           Conditions to Obligations of
the Company. The Company's obligation to sell and issue the Shares at the
Closing is subject to the fulfillment to the satisfaction of the Company on or
prior to the Closing Date of the following conditions, any of which may be
waived by the Company:

      


       (a)           The
representations and warranties made by the Investors in Section 5 hereof, other
than the representations and warranties contained in Sections 5.3, 5.4, 5.5,
5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and
correct in all material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same force and effect as if they
had been made on and as of said date.  The Investment Representations
shall be true and correct in all respects when made, and shall be true and
correct in all respects on the Closing Date with the same force and effect as if
they had been made on and as of said date.  The Investors shall have
performed in all material respects all obligations and covenants herein required
to be performed by them on or prior to the Closing Date.


      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

      


       (b)           The
Investors shall have executed and delivered the Registration Rights
Agreement.

      


       (c)           The
Investors shall have delivered the Purchase Price to the Company by wire
transfer of immediately available funds to the account set forth on Schedule
I.

      
 

      6.3           Termination of Obligations
to Effect Closing; Effects.

      


       (a)           The
obligations of the Company, on the one hand, and the Investors, on the other
hand, to effect the Closing shall terminate as follows:

      


       (i)        
    Upon the mutual written consent of the Company and the
Investors;

      


       (ii)        
   By the Company if any of the conditions set forth in Section
6.2 shall have become incapable of fulfillment, and shall not have been waived
by the Company;

      


       (iii)          
By an Investor (with respect to itself only) if any of the conditions set forth
in Section 6.1 shall have become incapable of fulfillment, and shall not have
been waived by the Investor; or

      


       (iv)         
By either the Company or any Investor (with respect to itself only) if the
Closing has not occurred on or prior to March 19, 2010;

      


      provided,
however, that, except in the case of clause (i) above, the party seeking to
terminate its obligation to effect the Closing shall not then be in breach of
any of its representations, warranties, covenants or agreements contained in
this Agreement or the other Transaction Documents if such breach has resulted in
the circumstances giving rise to such party’s seeking to terminate its
obligation to effect the Closing.

      


      (b)           Nothing
in this Section 6.3 shall be deemed to release any party from any liability for
any breach by such party of the terms and provisions of this Agreement or the
other Transaction Documents or to impair the right of any party to compel
specific performance by any other party of its obligations under this Agreement
or the other Transaction Documents.

      


      7.           Covenants and Agreements of
the Company.

      


      7.1           No Conflicting
Agreements.  The Company will not take any action, enter into
any agreement or make any commitment that would conflict or interfere in any
material respect with the Company’s obligations to the Investors under the
Transaction Documents.


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

      


      7.2           Insurance.  The
Company shall not materially reduce the insurance coverages described in Section
4.19.

      


      7.3           Compliance with
Laws.  The Company will comply in all material respects with
all applicable laws, rules, regulations, orders and decrees of all governmental
authorities.

      


      7.4           Listing of Underlying Shares
and Related Matters.  The Company shall take all necessary
action to cause the Shares to be listed on the Nasdaq Capital Market as soon as
practicable on or after the Closing Date.  Without limiting the
generality of the foregoing, no later than five Business Days after the Closing
Date, the Company shall file with Nasdaq a Notification Form: Listing of
Additional Shares for the listing of the Shares on the Nasdaq Capital Market, a
copy of which shall be provided to the Investors.  Further, if the
Company applies to have its Common Stock or other securities traded on any other
principal stock exchange or market, it shall include in such application the
Shares and will take such other action as is necessary to cause such Common
Stock to be so listed.  The Company will use commercially reasonable
efforts to continue the listing and trading of its Common Stock on the Nasdaq
Capital Market and, in accordance, therewith, will use commercially reasonable
efforts to comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of such market or exchange, as
applicable.

      


      7.5           Termination of
Covenants.  The provisions of Sections 7.1 through 7.4 shall
terminate and be of no further force and effect on the date on which the
Company’s obligations under the Registration Rights Agreement to register or
maintain the effectiveness of any registration covering the Registrable
Securities (as such term is defined in the Registration Rights Agreement) shall
terminate.

      


      7.6           Removal of
Legends.  In connection with any sale or disposition of the
Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption
under the 1933 Act such that the purchaser acquires freely tradable shares and
upon compliance by the Investor with the requirements of this Agreement, the
Company shall cause the transfer agent for the Common Stock (the “Transfer
Agent”) to issue replacement certificates representing the Shares sold or
disposed of without restrictive legends.  Upon the earlier of (i)
registration for resale pursuant to the Registration Rights Agreement or (ii)
the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the
Company shall (A) deliver to the Transfer Agent irrevocable instructions that
the Transfer Agent shall reissue a certificate representing shares of Common
Stock without legends upon receipt by such Transfer Agent of the legended
certificates for such shares, together with either (1) a customary
representation by the Investor that Rule 144 applies to the shares of Common
Stock represented thereby or (2) a statement by the Investor that such Investor
has sold the shares of Common Stock represented thereby in accordance with the
Plan of Distribution contained in the Registration Statement, and (B) cause its
counsel to deliver to the Transfer Agent one or more blanket opinions to the
effect that the removal of such legends in such circumstances may be effected
under the 1933 Act.  From and after the earlier of such dates, upon an
Investor’s written request, the Company shall promptly cause certificates
evidencing the Investor’s Shares to be replaced with certificates which do not
bear such restrictive legends.


      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

      


      7.7  Pre-Emptive
Rights.

      


      (a)           If
at any time after the date hereof, the Company determines to issue equity
securities of any kind (for these purposes, the term “equity securities”
shall include, without limitation, Common Stock, warrants, options or other
rights to acquire equity securities convertible or exchangeable into equity
securities) of the Company (other than:  (i) the issuance of equity
securities to employees, officers or directors of, or consultants or advisors to
the Company pursuant to any employee benefit plan approved, in good faith, by
the Board of Directors of the Company; (ii) the issuances of equity securities
upon the exercise or conversion of any securities of the Company outstanding on
the date of this Agreement; (iii) any equity securities issued as consideration
in connection with an acquisition, merger, consolidation, restructuring,
reorganization, or other change in capitalization by the company provided such
transaction has been approved by the Board; (iv) any equity security issued in
connection with a collaboration, disposition or acquisition or assets, product
promotion, marketing, manufacturing or supply, and/or research and development,
including without limitation pursuant to a license agreement, purchase
agreement, (co-)promotion agreement, manufacturing agreement, collaboration or
other similar agreement related thereto; or (v) the issuance of equity
securities pursuant to an underwritten public offering of the Company pursuant
to an effective registration statement filed under the Securities
Act;

      


      then, (i) with respect to Lansdowne UK
Strategic Investment Master Fund Limited (“Lansdowne”) for so
long as Lansdowne beneficially owns (within the meaning of Rule 13d-3 under the
1934 Exchange Act, as amended) an aggregate of at least 15% of the shares of
Common Stock outstanding (not including any shares of Common Stock issued from
and after the date hereof pursuant to the exceptions set forth in Section
7.7(a)(i)-(v) above) and (ii) with respect to each of the other Investors hereto
for so long as such Investor beneficially owns (within the meaning of Rule 13d-3
under the 1934 Exchange Act, as amended) an aggregate of at least 75% of the
shares of Common Stock acquired pursuant to the terms of this Purchase
Agreement, the Company shall:

      (1)           give
written notice to the Investor setting forth in reasonable detail (A) the
designation and all of the terms and provisions of the securities proposed to be
issued (the “Proposed
Securities”), including, where applicable, the voting powers, preferences
and relative participating, optional or other special rights, and the
qualification, limitations or restrictions thereof and interest rate and
maturity; (B) the price and other terms of the proposed sale of such securities;
and (C) the amount of such Proposed Securities;

      (2)           offer
to issue to the Investor upon the terms described in the notice delivered
pursuant to Section 7.7(a)(1) above, a portion of the Proposed Securities equal
to (i) the percentage of the Common Stock owned by the Investors immediately
prior to the issuance of the equity securities relative to the total number of
shares of Common Stock outstanding immediately prior to the issuance of the
equity securities, multiplied by (ii) the total number of Proposed Securities;
provided that the Company shall take all steps necessary to offer or sell such
Proposed Securities to the Investors in compliance with the applicable law and
the rules and regulations of the SEC and NASDAQ.


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

      


      (b)           The
Investors must give notice of its intent to exercise its purchase rights
hereunder within 3 Business Days after receipt of such notice from the
Company.

      (c)           Upon
the expiration of the offering period described above, the Company will be free
to sell such Proposed Securities that the Investors have not elected to purchase
during the 90 days following such expiration on terms and conditions no more
favorable to the purchasers thereof than those offered to the
Investors.

      (d)           The
election by the Investors not to exercise its preemptive rights under this
Section 7.7 in any one instance shall not affect its right (other than in
respect of a reduction in its percentage holdings) as to any subsequent proposed
issuance.  Any sale of such securities by the Company without first
giving the Investors the rights described in this Section 7.7 shall be void and
of no force and effect.

      


      8.             Survival and
Indemnification.

      


       8.1    Survival.  Except
as otherwise set forth herein, the representations, warranties, covenants and
agreements contained in this Agreement shall survive the Closing of the
transactions contemplated by this Agreement for a period of one
year.

      


      8.2        
 Indemnification.  The
Company agrees to indemnify and hold harmless each Investor and its Affiliates
and their respective directors, officers, employees and agents from and against
any and all losses, claims, damages, liabilities and expenses (including without
limitation reasonable attorney fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof)
(collectively, “Losses”) to which such Person may become subject as a result of
any breach of representation, warranty, covenant or agreement made by or to be
performed on the part of the Company under the Transaction Documents, and will
reimburse any such Person for all such amounts as they are incurred by such
Person.

      


      8.3        
Conduct of
Indemnification Proceedings.  Promptly
after receipt by any Person (the “Indemnified Person”) of
notice of any demand, claim or circumstances which would or might give rise to a
claim or the commencement of any action, proceeding or investigation in respect
of which indemnity may be sought pursuant to Section 8.2, such Indemnified
Person shall promptly notify the Company in writing and the Company shall assume
the defense thereof, including the employment of counsel reasonably satisfactory
to such Indemnified Person, and shall assume the payment of all fees and
expenses; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its
obligations hereunder except to the extent that the Company is materially
prejudiced by such failure to notify.  In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company and the Indemnified Person shall have mutually agreed to
the retention of such counsel; or (ii) in the reasonable judgment of counsel to
such Indemnified Person representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between
them.  The Company shall not 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 Company shall indemnify and hold harmless such
Indemnified Person from and against any loss or liability (to the extent stated
above) by reason of such settlement or judgment.  Without the prior
written consent of the Indemnified Person, which consent shall not be
unreasonably withheld, the Company shall not effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all liability arising out of such
proceeding.


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

      


      9.           Miscellaneous.

      


      9.1           Successors and
Assigns.  This Agreement may not be assigned by a party hereto
without the prior written consent of the Company or the Investors, as
applicable, provided, however, that an Investor may assign its rights and
delegate its duties hereunder in whole or in part to an Affiliate or to a third
party acquiring some or all of its Shares in a transaction complying with
applicable securities laws without the prior written consent of the Company or
the other Investors.  The provisions 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.

      


      9.2           Counterparts;
Faxes.  This Agreement may be executed in two 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.

      


      9.3           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.

      


      9.4           Notices.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (ii) if given by telex or telecopier, then such notice
shall be deemed given upon receipt of confirmation of complete transmittal,
(iii) if given by mail, then such notice shall be deemed given upon the earlier
of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by
an internationally recognized overnight air courier, then such notice shall be
deemed given one Business Day after delivery to such carrier.  All
notices shall be addressed to the party to be notified at the address as
follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      


      If to the
Company:

      


      Response
Genetics, Inc.

      1640
Marengo Street

      6th
Floor

      Los
Angeles, California 90033

      Attention:           Denise
L. McNairn

      Fax:                    (301)
644-1597

      


      With a copy to:

      


      Willkie
Farr & Gallagher LLP

      787
Seventh Avenue

      New York,
New York 10019-6099

      Attention:  Steven
A. Seidman

      Fax:  (212)
728-9763

      


      If to the Investors:

      


      to the
addresses set forth on the signature page hereto.

      


      9.5           Expenses.  The
parties hereto shall pay their own costs and expenses in connection herewith; it
being understood that each of the Company and the Investor has relied for such
matters on the advice of its own respective counsel.  In the event
that legal proceedings are commenced by any party to this Agreement against
another party to this Agreement in connection with this Agreement or the other
Transaction Documents, the party or parties which do not prevail in such
proceedings shall severally, but not jointly, pay their pro rata share of the
reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses
incurred by the prevailing party in such proceedings.

      


      9.6           Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Required Investors; provided, however,
that no such amendment or waiver which adversely affects an Investor shall be
binding on such Investor without its written consent.  Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each
holder of any Shares purchased under this Agreement at the time outstanding,
each future holder of all such Shares, and the Company.

      


      9.7           Publicity.  Except
as set forth below, no public release or announcement concerning the
transactions contemplated hereby shall be issued by the Company or the Investors
without the prior consent of the Company (in the case of a release or
announcement by the Investors) or the Investors (in the case of a release or
announcement by the Company) (which consents shall not be unreasonably
withheld), except as such release or announcement may be required by law or the
applicable rules or regulations of any securities exchange or securities market,
in which case the Company or the Investors, as the case may be, shall allow the
Investors or the Company, as applicable, to the extent reasonably practicable in
the circumstances, reasonable time to comment on such release or announcement in
advance of such issuance.  By 8:30 a.m. (New York City time) on the
trading day immediately following the Closing Date, the Company shall issue a
press release disclosing the consummation of the transactions contemplated by
this Agreement.  No later than the fourth trading day following the
Closing Date, the Company will file a Current Report on Form 8-K attaching the
press release described in the foregoing sentence as well as copies of the
Transaction Documents.  In addition, the Company will make such other
filings and notices in the manner and time required by the SEC or
Nasdaq.


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

      


      9.8           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 provision hereof prohibited or unenforceable in any
respect.

      


      9.9           Entire
Agreement.  This Agreement, including the Exhibits and the
Disclosure Schedules, and the other Transaction Documents constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and
thereof.

      


      9.10         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.

      


      9.11         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.


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

      __________________


      [signature
page follows]


      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

      


      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

                  


          

        

      

       

      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      


      


      
        
          
            	
                    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

                  


          

        

      

      


      Aggregate
Purchase Price:  $787,007.39

      Number of
Shares:  600,769

      


      Address
for Notice:

      15 Davies
Street,

      London,
W1K 3AG

      United
Kingdom


      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      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

                    


            

          

        

      

      


      Aggregate
Purchase Price:  $1,780,000.49

      Number of
Shares:  1,358,779

      


      Address
for Notice:

      c/o
Greenway Capital

      300
Crescent Court

      Suite
1111

      Dallas,
Texas 75201


      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    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

                  


          

        

      

      


      Aggregate
Purchase Price:  $220,000.09

      Number of
Shares:  167,939

      


      Address
for Notice:

      c/o
Greenway Capital

      300
Crescent Court

      Suite
1111

      Dallas,
Texas 75201


      
        
           


        

        
          -28-

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      By:

                    	
                      /s/
      Steven R. Becker

                    
	 
      	
                      Steven
      Becker

                    


            

          

        

      

      


      Aggregate
Purchase Price:  $499,999.99

      Number of
Shares:  381,67

      


      Address
for Notice:

      


      c/o
Greenway Capital

      300
Crescent Court

      Suite
1111

      Dallas,
Texas 75201


      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      Matthew Drapkin

                  
	 
      	
                    Mathew
      Drapkin

                  


          

        

      

      


      Aggregate
Purchase Price:  $150,000.24

      Number of
Shares:  114,504

      


      Address
for Notice:

      


      c/o
Greenway Capital

      300
Crescent Court

      Suite
1111

      Dallas,
Texas 75201


      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    PARAGON ASSOCIATES JV

                  
	 
      
	
                    By:

                  	
                    /s/
      Scott Palmer

                  
	
                    Name:
      Scott Palmer

                  
	
                    Title:
Analyst

                  


          

        

      

      


      Aggregate
Purchase Price:  $499,999.99

      Number of
Shares:  381,679

      


      Address
for Notice:

      


      500
Crescent Court

      Suite
260

      Dallas,
Texas 75201


      
        
           


        

        
          -31-