Unassociated Document


    
      Exhibit
10.1

    

     

    
      Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission.  The
omissions have been indicated by asterisks (“[***]”), and the omitted text has
been filed separately with the Securities and Exchange
Commission.

    

     

     

    NON-EXCLUSIVE
LICENSE AGREEMENT

     

    This
Non-Exclusive License Agreement (the “Agreement”) is entered into
as of the 5th day of March, 2010 (the “Effective Date”), by and
between Response
Genetics, Inc. a corporation organized under the laws of the State of
Delaware (“RGI”) and
GlaxoSmithKline
LLC a Delaware limited
liability company (“GSK”).  RGI and GSK
are each referred to as “Party” and collectively as
the “Parties”.

     

    Whereas,
RGI has developed and owns certain patent applications and technology relating
to BRAF mutation detection; and

     

    Whereas,
GSK wishes to obtain, and RGI is willing to grant to GSK, a non-exclusive
license under the RGI Patents and RGI Technology to validate and commercialize
certain products relating to BRAF mutation that detects the BRAF [***] genetic
alterations on the terms and subject to the conditions set forth
herein.

     

    Now,
Therefore, in consideration of the
mutual covenants and promises hereinafter set forth, the Parties hereto hereby
agree as follows:

     

    ARTICLE
1

    Definitions

     

    1.1           “Affiliate” means any
corporation, firm, partnership or other entity, which directly or indirectly
through one or more intermediaries’ controls, is controlled by or is under
common control with a Party to this Agreement.  An entity will be
deemed to “control” another entity for purposes of this definition if it (a)
owns, directly or indirectly, at least fifty percent (50%) of the outstanding
voting securities or capital stock (or such lesser percentage which is the
maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) of such other entity, or has other comparable ownership interest
with respect to any entity other than a corporation; or (b) has the power,
whether pursuant to contract or ownership of securities, to direct the
management and policies of the entity.

    


    1.2           “Arising Technology” means any
Technology that is discovered, developed, invented or created solely by or on
behalf of either Party or jointly by or on behalf of both Parties as a result of
the performance of obligations under this Agreement.

     

    1.3           “Available Funds” has the
meaning assigned to such term in Section 5.4.

     

    1.4           “BRAF Assay” means the
laboratory developed test (“LDT”) developed and
Controlled by RGI as of the Effective Date that is used to determine the
existence of the BRAF [***] genetic alterations in tissue samples, including
human tumor samples.

     

    1.5           “Business Day” means any day
other than a Saturday or Sunday on which banking institutions in New York, New
York are open for business; provided, that “Business Day” excludes the nine (9)
consecutive calendar days beginning on December 24 and continuing
through January 1 of each calendar year during the Term.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    1.6           “CLIA” means Clinical
Laboratory Improvement Amendments of 1988, its implementing regulations and
guidance.

     

    1.7           “Confidential Information”
means any confidential or proprietary information relating to any research
project, work in process, future development, scientific, engineering,
manufacturing, marketing, business plan, financial or personnel matter relating
to either Party, its present or future products, sales, suppliers, customers,
employees, investors or business, whether in oral, written, graphic or
electronic form, including Tangible Materials.

     

    1.8           “Control,” “Controls,” “Controlled” or “Controlling” means possession of the
ability to grant the licenses or sublicenses as provided herein without
violating the terms of any agreement or other arrangement
with any Third Party.  A Party shall be deemed to
Control patents or know-how to the extent
of its individual or joint interest therein, as applicable.

     

    1.9           “European Union” means all
countries that are officially recognized as member states of the European Union
at any particular time during the Term.

     

    1.10           “FDA” means the Food and Drug
Administration of the United States Department of Health and Human Services or
any successor or other agency with responsibilities comparable to the Food and
Drug Administration.

     

    1.11           “IDE” means an Investigational
Device Exemption application filed with the FDA pursuant to 21 C.F.R. Part 812,
or any comparable filing made with a Regulatory Authority in a country other
than the United States.

     

    1.12           “Improvements” means any
Arising Technology that derives from or improves upon one or more attributes of
the RGI Technology or the subject matter claimed in the RGI
Patents.  Improvements exclude all Therapeutic
Technology.

     

    1.13           “Nationalization Countries”
means [***].

     

    1.14           “PMA” means a Premarket
Approval Application filed with the FDA pursuant to 21 C.F.R. Part 814, or any
comparable filing made with a Regulatory Authority in a country other than the
United States.

     

    1.15           “Product” means the BRAF Assay
or other LDT, or an in vitro diagnostic device (“IVD”) in each case that is
used to determine the existence of the BRAF [***] genetic alterations in tissue
samples, including human tumor samples.

     

    1.16           “Regulatory Authority” means
the FDA, and any health regulatory authority in any country in the Territory that is a counterpart to the FDA and
holds responsibility for granting regulatory marketing
approval for a Product in such country,
and any successor(s) thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    1.17           “RGI Patents” means
(a) the U.S. patent applications (and their foreign equivalents) listed on
Exhibit A and any
patents issuing therefrom, and any other patent applications claiming RGI
Technology and any patents issuing therefrom that relates to the BRAF Assay or
other Product, and (b) substitutions, divisions, continuations,
continuations-in-part, provisional applications, reissues, renewals,
registrations, confirmations, re-examinations, extensions, supplementary
protection certificates and the like of the patents and patent applications
described in (a).  RGI Patents excludes any and all patents claiming
or covering Therapeutic Technology and extraction technology that does not also
claim the BRAF Assay or other Product.

     

    1.18           “RGI Technology” means
Technology Controlled by RGI during the Term that relates to the BRAF Assay or
other Product. RGI Technology excludes all Therapeutic
Technology.  RGI Technology excludes any RGI Patents.

     

    1.19           “Services Agreement” means the
Amended and Restated Master Laboratory Test Services Agreement between the
Parties dated December 22, 2008.

     

    1.20           “Studies” has the meaning
assigned to such term in Section 5.3.

     

    1.21           “Support Services” has the
meaning assigned to such term in Section 5.3.

     

    1.22           “Tangible Materials” means the
items listed in Exhibit C, which are all materials related to the identification
of the BRAF [***], including but not limited to [***] that have been established
as of the Effective Date.

     

    1.23           “Technology” means all
tangible and intangible information, techniques, technology,
practices, trade secrets, inventions (whether patentable or not), improvements,
methods, knowledge, know-how, skill, experience, data, results, analytical and
quality control data, results or descriptions, software and
algorithms, reports and study reports, compositions of matter, cells, cell
lines, assays, animal models and physical, biological or chemical
materials.

     

    1.24           “Technology Access Fee” has
the meaning assigned to such term in Section 4.1.

     

    1.25           “Term” means the period
commencing on the Effective Date and [***].

     

    1.26           “Territory” means
worldwide.

     

    1.27           “Testing Services Schedule”
means Exhibit A entitled “Testing Services Fee Schedule” attached to the
Services Agreement.

     

    1.28           “Therapeutic Technology” means
any Arising Technology that (i) relates to any [***].

     

    1.29           “Third Party” shall mean any
entity other than GSK or RGI or an Affiliate of GSK or RGI.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    1.30           “Valid Claim” means a claim of
an issued and unexpired patent included within the Patent Rights which has not
been revoked or held unenforceable, unpatentable or invalid by a decision of a
court or other governmental agency of competent jurisdiction (which decision is
not appealable or has not been appealed within the time allowed for appeal), nor
has been disclaimed, denied or admitted to be invalid or unenforceable through
reissue, re-examination or disclaimer or otherwise.

     

    ARTICLE
2

    Grant
of Rights

     

    2.1           Non-Exclusive License
Grant.  Subject to the terms and conditions of this Agreement,
RGI hereby grants to GSK, during the Term, (a) a non-exclusive, sublicenseable,
[***] license to the RGI Patents and RGI Technology in the Territory, and (b)
the right to use the Tangible Materials, in both cases to identify, research,
develop, make, have made, use, sell, offer for sale and import
Products.  [***].

     

    2.2           Grant-Back.  Subject
to the terms and conditions of this Agreement, GSK hereby grants to RGI a
perpetual, non-exclusive, nontransferable, non-sublicenseable, royalty-free
license to Improvements Controlled by GSK for any purpose in the Territory;
provided, that the foregoing license expressly excludes all Therapeutic
Technology and RGI shall not have any claims to or rights in such Therapeutic
Technology for any purpose whatsoever.  

     

    ARTICLE
3

    MATERIAL
AND TECHNOLOGY TRANSFER

    


    3.1           Transfer. Within five (5)
Business Days after the receipt of the Technology Access Fee, RGI shall provide
the Tangible Materials and RGI Technology to GSK in good
condition.  The Tangible Materials and RGI Technology shall be deemed
accepted by GSK ten (10) Business Days following GSK’s receipt thereof, unless
during such period, GSK notifies RGI in writing that the Tangible Materials and
RGI Technology were not received in good condition, as described in 3.2, in
GSK’s discretion.

     

    3.2           Subsequent Shipment. In the
event that GSK reasonably determines that the Tangible Materials are not in
acceptable condition fit for the purpose of reproducibility of the assays, RGI
will transfer a new shipment of the Tangible Materials to GSK within five (5)
Business Days after RGI’s receipt of such notice from GSK.   RGI
will continue to provide subsequent shipments of the Tangible Materials until
Tangible Materials are deemed fit for the purpose of reproducibility of the
assays.

     

    ARTICLE
4

    Payment
Obligations

     

    4.1           Technology Access
Fee.  In consideration of the transfer of the Tangible Materials and
RGI Technology to GSK by RGI, as described in Article 3, GSK
shall pay to RGI a one-time, non-refundable technology access fee of [***]. Such
Technology Access Fee shall be paid within ten (10) Business Days after receipt of an invoice by GSK from
RGI sent after the Effective Date.  

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    4.2           Milestone
Payments.  Except as set forth in Section 7.5, GSK shall make
each of the following non-refundable payments to RGI upon achievement of each of
the following events:

     

    
      	
              Milestones

            	
              Payment

            
	
              [***]

            	
              [***]

            
	
              [***]

            	
              [***]

            
	
              [***]

            	
              [***]

            


    

    


    The
milestone payments set forth above will be made within [***] calendar days of
receipt by GSK of an invoice provided by RGI to GSK.  GSK will provide
RGI written notification within [***] Business Days of the occurrence of any
milestone.  No milestone payment will be payable to RGI more than
once.  No payment will be made for any milestone that is not
achieved.

     

    4.3           Exchange Rate; Manner and Place of
Payment. All payments hereunder shall be payable in U.S.
dollars.  All payments owed under this Agreement shall be made by wire
transfer to a bank account designated in writing by RGI, unless otherwise
specified in writing by RGI.

     

    4.4           Taxes.  If provision
is made in law or regulation for withholding, such tax shall be deducted by GSK
from the sums otherwise payable by it hereunder for payment to the proper taxing
authority on behalf of RGI and a receipt of payment of the tax secured and
promptly delivered to RGI.  Each Party agrees to assist the other
Party in claiming exemption from such deductions or withholdings under any
double taxation or similar agreement or treaty from time to time in
force.

     

    4.5           Invoices.  All
invoices provided to GSK hereunder shall include RGI’s bank details and RGI’s
contact name for issue resolution, and be sent in PDF format to [***] with a copy to [***] (or such other
e-mail address(es) as may be notified to RGI by GSK).

     

    ARTICLE
5

    Regulatory
Matters; Development

    


    5.1           PMA Filings and Support. GSK
or its sublicensees shall be solely responsible for filing PMAs for the Product
in the Territory for the use and sale of such Product, and for obtaining and
maintaining approval of such PMAs, at GSK’s or its sublicensees’ cost and in
GSK’s or its sublicensees’ discretion.  To the extent practicable, GSK
shall provide RGI with copies of drafts of PMAs prior to submission to the FDA
or other Regulatory Authority within a reasonable amount of time to allow RGI to
review and comment on such draft PMAs, and GSK shall consider all comments from
RGI in good faith prior to submission.  RGI shall,
upon GSK’s reasonable request and at GSK’s expense, promptly provide additional
assistance to GSK or its sublicensees, and make its
personnel with appropriate expertise available to discuss with GSK or its
sublicensees issues, in either case, in connection with PMA filings and other
interactions with Regulatory Authorities regarding the BRAF
Assay or other Product.  Without limiting the foregoing, at GSK’s
request and expense, RGI shall perform Studies (as described below in Section
5.3) in accordance with CLIA, using the BRAF Assay and tissue samples from
clinical trials conducted by or on behalf of GSK, to the extent such testing is
required to support a PMA submission to the Regulatory Authorities for the BRAF
Assay or other Product.

       

    5.2           IDE Filing and
Support.  RGI shall provide evidence and data related to the
analytical and clinical validation of the BRAF Assay, and other assistance
reasonably requested by GSK, to support submission of an IDE for the development
of a Product designated as Investigational Use Only (“IUO”) for use in the conduct
of clinical trials in accordance with 21 C.F.R. Part 809.10.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    5.3           Studies and
Support.  If studies, excluding in vitro diagnostics, as
described in the Testing Services Schedule are either requested by GSK to be
conducted, or required by Regulatory Authorities in order to obtain PMA approval
of the BRAF Assay or other Product (the “Studies”), then RGI shall
perform such Studies in accordance with the terms of the Services Agreement, or
at GSK’s option, RGI shall provide assistance to GSK or its sublicensees to
enable GSK or its sublicensees to perform such Studies.  The types of
Studies, and fees associated therewith, are set forth on the Testing Services
Schedule.  In addition to the foregoing, at GSK’s request and expense,
RGI shall provide additional support services, excluding in vitro diagnostics,
such support services and the fees associated therewith, as described on Exhibit B to this Agreement
(the “Support
Services”).  Within thirty (30) days after the end of each
calendar quarter in which RGI conducts Studies or provides Support Services, RGI
shall submit a report to GSK which shall include full details of the Results
generated during the course of the Studies or Support
Services.  “Results” include any information or data, including raw
data.  GSK shall own all Results.

     

    5.4           Cost of Studies and Support Services. GSK shall be responsible
for costs incurred by RGI in connection with the provision of Support Services
and conduct of Studies as set forth in this Section 5.4 and the Services
Agreement, as applicable.  Under the terms of the Services Agreement,
the initial upfront payment to RGI of $1.3 million may be credited against
Studies performed by RGI during the Term (as defined in the Services Agreement)
of the Services Agreement.  As of the Effective Date, [***] of the
$1.3 million remains available for credit towards Studies to be conducted by RGI
(the “Available
Funds”).  In the event GSK requests the performance of Studies,
in accordance with Section 5.1 or 5.3, RGI shall, within thirty (30) days after
the end of each calendar quarter in which RGI performed such Studies, submit
supporting documentation setting forth the costs incurred in connection with the
performance of such Studies, along with a
credit acknowledgement for such costs.  The credit acknowledgement
shall be credited against the Available Funds and shall be sent to the attention
of [***].  In the event GSK requests the performance of Support
Services in accordance with Section 5.3, RGI shall, within thirty (30) days
after the end of each calendar quarter in which RGI performed such Support
Services, submit supporting documentation setting forth the costs incurred in
connection with the performance of such Support Services, along with an invoice
for such costs.  GSK shall reimburse such costs to RGI within sixty
(60) days of receipt of each quarterly invoice.

     

    ARTICLE
6

    Confidentiality;
Use of Name; Publications

     

    6.1           Confidentiality.  All
Confidential Information disclosed by one Party to the other shall remain the
property of the disclosing Party and, during the term of the Agreement and for
five (5) years thereafter, such Confidential Information shall be maintained by
the receiving Party in confidence with the same degree of care it applies with
its own Confidential Information, and in any event no less than a reasonable
standard of care.  Either Party may disclose the Confidential
Information of the other Party on a need-to-know basis to the receiving Party’s
Affiliates, and its or their directors, officers, employees, contractors or
consultants, to the extent such disclosure is reasonably necessary in connection
with the receiving Party’s activities as expressly authorized by this Agreement
provided that the receiving Party’s Affiliates, and its or their directors,
officers, employees, contractors or consultants are bound by similar obligations
of confidence.  Each Party will promptly notify the other upon
discovery of any unauthorized use or disclosure of the other Party’s
Confidential Information.  Notwithstanding anything to the contrary in
this Article 6, GSK may disclose RGI’s Confidential Information to its
sublicensees that are under written obligations of confidentiality at least as
strict as the obligations set forth in this Article 6 for the purpose of
identifying, researching, developing, making, having made, using, selling,
offering for sale and importing Products. GSK will provide written notification
to RGI identifying such sublicensee.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    6.2           Nothing
in this Article 6 shall in any way restrict the rights of either Party to use or
disclose any information disclosed hereunder which:

     

    (a)           can
be demonstrated to have been in the public domain as of the Effective Date or
enters into the public domain during the Term through no act or omission of the
receiving Party; or

     

    (b)           can
be demonstrated to have been known to the receiving Party prior to the Effective
Date, to the extent evidenced by written records; or

     

    (c)           can
be demonstrated to have been rightfully received by the receiving Party after
disclosure under this Agreement from a Third Party that has a right to make such
a disclosure free from any obligation of confidentiality to the disclosing
Party; or

     

    (d)           can
be demonstrated to have been independently developed by employees, agents or
consultants of the receiving Party who have not had access to Confidential
Information provided to the receiving Party hereunder, to the extent evidenced
by written records.

     

    6.3           Notwithstanding
any provision herein to the contrary, in the event that any Party receiving
Confidential Information hereafter becomes obligated by mandatory applicable
law, regulatory rule or judicial or administrative order to disclose the
disclosing Party’s Confidential Information or any portion thereof, to any
governmental authority or court, the receiving Party shall immediately notify
the disclosing Party thereof of each such requirement and identify the
disclosing Party’s Confidential Information so required thereby, so that the
original disclosing Party may seek an appropriate protective order or other
remedy with respect to narrowing the scope of such requirement and/or waive
compliance by the receiving Party with the provisions of this
Agreement.

     

    6.4           If,
in the absence of such a protective order or other remedy, the receiving Party
is nonetheless required by mandatory applicable law to disclose any part of the
disclosing Party’s Confidential Information to any governmental authority or
court, the receiving Party may disclose such Confidential Information without
liability hereunder, provided, that, the receiving Party shall furnish only such
portion of the disclosing Party’s Confidential Information which is legally
required to be disclosed and only to the extent required by law.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    6.5           GSK,
its Affiliates and sublicensees may publish or publicly disclose
the results of any of the activities conducted by GSK, its Affiliates or
sublicensees under this Agreement, subject to GSK’s, its Affiliates’ and
sublicensees’ obligations regarding RGI’s Confidential Information, without the
prior written consent of RGI; provided, that GSK, its Affiliates or sublicensees
submit the proposed disclosure or publication to RGI for its review at least
thirty (30) days prior to the scheduled submission or disclosure.  If,
during the review period, RGI notifies GSK, its Affiliates or sublicensees that
it has identified RGI’s Confidential Information in a disclosure, GSK, its
Affiliates and sublicensees shall either delete any of RGI’s Confidential
Information from such proposed publication or disclosure or delay publication
for a period of up to sixty (60) days to permit RGI to file a patent application
covering such Confidential Information.  GSK, its Affiliates or
sublicensees shall appropriately acknowledge the contributions of RGI in any
such publication or disclosure in accordance with GSK’s internal policies and
procedures.  Except as provided in the foregoing sentence, neither
Party shall use the name of the other Party or of any director, officer, staff
member, employee, or agent of the other Party or any adaptation thereof in any
advertising, promotional or sales literature, or any other publication without
the prior written approval of the Party or individual whose name is to be
used.

     

    6.6           GSK,
its Affiliates and sublicensees shall have the right to publish the results or
summaries of results of all clinical trials conducted by or on behalf of GSK, and any observational or metanalysis studies, with respect to
clinical trials in which a Product is
used, in any clinical trial register maintained by GSK, its
Affiliates or sublicensees, and the protocols of clinical
trials relating to any Product on www.ClinicalTrials.gov (and/or in each case publish the results,
summaries and/or protocols of clinical trials on such other websites and/or
repositories as required by law or GSK’s or its Affiliates’ or sublicensees’ standard operating
procedures).

    


    ARTICLE
7

    Intellectual
Property Rights

     

    7.1           Ownership of Existing Intellectual
Property.

     

    (a)           RGI
shall retain all of its rights, title and interest in and to the RGI Patents and RGI Technology that RGI Controls as
of the Effective Date.  Except as provided in this Agreement, GSK
shall not have any claims to or rights in the RGI Patents and RGI Technology
Controlled by RGI as of the Effective Date.

     

    (b)           GSK
shall retain all of its rights, title and interest in and to any patents and
know-how Controlled by GSK as of the Effective Date.  RGI shall not
have any claims to any patents or know-how Controlled by GSK as of the Effective
Date.

     

    7.2           Ownership
of Arising Technology.

     

    (a)           Inventorship
of Arising Technology shall be determined in accordance with U.S. patent laws for all purposes under this Agreement and such
principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, developed, invented or created any Arising
Technology.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    (b)           GSK
shall be the sole owner of, with all rights, title and interest in, any Arising Technology discovered, developed, invented or created
solely by or on behalf of GSK personnel as a result of the
performance of obligations under this Agreement.  In addition, GSK shall be the sole owner of,
with all rights, title and interest in, any Therapeutic Technology, whether
discovered, developed, invented or created solely by or on behalf of either
Party or jointly by the Parties.  RGI shall duly execute and deliver,
or cause to be duly executed and delivered, such further instruments and do and
cause to be done such further acts and things as may be necessary or as GSK may
reasonably request in order to ensure GSK’s ownership of all Therapeutic
Technology.

     

    (c)           Subject
to Section7.2 (b) regarding GSK’s ownership of all Therapeutic Technology, RGI
shall be the sole owner of, with all rights, title and interest in, any Arising
Technology discovered, developed, invented or created solely by or on behalf of
RGI personnel as a result of the performance of obligations under this
Agreement.  Any such patents shall be RGI Patents and such know-how
shall be RGI Technology hereunder.

     

    (d)           Subject
to Section 7.2(b) regarding GSK’s ownership of all Therapeutic Technology, any
Arising Technology that is discovered,
developed, invented or created jointly by or on behalf of GSK and RGI as a result of the performance of
obligations under this Agreement shall be owned jointly by
GSK and RGI (“Joint
Inventions”), and
all rights, title and interest thereto shall be jointly owned by the Parties.  Each Party shall own an undivided one-half interest in and to each and
all Joint Inventions, and each Party
shall have the right, subject to any rights or licenses that are expressly
granted, or interests assigned, under this Agreement, and
the other provisions of this Agreement, to freely exploit, transfer, license or encumber its rights in any Joint Inventions, without the consent of the other and without any
obligation to account to the other for profits with respect
thereto, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any
jurisdiction to require any such accounting.

     

    (e)           Notwithstanding
Section 7.2(d), RGI shall not be permitted to license or divest its interest, in
whole or in part, in any Joint Inventions without first offering
GSK the opportunity to enter into negotiations for GSK to purchase or exclusively license all
of the rights in such Joint Inventions.  If GSK
does not wish to enter into such negotiations or the Parties
are not able to enter into a definitive agreement within
ninety (90) days of GSK first being
given notice, then thereafter RGI shall be permitted to
license and/or divest its interest, in whole or in part, in any Joint Inventions without obligation or accounting to GSK; provided,
that RGI may only offer such license to Third Parties on terms, which in the
aggregate are not more favorable than those last offered to GSK, unless the more
favorable terms have first been offered in writing to GSK and GSK either (a) has
declined in writing to accept such terms or (b) has not responded after a period
of thirty (30) days after receipt of such offer.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    7.3           Patent Prosecution and
Maintenance.

     

    (a)           RGI
shall own all right, title and interest in and to the RGI Patents and shall be
responsible for, and pay all costs associated with, the preparation, filing,
prosecution and maintenance of the RGI Patents.  During the Term, RGI
shall regularly provide GSK with copies of all patent applications and issued
patents encompassed within RGI Patents, and other material submissions and
correspondence with the patent offices, in sufficient time to allow for review
and comment by GSK; provided that, RGI shall consider in good faith all comments
of GSK.  In addition, RGI shall provide GSK and its patent counsel
with an opportunity to consult with RGI and its patent counsel regarding the
filing and contents of any such applications, submissions or correspondence, and
the advice and suggestions of GSK and its patent counsel shall be taken into
consideration in good faith by RGI and its patent counsel in connection with
such filing.

     

    (b)           GSK
shall be responsible, at its expense and in its discretion, for the preparation,
filing, prosecution and maintenance of patents claiming Joint Inventions (“Joint
Patents”).  During the Term, GSK shall regularly provide SGI
with copies of all patent applications and issued patents encompassed within the
Joint Patents, and other material submissions and correspondence with the patent
offices, in sufficient time to allow for review and comment by RGI; provided
that, GSK shall consider in good faith all comments of RGI.  In
addition, GSK shall provide RGI and its patent counsel with an opportunity to
consult with GSK and its patent counsel regarding the filing and contents of any
such applications, submissions or correspondence, and the advice and suggestions
of RGI and its patent counsel shall be taken into consideration in good faith by
GSK and its patent counsel in connection with such filing.

     

    7.4           Nationalization and
Validation.  RGI shall nationalize the PCT application set
forth in Exhibit A in the Nationalization Countries, and pay all costs
associated therewith.  In addition, RGI shall nationalize the PCT
application set forth in Exhibit A in such other countries as GSK requests (the
“Requested Countries”);
provided, that GSK shall pay all filing fees and reasonable attorneys’ fees for
prosecution of RGI Patents in the Requested Countries until such time as GSK
informs RGI that it is no longer interested in having the RGI Patents prosecuted
and maintained in such Requested Countries.  Upon allowance by the
European Patent Office of an RGI Patent, RGI shall enter such RGI Patent in
countries in the European Union requested by GSK, and GSK shall pay all
reasonable costs associated therewith.

     

    7.5           Abandonment.  If a
Party responsible for patent prosecution and maintenance under section 7.3
decides to cease prosecution or to allow to lapse any of the RGI Patents or
Joint Patents, as the case may be, in a country or region, then such Party (the
“Abandoning Party”)
shall inform the other Party (the “Assuming Party”) of such
decision at least ninety (90) days prior to such abandonment (or such longer
period as required to provide the Assuming Party a reasonable amount of time to
meet any applicable deadline to establish or preserve the RGI Patents or Joint
Patents, as the case may be, in such country or region).  The Assuming
Party shall have the right, but not the obligation, to assume responsibility for
continuing the prosecution of such RGI Patents or Joint Patents in such country
or region and paying any required fees to maintain such RGI Patents or Joint
Patents in such country or region, at the Assuming Party’s cost, through patent
counsel or agents of its choice.  If RGI is the Abandoning Party with
respect to RGI Patents, then (a) such RGI Patents shall be assigned to GSK (at
no additional cost to GSK), and RGI shall provide copies of all necessary files
related to the RGI Patents, take all actions and execute all documents
reasonably necessary to effect the assignment to GSK and to permit GSK to assume
responsibility therefor, and (b) any payments associated with milestones set
forth in Section4.2 that have not been achieved as of the date of RGI’s notice
of its intent to abandon the RGI Patents would no longer be due to RGI whether
or not such milestone is thereafter achieved.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    7.6           Enforcement.  If
either Party becomes aware of any suspected infringement of any RGI Patents or
misappropriation of any RGI Technology by a Third Party (“Infringement”), then that
Party shall promptly notify the other Party and provide it with all details of
such Infringement of which it is aware.  RGI shall have the first
right, but not the obligation, to address such Infringement in the Territory by
taking reasonable steps, which may include the institution of legal proceedings
or other action (an “Action”), and to compromise
or settle such Action; provided, that: (a) RGI shall keep GSK fully informed
about such Action and GSK shall provide all reasonable cooperation to RGI in
connection with such Action; and (b) RGI shall not take any position with
respect to, or compromise or settle, such Action in any way that is reasonably
likely to directly and adversely affect the scope, validity or enforceability of
the RGI Patents without the prior consent of GSK, which consent shall not be
unreasonably withheld.

     

    7.7           Infringement of Third Party
Rights.  If any action, suit or proceeding is brought against
either Party or an Affiliate or sublicensee of either Party alleging the
infringement of patents of a Third Party by the making, using, selling, offering
for sale or importing of Products, then such Party shall notify the other Party
within five (5) days of the earlier of (a) receipt of service of process in such
action, suit or proceeding, or (b) the date such Party becomes aware that such
action, suit or proceeding has been instituted.  The Party against
whom any action, suit, or proceeding is brought shall have the right, but not
the obligation, to defend such action, suit or proceeding.  The other
Party shall have the right to separate counsel at its or their own expense in
any such action, suit or proceeding, and the Parties shall cooperate with each
other in all reasonable respects in any such action, suit or
proceeding.

     

    ARTICLE
8

    Representations;
Warranties; Covenants

     

    8.1           RGI Representations and
Warranties.  RGI represents and warrants to GSK as of the
Effective Date that:

     

    (a)           it
Controls the RGI Patents and RGI Technology and has the right to grant to GSK
the license granted under Section 2.1;

     

    (b)           it
does not own or Control any patents or patent applications that dominate the RGI
Patents and is not aware of any patents or patent applications owned by a Third
Party that dominate the RGI Patents;

     

    (c)           to
the best of its knowledge, there are no additional patents or patent
applications specifically relating to the subject matter of the RGI Patents, or
that would be necessary or useful for GSK’s exercise of its rights granted
hereunder Controlled by RGI other than the RGI Patents;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    (d)           it
has not received notice that the practice of the RGI Patents or RGI Technology
infringes or misappropriates the rights or intellectual property of any Third
Party or any notice of any pending or threatened litigation alleging such
infringement or misappropriation;

     

    (e)           it
has not granted, and will not grant during the term, any right, license or
interest in or to the RGI Patents or RGI Technology that is in conflict with the
rights or licenses granted to GSK under this Agreement; and

     

    (f)           the
patent applications included in the RGI Patents have been duly filed and
maintained.

     

    8.2           Mutual Representations and
Warranties.  Each Party hereby represents and warrants to the
other Party that, as of the Effective Date:

     

    (a)           Corporate Power.  It
is duly organized, validly existing and in good standing under the laws of the
state of its incorporation and has full corporate power and authority to enter
into this Agreement and to carry out the provisions hereof.

     

    (b)           Due
Authorization.  It is duly authorized to execute and deliver
this Agreement and to perform its obligations hereunder.

     

    (c)           Binding
Agreement.  This Agreement is a legal and valid obligation
binding upon it and is enforceable in accordance with its terms, and the
execution, delivery and performance of this Agreement by such Party does not
conflict with any agreement, instrument or understanding, oral or written, to
which it is a party or by which it may be bound, nor violate any law or
regulation of any court, governmental body or administrative or other agency
having authority over it.

     

    8.3           Disclaimer of
Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, RGI EXPRESSLY DOES NOT WARRANT THE ACCURACY,
SAFETY, OR USEFULNESS FOR ANY PURPOSE, OF THE TECHNOLOGY COVERED UNDER THE
PATENT RIGHTS.  NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED
AS EITHER A WARRANTY OR REPRESENTATION BY RGI AS TO THE VALIDITY OR SCOPE OF ANY
PATENT RIGHTS.

     

    ARTICLE
9

    Term;
Termination

     

    9.1           Term of
Agreement.  Unless earlier terminated in accordance with
Section 9.2, this Agreement shall continue in effect until the expiration of the
Term.  Upon the expiration of this Agreement, GSK thereafter shall
have the right, itself or with or through a Third Party on GSK’s behalf, to
continue to practice the RGI Technology and subject matter recited in the claims
of the RGI Patents to identify, research, develop, make, have made, use, sell,
offer for sale and import Products.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    9.2           Termination.

     

    (a)           GSK
may terminate this Agreement with respect to all or any one or more of the RGI
Patents for any reason at any time during the Term, upon [***] days’ prior
written notice to RGI.

     

    (b)           If
either Party materially fails or neglects to perform under this Agreement (each,
a “Default”) and if such
Default is not corrected within [***]days after receiving written notice of such
Default, the non-defaulting Party shall have the right to terminate this
Agreement.  Any such termination of this Agreement
under this Section 9.2(b) shall become effective at the end of such [***] day period, unless the defaulting Party has either (i) cured any such Default prior to the expiration of such thirty (30) day period, or (ii) if such Default is not able to be cured within such [***] day period, the defaulting Party has, within such [***] day period, provided to the non-defaulting Party a written plan that is
reasonably calculated to effect a cure and such plan has been accepted by the
non-defaulting Party.

     

    (c)           Either
Party may terminate this Agreement if
the other Party (a) shall file in any court or agency
pursuant to any statute or regulation of any state or country, a petition in
bankruptcy or insolvency, for reorganization, for an arrangement, or for the appointment of a
receiver or trustee of the Party or of substantially all of
such Party’s assets, (b) proposes a written agreement of
composition or extension of substantially all of its debts, (c) shall be served with an involuntary petition against it, filed in
any insolvency proceeding, and such petition shall not be dismissed within
sixty (60) calendar days after the filing thereof, (d) shall
propose or be a party to any dissolution or liquidation, or (e) shall make an
assignment of substantially all of its assets for the
benefit of creditors.  All rights and licenses
granted under or pursuant to any section of this Agreement
are and shall otherwise be deemed to be for purposes of
Section 365(n) of Title 11, United States Code (the “Bankruptcy
Code”) licenses
of rights to “intellectual property” as defined in Section
101(56) of the Bankruptcy
Code.  The Parties shall retain and may fully
exercise all of their respective rights and elections under the Bankruptcy Code.  Upon the bankruptcy of any Party, the non-bankrupt Party shall further be
entitled to a complete duplicate of, or complete access to, any such
intellectual property, and such, if not already in its possession, shall be
promptly delivered to the non-bankrupt Party, unless the
bankrupt Party elects to continue, and continues, to perform
all of its obligations under this Agreement.

     

    9.3           Effect
of Termination.

     

    (a)           Upon
termination of this Agreement by GSK pursuant to Section 9.2(b) or 9.2(c), all
licenses granted to GSK hereunder shall continue at GSK’s
option.  Upon termination of this Agreement by GSK pursuant to Section
9.2(a) or by RGI pursuant to Section 9.2(b) or 9.2(c), the license granted to
GSK under Section 2.1 shall terminate; provided that, any sublicenses granted by
GSK pursuant to this Agreement shall continue and automatically transfer to
RGI.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    (b)           Within
thirty (30) days following the expiration or termination of this Agreement, each
Party shall return to the other Party, or destroy, upon the written request of
the other Party, any and all Confidential Information of the other Party in its
possession; provided that, the Parties may retain one (1) copy of such
Confidential Information for record-keeping purposes only.

     

    (c)           Termination
or expiration of this Agreement for any
reason shall be without prejudice to any rights that shall have accrued to the
benefit of any Party prior to such termination or expiration
including the payment obligations under Article 4 hereof and any and all damages arising from any breach
hereunder.  The provisions of Article 1, Section 2.3, Article 6,
Sections 7.1, 7.2, 7.5 (solely with respect to Joint Patents), 9.3, Article 10
and Article 11 shall survive termination or expiration of this
Agreement.

     

    ARTICLE
10

    Indemnification

     

    10.1           Indemnification.  Each
Party shall defend, indemnify and hold the other Party, its Affiliates and
sublicensees, and their respective directors, officers and employees (the “Indemnitees”), harmless from
and against any and all liabilities, losses, damages, settlements, claims,
actions, suits, penalties, fines, costs or expenses (including reasonable
attorneys’ fees and other expenses of litigation actually incurred) (any of the
foregoing, a “Loss”)
arising out of any claim or action brought by a Third Party arising out of or
resulting from:

     

    (a)           the
negligence, recklessness or intentional acts or omissions of the indemnifying
Party or its Affiliates, and their respective directors, officers, employees and
agents with respect to this Agreement and the transactions contemplated hereby;
and

     

    (b)           any
breach of a representation, warranty, covenant or agreement of the indemnifying
Party hereunder;

     

    except to
the extent such Loss under Section 10.1(a) or (b) arose out of or resulted from
the negligence, recklessness or intentional acts or omissions of any of the
Indemnitees.

     

    10.2           Procedure.  If
either Party seeks indemnification under this Article 10, such Party shall
inform the other Party of the claim as soon as reasonably practicable after it
receives notice of the claim, in any event using reasonable efforts to notify
the other Party promptly enough to avoid prejudicing the defense of the claim,
and shall (a) permit the indemnifying Party to assume direction and control of
the defense of the claim (including the right to settle such claim at its
discretion; provided, that no such settlement
may be entered into without the indemnified Party’s consent if such settlement
may adversely impact such Party’s rights), and (b) cooperate as requested (at
the expense of the indemnifying Party) in the defense of such
claim.  If both Parties are sued and it is reasonably likely that the
Parties may have conflicting interests or if it is otherwise not advisable under
applicable legal and ethical requirements for the indemnifying Party’s defense
counsel to represent both Parties, separate independent counsel shall be
retained for each Party at the expense of the indemnifying Party.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    ARTICLE 11

    Miscellaneous

     

    11.1           Force
Majeure.  Neither Party shall be held liable or responsible to
the other Party nor be deemed to have defaulted under or breached this Agreement
for failure or delay in fulfilling or performing any obligation under this
Agreement when such failure or delay is caused by or results from causes beyond
the reasonable control of the affected Party, including fire, floods,
earthquakes, natural disasters, embargoes, war, acts of war (whether war be
declared or not), insurrections, riots, civil commotions, strikes, lockouts or
other labor disturbances, acts of God or acts, omissions or delays in acting by
any governmental authority.

     

    11.2           Assignment.  Except
as expressly provided hereunder, neither this Agreement nor any rights or
obligations hereunder may be assigned or otherwise transferred by either Party
without the prior written consent of the other Party (which consent shall not be
unreasonably withheld); provided, that a Party may assign this Agreement and its
rights and obligations hereunder without the other Party’s consent in connection
with the transfer or sale to a Third Party of all or substantially all of the
business of the assigning Party, whether by merger, sale of stock, sale of
assets or otherwise.  RGI may not assign or otherwise transfer the RGI
Patents, this Agreement or any of its rights or obligations hereunder in a
manner that would restrict, interfere with or impair the rights granted to GSK
under the RGI Patents hereunder without the prior written consent of GSK (which
consent shall not be unreasonably withheld).  The rights and
obligations of the Parties under this Agreement shall be binding upon and inure
to the benefit of the successors and permitted assigns of the
Parties.  Any assignment not in accordance with this Agreement shall
be void.

     

    11.3           Notices.  All
notices and other communications provided hereunder shall be in writing and
shall be mailed by first-class, registered or certified mail, postage paid, or
delivered personally, by overnight delivery service or by facsimile, with
confirmation of receipt, addressed as follows:

     

    
      	
               
      

            	
              If to
      GSK: 

            	
              GlaxoSmithKline
      LLC

            


    

    1250 South Collegeville
Road

    Collegeville, Pennsylvania
19426

    Attn:  Vice President, Business Development -
Oncology

    Facsimile: [***]

     

    
      	
               
      

            	with a copy
      to: 	
              GlaxoSmithKline
      LLC

            



    2301 Renaissance Boulevard

    King of Prussia, PA 19406-2772

    Attn: Vice President and Associate General Counsel, Legal
Operations – Business Development
Transactions

    
      	
               
      

            	 	
              Facsimile:
      [***]

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    
      	
               
      

            	
              If to
    RGI:

            	
              Response
      Genetics, Inc.

            


    

    
      	
               
      

            	
              1640
      Marengo Street, 6th
      Floor

            


    

    
      	
               
      

            	
              Los
      Angeles, CA 90033

            


    

    
      	
               
      

            	
              Attn:
      Kathleen Danenberg, President and
CEO

            


    

    
      	
               
      

            	
              Facsimile:
      (323) 224-3097

            


    

     

    
      	
               
      

            	with a copy to:	
              Response
      Genetics, Inc.

            


    

    
    

    
      	
               
      

            	
              103
      South Carroll Street, Suite 2B

            


    

    
      	
               
      

            	
              Frederick,
      MD 21701

            


    

    
      	
               
      

            	
              Facsimile:
      [***]

            


    

    


    Either
Party may, by like notice, specify or change an address to which notices and
communications shall thereafter be sent.  Notices sent by facsimile
shall be effective upon confirmation of receipt, notices sent by mail or
overnight delivery service shall be effective upon receipt, and notices given
personally shall be effective when delivered.

    


    11.4           Governing Law.  This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to conflicts of law
principles.

     

    11.5           Attorneys’ Fees.  In
any proceeding between the Parties arising from or related to the
interpretation, construction or enforcement of this Agreement, the prevailing
Party shall, in addition to recovering all costs of suit, be entitled to an
award of reasonable attorneys’ fees actually incurred.

     

    11.6           Waiver. Except as specifically
provided for herein, the waiver from time to time by either Party of any right
or failure to exercise any remedy shall not operate or be construed as a
continuing waiver of the same right or remedy or of any other of such Party’s
rights or remedies provided under this Agreement.

     

    11.7           Severability.  In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

     

    11.8           Limitation of
Liability.  EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 6,
NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL,
INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS
AGREEMENT.  NOTHING IN THIS SECTION 11.8 IS INTENDED TO LIMIT THE
INDEMNIFICATION OBLIGATIONS OF EITHER PARTY UNDER ARTICLE 10 FOR SUCH DAMAGES
CLAIMED BY A THIRD PARTY.

     

    11.9           Independent
Contractors.  It is expressly agreed that RGI and GSK shall be
independent contractors and that the relationship between the two Parties shall
not constitute a partnership, joint venture or agency of any
kind.  Neither Party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, which shall
be binding on the other Party, without the prior written consent of the other
Party.

     

    11.10                      Entire Agreement; Amendment.
This Agreement (including the Exhibits attached hereto) sets forth all of
the agreements and understandings between the Parties hereto with respect to the
subject matter hereof, and supersedes and terminates all prior agreements and
understandings between the Parties with respect to the subject matter
hereof.  There are no agreements or understandings with respect to the
subject matter hereof, either oral or written, between the Parties other than as
set forth herein.  Except as expressly set forth in this Agreement, no
subsequent amendment, modification or addition to this Agreement shall be
binding upon the Parties hereto unless reduced to writing and signed by the
respective authorized officers of the Parties.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    11.11                      Counterparts.  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.

     

    11.12                      Performance by Affiliates and
Sublicensees.  To the extent that this Agreement imposes
obligations on Affiliates or sublicensees of a Party, such Party agrees to cause
its Affiliates or sublicensees to perform such obligations.  Either
Party may use one or more of its Affiliates and sublicensees to perform its
obligations and duties hereunder.

     

    11.13                      Headings,
Interpretation.  Headings used herein are for
convenience only and shall not in any way affect the construction of or be taken
into consideration in interpreting this Agreement.  Further, in this Agreement: (a) the word “including” shall be deemed to be followed by the phrase “without
limitation” or like expression; (b) the singular shall
include the plural and vice versa; and (c) masculine,
feminine and neuter pronouns and expressions shall be
interchangeable.

     

    11.14                      No Disclosure of
Agreement.  Except as required by applicable laws, treaties and
agreements (including securities laws), the Parties agree that the material
terms of this Agreement will be considered Confidential Information of both
Parties. Except as mutually agreed by the Parties or required by law,
regulation, rule, judgment, decree, or order, neither Party shall release any
information to any Third Party relating to the specific terms of this Agreement
without the prior written agreement of the other Party, which shall not be
unreasonably withheld or delayed, except that GSK may disclose the terms to its
Affiliates and sublicensees as reasonably required.  If a Party is
required to make an announcement regarding the material terms of this Agreement
by law, regulation, rule, judgment, decree, or order, it will give the other
Party fifteen (15) days advance written notice, where possible, of the text of
the announcement so that the other Party will have an opportunity to comment
upon the announcement.  Notwithstanding the foregoing, either Party
may use the text of a statement previously approved by the other Party in such
required disclosure.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

    

     

    In Witness
Whereof, the
Parties have executed this Agreement as of the Effective Date.

     

    
      	
              Response
      Genetics, Inc.

            	
              GlaxoSmithKline
      LLC

            
	 
      	 
      
	 
      	 
      
	By: /s/ Kathleen
      Danenberg                        
      	By: /s/ William J.
      Mosher                             
      
	Name: Kathleen
      Danenberg	Name: William J.
      Mosher
	Title: President and
      Chief Executive Officer	Title: Vice President and
      Secretary


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

    

     

    EXHIBIT
A

     

    Patent
Rights

     

    [***]

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

       

    

    EXHIBIT
B

    


    Support
Services and Fees

    


    
      	 
      	
              Cost

            	
              Explanation

            
	
              Equipment
      and Supplies

            
	
              [***]

            	
              [***]

            	
              [***]

            
	
              [***]

            	
              [***]

            	
              [***]

            
	
              [***]

            	
              [***]

            	
              [***]

            
	
              Consulting
      Fees

            
	
              [***]

            	
              [***]

            	
              [***]

            
	
              Training

            
	
              [***]

            	
              [***]

            	
              [***]

            
	
              Travel

            
	
              Management
      travel

            	 
      	
              RGI
      will be reimbursed for all out-of-pocket, documented expenses
      (collectively, “Expenses”) reasonably incurred in rendering Services for
      or related to travel required as part of the bridging exercise strictly in
      accordance with the GSK’s Travel & Expense reimbursement
      guideline

            


    

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

        Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. The omissions have
been indicated by asterisks (“[***]”), and the omitted text has been filed
separately with the Securities and Exchange Commission.

      

    

    


    EXHIBIT
C

     

    Tangible
Materials

     

    


    
      	
               
      

            	
              ·

            	
              [***]

            


    

     

    
      	
               
      

            	
              ·

            	
              [***]

            


    

     

    
      	
               
      

            	
              ·

            	
              [***]

            


    

     

    
      	
               
      

            	
              ·

            	
              [***]

            


    

     

    


    
      
        
        

      

      
        C-1