February
      20, 2007

     

    Ms.
      Denise L. McNairn

    3538
      Bittle Road 

    Myersville,
      MD 21773

     

    Dear
      Denise:

     

    I
      am very
      pleased to provide you with the terms of your anticipated employment with
      Response Genetics, Inc. (“Response Genetics” or the “Company”). The details of
      the Company’s offer (the “Offer”) are set forth below. Please contact me if you
      have any questions about the terms in this Offer. We look forward to working
      with you.

     

    1. Position.
      Your
      position will be Vice President and General Counsel (“GC”), reporting to the
      Company’s Chief Executive Officer (“CEO”). You will work at our Maryland
      location. As a Response Genetics employee, we expect that you will perform
      any
      and all duties and responsibilities associated with your position in a
      satisfactory manner and to the best of your abilities at all times.

     

    Your
      principle responsibilities will include the following: (1) overall management
      of
      legal operations of the Company; (2) provide legal counsel regarding
      transactional matters, primarily including drafting, reviewing and negotiating
      agreements related to: licensing of intellectual property and related
      collaborations, the transfer of biological materials, various service agreements
      performed for the Company by third party vendors such as outside laboratories
      and other consultants; (3) identifying and securing intellectual property
      protection for inventions and discoveries made by or licensed to the Company,
      including developing strategy for the Company on how to develop an area and
      to
      strengthen patents to support the Company’s business; (4) work with outside
      counsel to file and prosecute U.S. and foreign patent applications; (5) provide
      counsel to internal management with respect to fulfilling contractual
      obligations under licensing and collaboration agreements; (6) participation
      in
      road show; and (7) performing responsibilities that are normally associated
      with
      the General Counsel position and as otherwise may be assigned to you from time
      to time by the CEO or upon the authority of the Board of Directors of the
      Company (the “Board”).

     

    2. Starting
      Date/Term.
      If you
      accept this offer, your employment with Response Genetics will begin on February
      20, 2007 (“Commencement Date”). Thereafter, you will be expected to devote all
      of your working time to the performance of your duties at Response Genetics
      throughout your employment. Your employment will be for a term of three (3)
      years, with automatic one (1) year renewal terms thereafter (collectively,
      the
“Term”) unless the Company or you give written notice to the other of at least
      ninety (90) days prior to the expiration of any Term of such party’s election
      not to further extend this Agreement. Any termination of your employment will
      be
      governed by the terms set forth in this Agreement.

     

    3. Compensation
      and Benefits.
      Your
      base pay shall be at an annual rate of $225,000 which is payable bi-weekly,
      minus customary deductions for federal and state taxes and the
      like.

     

    You
      will
      be eligible to receive an annual target bonus, in the Company’s discretion and
      based upon the Company’s Bonus Plan applicable to officers and key employees, of
      up to 35% of your base salary, based upon the Company meeting certain targets
      and your meeting certain personal objectives as agreed upon by the CEO and
      approved by the Board. The target bonus will be calculated and awarded within
      45
      days of the end of the Company’s fiscal year.

     

    (a) The
      Company shall grant to you on the date of the effectiveness of the Company’s
      initial public offering a nonqualified stock option, equal to 1.0% of the
      Company’s shares outstanding (calculated on an as-converted basis to Common
      Stock) on the Commencement Date (the “Option”), subject to the terms and
      conditions of the Company’s 2006 Stock Plan and Standard Form of Option
      Agreement. The exercise price of the Option shall be equal to the initial public
      offering price of the Company’s common stock. Should no IPO take place by
      September 25, 2007, the Company shall grant to you in lieu thereof on that
      date
      the Option and the exercise price shall be equal to the fair market value of
      the
      Company’s common stock on that date. The Option shall vest in equal annual
      amounts over a four (4) year period commencing on the first anniversary of
      the
      Commencement Date and each anniversary thereafter until fully vested, provided
      you remain employed during such period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) In
      the
      event of a Change in Control as defined herein, 100% of your Option, if
      previously issued, shall at that time fully accelerate and become exercisable.
      Change of Control means the occurrence of any of the following
      events:

     

    (i) Ownership.
      Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
      representing more than 50% of the total voting power represented by the
      Company’s then outstanding voting securities (excluding for this purpose any
      such voting securities held by the Company or its Affiliates or by any employee
      benefit plan of the Company) pursuant to a transaction or a series of related
      transactions which the Board does not approve; or

     

    (ii) Merger/Sale
      of Assets. (A) A merger or consolidation of the Company whether or not approved
      by the Board, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or the parent of such
      corporation) at least 50% of the total voting power represented by the voting
      securities of the Company or such surviving entity or parent of such
      corporation, as the case may be, outstanding immediately after such merger
      or
      consolidation; or (B) the stockholders of the Company approve an agreement
      for
      the sale or disposition by the Company of all or substantially all of the
      Company’s assets; or

     

    (iii) Change
      in
      Board Composition. A change in the composition of the Board, as a result of
      which fewer than a majority of the directors are Incumbent Directors. “Incumbent
      Directors” shall mean directors who either (A) are directors of the Company as
      of the Commencement Date, or (B) are elected, or nominated for election, to
      the
      Board with the affirmative votes of at least a majority of the Incumbent
      Directors at the time of such election or nomination (but shall not include
      an
      individual whose election or nomination is in connection with an actual or
      threatened proxy contest relating to the election of directors to the
      Company).

     

    
      
         

      

      
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    (iv) For
      purposes of this Agreement, “Change in Control” shall be interpreted in a
      manner, and limited to the extent necessary,
      so that
      it will not cause adverse tax consequences for either party with respect to
      Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section
      409A”), and any successor statute, regulation and guidance thereto.

     

    (c) Payment
      Upon Change of Control. In the event a Change of Control occurs during your
      employment, you shall be entitled to the following payments:

     

    (i) Should
      a
      Change of Control occur during the first year of your employment, you shall
      be
      entitled to a cash payment that is equivalent to six (6) months salary at your
      then current annual rate of pay to be paid bi-weekly, minus customary deductions
      for federal and state taxes and the like for six (6) months following the date
      of the Change of Control;

     

    (ii) Should
      a
      Change of Control occur during the second or third years of your employment,
      you
      shall be entitled to a cash payment that is equivalent to nine (9) months salary
      at your then current annual rate of pay to be paid bi-weekly, minus customary
      deductions for federal and state taxes and the like, for nine (9) months
      following the date of the Change of Control;

     

    (iii) If
      at the
      time a payment is to be made under this Section 3(c), it is determined that
      you
      are deemed to be a “specified employee” of the Company (within the meaning of
      Section 409A of the Code, as amended, and any successor statute, regulation
      and
      guidance thereto (“Code Section 409A”)), then limited only to the extent
      necessary to comply with the requirements of Code Section 409A, any payments
      to
      which you may become entitled under Section 3(c) which are subject to Code
      Section 409A (and not otherwise exempt from its application) will be withheld
      until the first (1st)
      business day of the seventh (7th) month following the termination of your
      employment, at which time you shall be paid an aggregate amount equal to the
      accumulated, but unpaid, payments otherwise due to you under the terms of this
      Section 3(c);

     

    (iv) If
      any
      payment or benefit you would receive under this Agreement, when combined with
      any other payment or benefit you receive pursuant to a Change of Control
      (“Payment”) would (i) constitute a “parachute payment” within the meaning of
      Section 280G of the Code, and (ii) but for this sentence, be subject to the
      excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such
      Payment shall be either (x) the full amount of such Payment or (y) such lesser
      amount (with cash payments being reduced before stock option compensation)
      as
      would result in no portion of the Payment being subject to the Excise Tax,
      whichever of the foregoing amounts, taking into account the applicable federal
      state and local employments taxes, income taxes, and the Excise Tax results
      in
      your receipt, on an after-tax basis, of the greater amount of the Payment
      notwithstanding that all or some portion of the Payment may be subject to the
      Excise Tax.

     

    (d) In
      addition to your compensation, you may take advantage of various benefits
      currently offered by the Company generally to its employees. Any such benefits
      may be modified or changed from time to time at the sole discretion of the
      Company. Where a particular benefit is subject to a formal plan (for example,
      medical insurance), eligibility to participate in and receive any particular
      benefit is governed solely by the applicable formal plan document.

     

    
      
         

      

      
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    You
      will
      be granted twenty (20) paid time off days (“PTO” days) for your use for
      vacation, personal or sick leave. Vacation should be scheduled upon consultation
      with the Chief Executive Officer and with advance notice. A total of five
      accrued but unused PTO days will be paid to you should you leave the Company’s
      employment. The Company will also observe 10 holidays per year, for which you
      will be paid.

     

    4. Severance.
      In
      the
      event you are terminated without “Cause” as such term is defined below, or in
      the event that you resign “For Good Reason” as such term is defined below, you
      shall be entitled to severance, provided you first execute a release in a form
      reasonably satisfactory to the Company, upon the following terms:

     

    (a) If
      during
      your first year of employment you are terminated without Cause, or if you resign
      For Good Reason, the Company shall pay you severance equivalent to six (6)
      months of your base salary, which severance shall be paid except as set forth
      in
      Section 4(e) below, in equal bi-weekly installments over a period of six (6)
      months provided you exercise a release in a form satisfactory to the Company.
      If
      during the second or third years of your employment, you are terminated without
      cause or if you resign for good reason, you shall be entitled to severance
      pay
      that is equivalent to nine (9) months salary at your then current annual rate
      of
      pay to be paid except as set forth in Section 4(e) below, bi-weekly, minus
      customary deductions for federal and state taxes and the like, for nine (9)
      months following the date of the Change of Control, provided you exercise a
      release in a form satisfactory to the Company.

     

    (b) Severance
      benefits shall not be paid if (i) you terminate your employment voluntarily,
      other than For Good Reason; or (ii) you are terminated for Cause.

     

    (c) For
      purposes of this Offer, “Cause” shall mean termination for:

     

    (i) engaging
      in dishonesty or misconduct that is injurious to the Company; or

     

    (ii) your
      conviction or entry of nolo contendere to any felony or crime involving moral
      turpitude, material fraud or embezzlement of the Company’s property or a charge
      or indictment of any other felony; or

     

    (iii) your
      breach of any of the material terms of this Agreement, including the
      confidentiality obligations set forth herein.

     

    (d) For
      purposes of this Offer, “For Good Reason” shall mean your resignation
      following:

     

    (i) a
      material breach by the Company of its obligations hereunder, provided you have
      first given notice to the Company of such alleged breach and the Company has
      failed to cure same within ten (10) days of receipt of such notice;
      or

     

    (ii) your
      compensation and benefits are materially reduced; or

     

    
      
         

      

      
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    (iii) the
      imposition of a requirement by the Company that you relocate your principal
      office to a location outside of the State of Maryland that necessitates a change
      in your home residence.

     

    (iv) For
      purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and
      limited to the extent necessary, so that it will not cause adverse tax
      consequences for either party with respect to Section 409A of the Internal
      Revenue Code of 1986, as amended (“Code Section 409A”), and any successor
      statute, regulation and guidance thereto.

     

    (e) Notwithstanding
      any other provision with respect to the timing of payments under this Section
      4,
      if, at the time of your termination, you are deemed to be a “specified employee”
of the Company within the meaning of Code Section 409A, then limited only to
      the
      extent necessary to comply with the requirements of Code Section 409A, any
      payments to which you may become entitled under Section 4 which are subject
      to
      Code Section 409A (and not otherwise exempt from its application) will be
      withheld until the first (1st)
      business day of the seventh (7th) month following your termination of
      employment, at which time you shall be paid an aggregate amount equal to the
      accumulated, but unpaid, payments otherwise due to you under the terms of
      Section 4.

     

    (f) The
      Company does not guarantee the tax treatment or tax consequences associated
      with
      any payment or benefit set forth in this Agreement, including but not limited
      to
      consequences related to Code Section 409A. You and the Company agree to both
      negotiate in good faith and jointly execute an amendment to modify this
      Agreement to the extent necessary to comply with the requirements of Code
      Section 409A; provided
      that no
      such amendment shall increase the total financial obligation of the Company
      under this Agreement. In the event that the Company determines in good faith
      that it is required to withhold taxes from any payment or benefit already
      provided to you, you agree to pay on demand the amount the Company has
      determined to the Company.

     

    5. Indemnity.
      The
      Company shall indemnify you and hold you harmless from any and all claims
      arising from or relating to your performance of your duties hereunder to the
      fullest extent permitted by law and/or the Company’s Directors and Officers
      Liability Insurance or other applicable document. .

     

    6. Your
      Certifications To Response Genetics.
      As
      a
      condition of your employment:

     

    (a) You
      hereby certify to Response Genetics that you are free to enter into and fully
      perform the duties of your position and that you are not subject to any
      employment, confidentiality, non-competition or other agreement that would
      restrict your employment by Response Genetics. You further hereby certify that
      your signing this letter of employment with Response Genetics does not violate
      any order, judgment or injunction applicable to you, or conflict with or breach
      any agreement to which you are a party or by which you are bound.

     

    (b) You
      hereby certify that all facts you have presented or will present to Response
      Genetics are accurate and true. This includes, but is not limited to, all oral
      and written statements you have made (including those pertaining to your
      education, training, qualifications, licensing and prior work experience) on
      any
      job application, resume or c.v.,
      or in
      any interview or discussion with Response Genetics.

     

    
      
         

      

      
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    7. Confidentiality,
      Non-Solicitation and Assignment of Inventions.

     

    (a) Definition:
      “Confidential Information” means all Response Genetics proprietary information,
      technical data, trade secrets, know-how and any idea in whatever form, tangible
      or intangible, including without limitation, research, product plans, customer
      and client lists, developments, inventions, processes, technology, designs,
      drawings, marketing and other plans, business strategies and financial data
      and
      information. “Confidential Information” shall also mean information received by
      Response Genetics from customers or clients or other third parties subject
      to a
      duty to keep confidential.

     

    (b) Duty
      Not to Disclose:
      In
      connection with your employment by Response Genetics, you will be exposed to
      and
      have access to the Company’s Confidential Information. You agree to hold all
      Confidential Information in strict confidence and trust for the sole benefit
      of
      Response Genetics and not to, directly or indirectly, disclose, use, copy,
      publish, summarize, or remove any Confidential Information from the Company’s
      premises, except as specifically authorized in writing by the Company and in
      connection with the usual course of your employment. This duty supplements,
      but
      does not supersede, your professional and ethical obligations as the Company’s
      counsel.

     

    (c) Documents
      and Materials:
      You
      further agree that you will return all Confidential Information, including
      all
      copies and versions of such Confidential Information (including but not limited
      to information maintained on paper, disk, CD-ROM, network server, or any other
      retention device whatsoever) and other property of the Company, to the Company
      immediately upon cessation of your employment with the Company. These terms
      are
      in addition to any statutory or common law obligations that you may have
      relating to the protection of the Company’s Confidential Information or its
      property. These restrictions shall survive the termination of your employment
      with Response Genetics.

     

    (d) Assignment
      of Inventions:
      You
      agree and acknowledge that all assignments of inventions shall be governed
      by
      that certain Proprietary Rights Agreement dated February 20, 2007 between you
      and the Company.

     

    (e) Nonsolicitation.
      During
      your employment and for a period of one (1) year thereafter, you will not hire
      or solicit or encourage, or cause others to solicit or encourage, any employees
      of the Company to terminate their employment with the Company.

     

    8. Employment
      Terms.
      All
      Company employees are required, as a condition to your employment with the
      Company, to (i) sign and return a satisfactory I-9 Immigration form providing
      sufficient documentation establishing your employment eligibility in the United
      States; (ii) satisfactory proof of your identity as required by United States
      law; and (iii) abide by the Company’s Personnel Policies and Procedures as
      created by the Company and amended from time to time.

     

    9. Assignment.
      This
      Agreement is not assignable by you but may be assigned by the Company without
      your prior consent.

     

    
      
         

      

      
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    10. Miscellaneous.
      This
      letter constitutes the Company’s entire offer regarding the terms and conditions
      of your prospective employment with Response Genetics. It supersedes any prior
      agreements, or other promises or statements (whether oral or written) regarding
      the terms of employment. The terms of your employment shall be governed by
      the
      law of the State of California.

     

    You
      may
      accept this offer of employment by signing the enclosed additional copy of
      this
      letter. Your signature on the copy of this letter and your submission of the
      signed copy to me will evidence your agreement with the terms and conditions
      set
      forth herein. This offer will expire on February 28, 2007 unless accepted by
      you
      prior to such date by directing the signed offer letter to the attention of
      Kathleen Danenberg.

     

    We
      are
      pleased to offer you the opportunity to join Response Genetics, and we look
      forward to having you aboard. We are confident that you will make an important
      contribution to our unique and exciting enterprise.

     

    
      	 	 	
              Sincerely,

               

            
	 	 	
              /s/ Kathleen
                Danenberg

            
	 	Kathleen Danenberg



    

     

     

    Agreed
      to and Acknowledged:

     

    /s/
      Denise McNairn

    _________________________

    Signature

     

    May
      29,
      2007

    _________________________

    Date

    


    
      
         

      

      
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