REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27th day of February, 2009 by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 20th, 2013 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
FORM OF PURCHASE AGREEMENTPurchase Agreement • February 6th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of February, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and __________________ (the “Investor”).
ContractWarrant Agreement • May 3rd, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New Jersey
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
RESPONSE GENETICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 3rd, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.01 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2006 Employee, Director and Consultant Stock Plan (the “Plan”);
INCENTIVE STOCK OPTION AGREEMENT RESPONSE GENETICS, INC.Incentive Stock Option Agreement • May 3rd, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
AGREEMENT made as of the ___ day of _______ 200_, between Response Genetics, Inc. (the “Company”), a Delaware corporation and ____________, an employee of the Company (the “Employee”).
Shares of Common Stock RESPONSE GENETICS, INC. UNDERWRITING AGREEMENT June [ ], 2007Underwriting Agreement • June 4th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
The undersigned hereby further agrees that, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, during the Lock-Up Period the undersigned will not: (x) file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of a Relevant Security.
ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • August 11th, 2015 • Response Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of August 9, 2015 (the “Effective Date”), by and among Response Genetics, Inc., a Delaware corporation (the “Seller”), and Cancer Genetics, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not defined in the provisions in which they first appear shall have the meanings ascribed to them in Section 8.1(a) hereof.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of February, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Investor” named in that certain Purchase Agreement, by and among the Company and the Investor, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SERVICES AGREEMENTServices Agreement • May 31st, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This SERVICES AGREEMENT, dated as of July 30, 2001 (the "Effective Date") by and between Response Genetics, Inc., a Delaware corporation ("Response"), and Taiho Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, with a principal place of business at 1-27 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-8444, Japan ("Taiho") (Response and Taiho are sometimes hereinafter referred to as the "Parties").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of March, 2009 by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Holders” set forth on the signature pages hereto.
CREDIT AGREEMENT among Response genetics, inc., as Borrower, SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole Bookrunner, and the financial institutions party hereto from time to time as Lenders Dated as of July 30, 2014Credit Agreement • January 29th, 2015 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Note has been issued pursuant to the Credit Agreement, and all of the terms, covenants and conditions of the Credit Agreement (including all Exhibits and Schedules thereto) and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Note and are deemed incorporated herein in full.
Ms. Denise L. McNairn Dear Denise:Employment Agreement • September 16th, 2010 • Response Genetics Inc • In vitro & in vivo diagnostic substances
OPTION & LICENSE AGREEMENT USC FILE 2860Option & License Agreement • March 15th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
THIS AGREEMENT is between the UNIVERSITY OF SOUTHERN CALIFORNIA, (hereinafter USC) a California nonprofit corporation with its principal place of business at University Park, Los Angeles, California 90089, and BIOPLAN.COM, INC., a Delaware corporation, with its principal place of business at 405 Lexington Avenue, 23rd Floor, New York, New York 10174 (hereinafter Licensee).
AMENDED AND RESTATED MASTER AGREEMENT FOR THE SUPPLY OF LABORATORY TEST SERVICESMaster Laboratory Test Services Agreement • November 16th, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances
SETTLEMENT AGREEMENTSettlement Agreement • September 21st, 2010 • Response Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of September 16, 2010, by and among Response Genetics, Inc, a Delaware corporation (“RGI”), and, AWM Investment Company, Inc., a Delaware corporation (“AWM”), L.S. Advisers, LLC, a Delaware limited liability company (“LS”), MGP Advisers Limited Partnership, a Delaware limited partnership (“MGP”), Special Situations Cayman Fund, L.P., a Cayman Islands limited partnership (“Cayman”), Special Situations Fund III QP, L.P., a Delaware limited partnership (“Fund III”), and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (“Life Sciences” and, together with, AWM, LS, MGP, Cayman and Fund III, the “SSF Parties”).
MASTER AGREEMENT FOR THE SUPPLY OF LABORATORY TEST SERVICESMaster Agreement for the Supply of Laboratory Test Services • March 15th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 26th, 2013 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
This Asset Purchase Agreement (the “Agreement”) is hereby entered into on August 23, 2013 (the “Effective Date”), by and between Pathwork (assignment for the benefit of creditors), LLC(“Seller”), a California limited liability company, in its sole and limited capacity as assignee for the benefit of creditors of Pathwork Diagnostics, Inc., with principal offices located at 1100 La Avenida Street, Building A, Mountain View, California 94043, United States and Response Genetics, Inc., a Delaware corporation, with principal offices located at 1640 Marengo Street, 6th Floor, Los Angeles, California 90033, United States (“Buyer”).
AMENDED and RESTATED MASTER AGREEMENT FOR THE SUPPLY OF LABORATORY TEST SERVICESMaster Agreement for the Supply of Laboratory Test Services • March 31st, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
THIS AMENDED AND RESTATED MASTER LABORATORY TEST SERVICES AGREEMENT (the "Agreement") is made the 22th day of December 2008 ("Effective Date") between:
GlaxoSmithKline MASTER AGREEMENT FOR THE Biological s.a. Rue de I'lnstitut, 89 SUPPLY OF LABORATORY TEST SERVICES B-1330 Rixensart Belgium Tel. +32 (0) 2 656 81 11 Fax. +32 (0) 2 656 80 00 www.gsk-bio.comMaster Laboratory Test Services Agreement • March 15th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 13th day of September, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and each investor set forth on the signature pages hereto and any Affiliate or permitted transferee of any such investor who is a subsequent holder of any Registerable Securities (each an “Investor” and collectively, the “Investors”). Capitalized terms used herein that are not otherwise defined herein have the respective meanings ascribed to them in the Purchase Agreement, dated as of the date hereof, by and among the Company and the Persons set forth therein (the “Purchase Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2011 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of July 22, 2011 (the “Effective Date”), between Kathleen Danenberg (the “Executive”) and Response Genetics, Inc., a Delaware corporation (the “Company”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 20 hereof.
COMMISSION AGREEMENTCommission Agreement • November 14th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This Agreement made and entered into this 26th day of July 2007 by and between Response Genetics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 1640 Marengo Street, 6th Floor Los Angeles, CA 90033, U.S.A (hereinafter referred to as “RGI”), and. HITACHI CHEMICAL CO., LTD., a corporation duly organized and existing under the laws of Japan, having its business office at 9-25, Shibaura 4-chome, Minato-ku, Tokyo 108-0023, Japan (hereinafter referred to as “HCC”)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2014 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
This Amendment No. 1 (“Amendment”) to the Agreement (defined below) is entered into as of September 25, 2014 between Thomas A. Bologna (“Executive”) and Response Genetics, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2013 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
This Employment Agreement (“Agreement”) is made as of June 12, 2013 (the “Effective Date”) between Response Genetics, Inc., a Delaware Corporation (the “Company”) and Kevin R. Harris (“Executive”).
USEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 30th, 2010 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2011 • Response Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 21, 2011 (the “Effective Date”), between Thomas A. Bologna (“Executive”) and Response Genetics, Inc., a Delaware corporation (the “Company”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 17 hereof.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 8th, 2015 • Response Genetics Inc • In vitro & in vivo diagnostic substances
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 3, 2015, is entered into by and among Response Genetics, Inc., a Delaware corporation (“Borrower”), each of the undersigned financial institutions party hereto as lenders (individually each a “Lender” and collectively “Lenders”), and SWK FUNDING LLC, a Delaware limited liability company (“SWK”), in its capacity as administrative agent for itself as a Lender and the other Lenders (in such capacity, “Agent”).
PATENT LICENSE AGREEMENTPatent License Agreement • March 15th, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 1st, 2015 • Response Genetics Inc • In vitro & in vivo diagnostic substances
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 25, 2015, is entered into by and among Response Genetics, Inc., a Delaware corporation (“Borrower”), each of the undersigned financial institutions party hereto as lenders (individually each a “Lender” and collectively “Lenders”), and SWK FUNDING LLC, a Delaware limited liability company (“SWK”), in its capacity as administrative agent for itself as a Lender and the other Lenders (in such capacity, “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2013 • Response Genetics Inc • In vitro & in vivo diagnostic substances • California
This Employment Agreement (“Agreement”) is made as of March 26, 2012 (the “Effective Date”) between Response Genetics, Inc., a Delaware Corporation (the “Company”) and Stephanie H. Astrow (“Executive”). In consideration of the promises and mutual covenants set forth below, the parties agree as follows:
PURCHASE AGREEMENTPurchase Agreement • September 19th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of September, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the investors set forth in Exhibit A hereto (each an “Investor” and collectively, the “Investors”).
Confidential SECOND AMENDED AND RESTATED MASTER SERVICES AGREEMENT PREAMBLEMaster Services Agreement • August 1st, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances
This confidential SECOND AMENDED AND RESTATED MASTER SERVICES AGREEMENT (the “Master Agreement”) is dated as of July 26 2012 and made effective as of May 15, 2012 (“Effective Date”) between GLAXOSMITHKLINE BIOLOGICALS S.A. with offices situated at 89 rue de l’Institut, 1330 Rixensart, Belgium, duly registered under the Belgian Company Register with the number RPM Nivelles BE 440.872.918 (“GSK”), and RESPONSE GENETICS INC., a company incorporated in the State of Delaware, whose principal place of business is situated at 1640 Marengo Street, Suite 600, Los Angeles, CA 90033 (“RGI”).
AGREEMENT OF COLLABORATIONCollaboration Agreement • May 3rd, 2007 • Response Genetics Inc • In vitro & in vivo diagnostic substances
WHEREAS, RGI is engaged in the business of providing pharmaceuticals and biotechnology companies with pharmacogenomic analysis services; and
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 5th, 2011 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 4, 2011, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and [_______________] (the “Investor”).
