0001144204-10-050248 Sample Contracts

SETTLEMENT AGREEMENT
Settlement 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”).

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