8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2010

RESPONSE GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-1124608	11-3525548
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

1640 Marengo St., 6th Floor

Los Angeles, California 90033

(323) 224-3900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 10, 2010, Response Genetics, Inc. (the “Company”) announced the appointment of Michael McNulty as the Company’s Chief Operating Officer, effective July 12, 2010.  In such role, Mr. McNulty will be responsible for the Company’s operations, strategy and corporate development.

Most recently, Mr. McNulty, age 61, was General Manager of Diagnostics at Agilent Technologies, Inc., a measurement company and a technology leader in communications, electronics, life sciences and chemical analysis with annual net revenue of $4.5 billion.  Mr. McNulty also held the position of Vice President of Laboratory Operations at Berkeley HeartLab, Inc. (n/k/a Celera Diagnostics) during the years 2002 to 2004, where he was responsible for the scale-up of laboratory operations and development of new laboratory services.  As Senior Vice President of Sales, Marketing and Business Development at THAUMDX, LLC from 2001 to 2002, he was responsible for managing product launches and business development initiatives.  Prior to working at THAUMDX, LLC, Mr. McNulty spent fourteen years with SmithKline Beecham Healthcare Services, where he ran the company’s Chicago-based reference laboratory prior to its becoming Quest Diagnostics. Mr. McNulty received a B.S. in Microbiology and Biochemistry from San Jose State University.

Employment Agreement and Relocation Agreement of Michael McNulty, Chief Operating Officer

The Company and Mr. McNulty entered into an employment agreement effective as of July 12, 2010 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. McNulty is required to devote his full business time, attention and diligent efforts to the Company’s business. Mr. McNulty’s annual base salary will be $275,000. Either the Company or Mr. McNulty has the right to terminate Mr. McNulty’s employment for any reason.

Subject to Board approval, Mr. McNulty will be granted options to purchase 130,000 shares of the Company’s common stock under the 2006 Employee, Director and Consultant Stock Plan with an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of approval. Twenty-five percent of the options will vest on each of the first four anniversaries of the grant date, in each case subject to Mr. McNulty’s continued employment by the Company. The options will also vest immediately upon a change in control, as defined in the employment agreement.  Mr. McNulty is eligible for additional option grants as approved by our board of directors.

In the event that a change in control occurs during the first three years of his employment, and regardless of whether he is terminated, Mr. McNulty will become entitled to receive a cash payment equal to twelve months’ salary, in the case of a change in control occurring during his employment, at his base salary rate at the time of the change in control. In the event that any amounts received by Mr. McNulty in connection with a change in control, whether under the Employment Agreement or otherwise, are considered excess parachute payments subject to additional excise taxes under the Internal Revenue Code, the Employment Agreement provides that such amounts will be reduced until no such amounts are considered excess parachute payments, if such reduction will result in a greater after-tax payment to him.

The Employment Agreement also places certain confidentiality, assignment of inventions, non-competition, and non-solicitation obligations on Mr. McNulty.

In connection with the Employment Agreement, the Company and Mr. McNulty also entered into a Relocation Agreement, pursuant to which the Company will pay Mr. McNulty’s (i) expenses in relocating to Los Angeles, California, (ii) temporary living expenses for up to three months, (iii) closing costs on the purchase of a new home in the Los Angeles area, such closing costs to be limited to 1-2% of the purchase price of the residence, and commission costs on the sale of Mr. McNulty’s current condominium not to exceed 6% of the sales price, as well as miscellaneous relocation expenses not to exceed $10,000.  If during Mr. McNulty’s first year of employment, he resigns from his position at the Company without cause or without the consent of the Company or is terminated by the Company with cause, he will be required to return such relocation benefits, reduced by one-twelfth of the total amount paid, for each month of employment which Mr. McNulty has completed at the time of resignation or termination, as the case may be.

-2-

Item 9.01. Financial Statements and Exhibits

(d)           The following exhibits are being filed with this report

Exhibit Number Document Description

10.1 Employment Agreement between Response Genetics, Inc. and Michael McNulty

10.2 Relocation Agreement between Response Genetics, Inc. and Michael McNulty

99.1 Press Release Dated June 10, 2010

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	RESPONSE GENETICS, INC.
Dated: June 15, 2010	By:	/s/ Kathleen Danenberg
	Name:	Kathleen Danenberg
	Title:	President and Chief Executive Officer

-4-

EX-10.1

Exhibit 10.1

June 2, 2010

Michael McNulty

Dear Michael:

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 Chief Operating Officer (“COO”) reporting to the Company’s Chief Executive Officer or her successor, or such other senior executive officer as she may designate from time to time (your “Supervisor”).  You will work in the greater Los Angeles area, although you acknowledge that you may be required to travel from time to time in connection with your employment with the Company.  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, and you will be expected to devote all of your working time to the performance of your duties at Response Genetics throughout your employment.

2.           Responsibilities.  Your principle responsibilities will include the following: (1) providing leadership and direction to divisions of the Company, including laboratory operations, clinical, regulatory, quality control, research and development, sales, marketing and logistics; (2) managing multiple projects, including partnership projects with pharmaceutical clients; (3) ensuring the Company meets regulatory and safety compliance; (4) coordinating the development and implementation of plans, budgets, policies and procedures related to laboratory operations; (5) driving innovation, including the development of laboratory services strategies and processes; (6) serving as a spokesman for the Company, including as a representative of the Company in its relationships with the medical, financial and business communities, regulatory agencies, major customers; and (7) performing responsibilities that are normally associated with your position and as otherwise may be assigned to you from time to time by your Supervisor or upon the authority of the Board of Directors of the Company (the “Board”).

3.           Starting Date/Term.  If you accept this offer, your employment with Response Genetics will begin on July 1, 2010 or such other date as we mutually agree no later than 30 days from the date of signing this Offer (“Commencement Date”), and extend for a term of three (3) years, with automatic one (1) year renewal terms thereafter (collectively, the “Term”) unless Employer or Employee gives 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 your employment hereunder, subject to any earlier termination of your employment as described below.  Any termination of your employment will be governed by the terms set forth in this Offer.

4.           Compensation and Benefits.

(a)           Base Salary.  Your base pay shall be at an annual rate of $275,000 which is payable bi-weekly, minus customary deductions for federal and state taxes and the like.

(b)           Annual Bonus.  You will be eligible to receive an annual bonus, in the Company’s discretion and based upon the Company’s Bonus Plan applicable to officers and key employees, in respect of each fiscal year during your employment with the Company of up to 35% of your base salary.  The bonus will be based upon the Company meeting certain targets, as determined by the Board, and you meeting certain personal objectives, as determined by your Supervisor and approved by the Board.  The bonus amount will be calculated and awarded within 45 days of the end of the Company’s fiscal year to which such annual bonus relates.

(c)           Equity Grant.  Subject to the approval of the Compensation Committee of the Board and the Board of Directors, after your Commencement Date, the Company shall grant to you a nonqualified stock option to purchase 130,000 shares of common stock of the Company (the “Option”), subject to the terms and conditions of the Company’s 2006 Stock Plan and Standard Form of Option Offer.  The exercise price of the Option shall be equal to the fair market value of the Company’s common stock on the applicable date of grant, and 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.  Notwithstanding the foregoing, in the event of a Change of Control (as defined herein) during the Term, 100% of the Option shall at that time fully accelerate and become exercisable.  For purposes hereof, “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

2

(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).

(iv)           For purposes of this Agreement, “Change of 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.

(d)           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)           Subject to clause (ii) below, you shall be entitled to a cash payment that is equivalent to twelve (12) 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 twelve (12) months following the date of the Change of Control; and

(ii)           Notwithstanding the foregoing, if any payment or benefit you would receive under this Offer, 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.

(e)           Benefits.  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.

(f)           Time Off.  You will be granted a number of paid time off days (“PTO days”) as determined in accordance with the Company’s paid time off policy, as in effect from time to time (the “PTO Policy”), for your use for vacation, personal or sick leave; provided, that notwithstanding such policy, you will in all events be granted not less than twenty-five (25) PTO days per annum, which will accrue in accordance with the PTO Policy. Vacation should be scheduled upon consultation with your Supervisor and with advance notice.  Accrued but unused PTO days will be paid to you should you leave the Company’s employment pursuant to Company guidelines. The Company will also observe 10 holidays per year, for which you will be paid.

(g)           Relocation Benefit. The Company will also provide you with a relocation benefit, the terms of the relocation benefit and corresponding repayment obligations are fully detailed in the attached Relocation Agreement which you must execute and return along with your acceptance of this offer letter.

3

5.           Termination of Employment.

(a)                 General.  Your employment with the Company shall terminate prior to the expiration of the Term upon the earliest to occur of: (i) your death, (ii) a termination by the Company by reason of your permanent disability (subject to any applicable laws), as determined by the Company in its reasonable discretion, (iii) a termination by the Company with or without Cause (as defined below), subject to expiration of applicable notice periods, or (iv) your resignation with or without Good Reason, with at least subject to expiration of applicable notice periods.

(b)                 Required Notice.  Except in the case of a termination by the Company for Cause or by reason of your permanent disability, where such termination shall be effective upon your receipt of written notice from the Company (or any later date set forth in such written notice), either you or the Company, as applicable, shall provide the other with written notice of your termination of, or resignation from, as applicable, employment, which termination shall be effective upon the expiration of the Required Notice Period.  The “Required Notice Period” shall mean three (3) months, in the case of a termination of your employment occurring on or prior to the first anniversary of the Commencement Date, and three (3) months, in the case of your termination of employment following the first anniversary of the Commencement Date but prior to expiration of the Term; provided, however, that in the case of your resignation from employment without Good Reason, the Company may elect at any point during the Required Notice Period to waive the remaining portion of such period, and have your employment with the terminate upon such election (which election, and termination as a result thereof, shall not be considered a termination by the Company hereunder).   Except as described in the preceding proviso, both your and the Company’s obligations under this Offer shall continue during the Required Notice Period; provided, however, at any time during such Required Notice Period, the Company may elect to limit, or otherwise not require you to perform, any or all of your duties and responsibilities pursuant this Offer, which election shall in no event otherwise change the obligations of the Company or Employee during the remainder of the Required Notice Period.  In the event of Mr. McNulty’s termination without cause, the portion of his options that are vested as of the date of his termination shall be exercisable for one year from the date of his termination.

(c)           Definitions.  For purposes of this Offer:

(i)           “Cause” shall mean: (A) engaging in dishonesty or misconduct that is injurious to the Company; (B) your conviction of, pleas of guilty to, 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 (C) your breach of any of the material terms of this Offer, including the confidentiality obligations set forth herein.

(ii)           “Good Reason” shall mean your resignation following: (A)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; (B) your compensation and benefits are materially reduced; or (C) the imposition of a requirement by the Company that you relocate your principal office to a location outside of the State of California that necessitates a change in your home residence.

4

(iii)           For the 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 respond to Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and any successor statute, regulation and guidance thereto.

6.           Section 409A.

(a)           Notwithstanding anything herein to the contrary, any payment of nonqualified deferred compensation under Section 409A of the Code that is otherwise required to be made under the Employment Agreement to the Employee upon Employee’s separation from service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”).  On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)           The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit set forth in this Offer, 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 Offer 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 Offer.  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.

7.           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.

8.           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.

5

9.           Restrictions on Conduct.

(a)           Confidential Information.  You acknowledge that, during the course of your continued employment, you will have access to information about the Company and its subsidiaries (collectively, the “Company Group”) and that your employment with the Company will bring you into close contact with confidential and proprietary information of the Company Group.  In recognition of the foregoing, you expressly agree, at all times during the term of your employment and thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation or other entity without written authorization of the Company, any Confidential Information of the Company Group.  You further agree not to make copies of such Confidential Information except as authorized by the Company.  For purposes hereof, “Confidential Information” means confidential or proprietary trade secrets, client lists, client identities and information, information regarding service providers, investment methodologies, marketing data or plans, sales plans, management organization information, operating policies or manuals, business plans or operations or techniques, financial records or data, or other financial, commercial, business or technical information (i) relating to the Company or any other member of the Company Group, or (ii) that the Company or any other member of the Company Group may receive belonging to suppliers, customers or others who do business with the Company or any other member of the Company Group.  Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items which are or have become publicly known through no wrongful act of yours or of others who were under confidentiality obligations as to the item or items involved; or (ii) any information that you are required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event you agree to give the Company prompt written notice thereof so that the Company or other member of the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this agreement.

(b)           Noncompetition.  You covenant and agree that during your employment with the Company, you shall not, directly or indirectly, individually or jointly, own any interest in, operate, join, control, participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for, any person or entity (other than the Company or any other member of the Company Group), that engages in any business activity that is competitive with the business of the Company.

(c)           Noninterference.   You covenant and agree that during the your employment with the Company and for the twelve (12) month period immediately thereafter, you shall not, directly or indirectly, for your own account or for the account of any other individual or entity, engage in Interfering Activities.  “Interfering Activities” shall mean (i) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any individual employed by, or individual or entity providing consulting services to, the Company or any other member of the Company Group to terminate such employment or consulting services; provided, that the foregoing shall not be violated by general advertising not targeted at employees or consultants of the Company.

6

(d)           Injunctive Relief.  You expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this Section 9 may result in substantial, continuing and irreparable injury to the Company Group.  Therefore, you hereby agree that, in addition to any other remedy that may be available to the Company, the Company shall be entitled to seek injunctive relief, specific performance or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach.

(e)           Severability.  Each of the rights enumerated in this Section 9 shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity.  If any of the provisions of this Section 9 or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this agreement, which shall be given full effect without regard to the invalid portions.  If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, both you and the Company agree that the court making such determination shall have the power to reduce the duration, scope and/or area of such provision to the maximum and/or broadest duration, scope and/or area permissible by law and in its reduced form said provision shall then be enforceable.

10.           Inventions and Intellectual Property Rights.

(a)           Assignment of Inventions.  You agree that you will, without additional compensation, promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all your right, title and interest throughout the world in and to any and all developments, original works of authorship, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which you may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Transition Period, whether or not during regular working hours, provided they: (i) relate or related at the time of conception or development to the actual or demonstrably proposed business or research and development activities of the Company Group; (ii) result or resulted from, or relate or related to, any work performed for the Company Group; or (iii) are or were developed through the use of Confidential Information and/or Company Group resources or in consultation with Company Group personnel (collectively referred to as “Developments”).  You further acknowledge that all Developments which are made by you (solely or jointly with others) within the scope of your employment and during the Transition Period are “works made for hire” (to the greatest extent permitted by applicable law) for which you are, in part, compensated by your base salary, unless regulated otherwise by law.  In the event any such Development is deemed not to be a work made for hire, you hereby assign all rights in such Development to the Company.

11.           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.  

7

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

13.           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 June 10, 2010 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/ Denise McNairn on behalf of

Kathleen Danenberg

Agreed to and Acknowledged:

/s/ Michael McNulty                                                      

Signature

6/10/10                                                      

Date

8

EX-10.2

Exhibit 10.2

RELOCATION AGREEMENT

Whereas Response Genetics, Inc. (“RGI”) wishes to offer employment to Michael McNulty (“Candidate”), and such employment will involve a relocation of the candidate to the Los Angeles, California area, RGI and Candidate have entered into the following agreement:

1.   RGI offers to candidate a relocation package that consists of the following relocation benefits (“Relocation Benefit”):

(i) relocation expenses, including household goods and travel to Los Angeles for Candidate, provided the Company receives copies of bid(s) for said relocation fees associated with moving household goods;

(ii) one house hunting trip to Los Angeles, provided said trip occurs prior to commencement of duties;

(iii) temporary living expenses for up to 90 days;

(iv) commission on sales of Candidate’s current condominium (estimated value between $XXX-XXX), said commission to follow industry standards and not to exceed 6% of sales;

(iv) closing costs associated with purchase of a residence in the Los Angeles area, said closing costs to be limited to 1-2% of the purchase price of the residence and half of applicable taxes); and

(v) $10,000 in miscellaneous moving expenses.

2.   Candidate agrees to submit receipts for reimbursement of expenses covered by items 1(i) - (iv) to RGI within one hundred and eight days of Candidate’s first day of employment.  Request for reimbursement shall be on standard RGI expense report forms, properly documented with receipts.

3.   Candidate understands that all amounts paid to himself or to a third party on his behalf will be reflected on his W-2 form. (Deductions may be taken according to the Internal Revenue Service Code Section 217).

4.   In the event that within one year from the first day of employment (1) Candidate is terminated by the Company for cause or (2) Candidate voluntarily resigns from the Company without cause and without RGI’s express consent, such consent to be evidenced in writing and signed by an officer of RGI, Candidate shall repay to the order of RGI, an amount defined below as an Early Departure Liability. Such payment shall be in lawful money of the United States, and shall be made in one payment within 30 days after the date on which Candidate’s employment with RGI terminates.

5. The Early Departure Liability shall be equal to the total amount disbursed under paragraph 1 above reduced by one twelfth of said amount for each full month of employment, starting with the Candidate’s first day of employment. Upon completion of twelve full months of employment, the Early Departure Liability shall be zero and all obligations on the part of the Candidate to reimburse RGI for any portion of the Early Departure Liability shall end.  Early Departure Liability will not be required in the case of death, disability or without cause termination of the Candidate.

6.   In addition to the above promise to pay, Candidate hereby authorizes RGI to deduct, to the extent permitted by the law, the Early Departure Liability or a portion thereof from any wages (including unused vacation earnings) which might be owing to Candidate at the termination of Candidate’s employment. In the event that the amount so deducted from Candidate’s wages is insufficient to pay the entire balance of the liability, Candidate hereby promises to pay that amount of the liability remaining after such deduction has been made in lawful money of the United States in one payment within 30 days after the date on which Candidate’s employment with RGI terminates.

7.   Candidate further agrees that the failure of RGI to deduct the Early Departure Liability, or any portion thereof, from all or a portion of the wages due and owing to Candidate at the date of Candidate’s termination shall not constitute a waiver of RGI’s right to enforce the terms of this Agreement at law or in equity.

Response Genetics, Inc.	Candidate
By:    /s/ Kathleen Danenberg	Signed: /s/ Michael McNulty
Date: 6/8/10	Date:     6/7/10

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations Contact:	Media Relations Contact:
Peter Rahmer	Barry Sudbeck
Trout Group	Fleishman-Hillard
646-272-8526	415-318-4261

Response Genetics, Inc. Announces Appointment of Chief Operating Officer

LOS ANGELES, June 10, 2010 — Response Genetics, Inc. (Nasdaq: RGDX), a company focused on the development and commercialization of molecular diagnostic tests for cancer, announced today the addition of Michael B. McNulty as the Company’s chief operating officer. In his role as COO, Mr. McNulty brings extensive experience in managing the scale-up of laboratory operations and testing services. Effective July 12, 2010, Mr. McNulty will be responsible for the Company’s operations, strategy and corporate development.

“I am pleased to welcome Michael to Response Genetics,” said Kathleen Danenberg, president and CEO of Response Genetics. “With more than 25 years of commercial laboratory and diagnostic industry experience, Michael brings a wealth of knowledge to our company at a time of significant growth. And, with a successful track record of helping companies become recognized leaders in the diagnostic space, we look forward to an exciting future.”

Most recently, Mr. McNulty was general manager, Diagnostics at Agilent Technologies, Inc., a premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis with annual net revenue of $4.5 billion. Mr. McNulty also held the position of vice president, Laboratory Operations at Berkeley HeartLab, Inc. (now Celera Diagnostics), where he was responsible for the scale-up of laboratory operations and development of new laboratory services. As senior vice president, Sales, Marketing and Business Development at THAUMDX, LLC, he was responsible for managing product launches and business development initiatives. Mr. McNulty spent fourteen years with SmithKline Beecham Healthcare Services, where he ran the company’s Chicago-based reference laboratory prior to its becoming Quest Diagnostics. Mr. McNulty received a Bachelor of Science degree in microbiology and a Bachelor of Science degree in biochemistry from San Jose State University.

Commenting on his appointment, Mr. McNulty said, “I am excited to join a dynamic company like Response Genetics where I can make a significant impact, both in the development of the business and in bringing to market products that make a difference in people’s lives. Based on its record of growth and unique technology platform, I look forward to helping the company reach its full potential.”

– more –

About Response Genetics, Inc.

Response Genetics Inc. (“RGI”) is focused on the development and sale of molecular diagnostic tests for cancer. RGI’s technologies enable extraction and analysis of genetic information from genes derived from tumor samples stored as formalin-fixed and paraffin-embedded specimens. In addition to diagnostic testing services, the Company generates revenue from the sales of its proprietary analytical pharmacogenomic testing services of clinical trial specimens to the pharmaceutical industry. RGI was founded in 1999 and its principal headquarters are located in Los Angeles, California. For more information, please visit www.responsegenetics.com.

Forward-Looking Statement Notice

Except for the historical information contained herein, this press release and the statements of representatives of RGI related thereto contain or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions, such as the ability of the Company  to continue to maintain its growth, the ability of the Company to successfully integrate the roles of operations, strategy and business development, , and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions.

These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results, including, without limitation, actual sales results, if any, or the application of funds, may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

###