SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Response Biomedical Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

76123L303

(CUSIP Number)

OrbiMed Advisors LLC

OrbiMed Advisors Limited

OrbiMed Asia GP, L.P.

OrbiMed Capital GP III LLC

Samuel D. Isaly

601 Lexington Avenue, 54th Floor

New York, NY 10022

Telephone: (212) 739-6400

Attn: Alexander M. Cooper

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 16, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  76123L303

1	Names of Reporting Persons. OrbiMed Advisors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF (See Item 3)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 6,000,328 (See Item 5)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 6,000,328 (See Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,328 (See Item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x See Item 5
13	Percent of Class Represented by Amount in Row (11) 42.6%  (See Item 5)*
14	Type of Reporting Person (See Instructions) IA

*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 11,710,972 Shares (defined below) outstanding as of June 15, 2016.

CUSIP No.  76123L303

1	Names of Reporting Persons. OrbiMed Advisors Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF (See Item 3)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 3,547,498 (See Item 5)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,547,498 (See Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,547,498 (See Item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x See Item 5
13	Percent of Class Represented by Amount in Row (11) 27.1%  (See Item 5)*
14	Type of Reporting Person (See Instructions) OO

*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 11,710,972 Shares (defined below) outstanding as of June 15, 2016.

CUSIP No.  76123L303

1	Names of Reporting Persons. OrbiMed Asia GP, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF (See Item 3)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 3,547,498 (See Item 5)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,547,498 (See Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,547,498 (See Item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x See Item 5
13	Percent of Class Represented by Amount in Row (11) 27.1%  (See Item 5)*
14	Type of Reporting Person (See Instructions) OO

*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 11,710,972 Shares (defined below) outstanding as of June 15, 2016.

CUSIP No.  76123L303

1	Names of Reporting Persons. OrbiMed Capital GP III LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF (See Item 3)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 5,943,771 (See Item 5)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 5,943,771 (See Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,943,771 (See Item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x See Item 5
13	Percent of Class Represented by Amount in Row (11) 42.3% (See Item 5)*
14	Type of Reporting Person (See Instructions) OO

*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 11,710,972 Shares (defined below) outstanding as of June 15, 2016.

CUSIP No.  76123L303

1	Names of Reporting Persons. Samuel D. Isaly
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF (See Item 3)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 6,000,328 (See Item 5)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 6,000,328 (See Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,328 (See Item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x See Item 5
13	Percent of Class Represented by Amount in Row (11) 42.6%  (See Item 5)*
14	Type of Reporting Person (See Instructions) IN

*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 11,710,972 Shares (defined below) outstanding as of June 15, 2016.

Item 1.  Security and Issuer

This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed on August 9, 2010, as amended by Amendment No. 1 to Schedule 13D filed on October 4, 2010, Amendment No. 2 to Schedule 13D filed on October 22, 2010, Amendment No. 3 to Schedule 13D filed on January 11, 2011, Amendment No. 4 to Schedule 13D filed on November 23, 2011, Amendment No. 5 to Schedule 13D filed on January 9, 2012, Amendment No. 6 to Schedule 13D filed on November 12, 2013, and Amendment No. 7 to Schedule 13D filed on January 23, 2015 (as amended, the “Schedule 13D”), and relating to the common shares, without par value (the “Shares”), of Response Biomedical Corp., a corporation continued under the laws of the Province of British Columbia (the “Issuer”), having its principal executive offices located at 1781 — 75th Avenue W., Vancouver, BC, V6P 6P2 Canada.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Limited (“OrbiMed Limited”), OrbiMed Asia GP, LP (“OrbiMed Asia”), OrbiMed Capital GP III LLC (“OrbiMed Capital”) and Samuel D. Isaly (“Isaly”) (collectively, the “Reporting Persons”).

(b) — (c) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Asia, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Asia has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Capital, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, owns a controlling interest in OrbiMed Advisors.  Isaly has his principal business 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Asia and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto.  Schedules I, II, III and IV set forth the following information with respect to each such person:

(i)           name;

(ii)           business address;

(iii)           present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)           citizenship.

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Isaly is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding immediately after the last paragraph thereof the following:

Pursuant to its authority under the limited partnership agreement of OrbiMed Private Investments III, LP (“OPI III”), on June 16, 2016, OrbiMed Capital, as general partner of OPI III, caused OPI III to purchase an aggregate of 5,268 Shares at a price of USD$0.56 per Share, using OPI III’s working capital in the aggregate amount of approximately USD$2,950.

Pursuant to its authority under the limited partnership agreement of OrbiMed Asia Partners, L.P. (“OAP”), on June 16, 2016, OrbiMed Asia caused OAP to purchase an aggregate of 331,690 Shares at a price of USD$0.56 per Share using OAP’s working capital in the aggregate amount of approximately USD$185,746. Such authority is exercised through OrbiMed Limited as the sole general partner of OrbiMed Asia, which is the sole general partner of OAP.

Pursuant to its authority under the limited partnership agreement of OrbiMed Associates III, LP (“OrbiMed Associates”) on June 16, 2016, OrbiMed Advisors, as general partner of OrbiMed Associates, caused OrbiMed Associates to purchase an aggregate of 555,900 Shares at a price of USD$0.56 per Share using OrbiMed Associates’ working capital in the aggregate amount of approximately USD$311,304.

Item 4.  Purpose of Transaction

Item 4 of this Schedule 13D is hereby amended and restated in its entirety as set forth below:

Arrangement Agreement

On June 16, 2016 the Issuer entered into a plan of arrangement (the “Arrangement Agreement”) with 1077801 B.C. Ltd. (“Acquireco”), a company owned by certain OrbiMed funds and Shanghai Runda Medical Technology Co., Ltd. (“Runda”), pursuant to which Acquireco will acquire all of the outstanding Shares (except for Shares held by certain rollover shareholders who will instead receive shares of the Acquireco on a 1:1 ratio) at a price of $1.12 per Share in cash (“Arrangement Consideration”). The consummation of the transactions contemplated by the Arrangement Agreement is subject to certain closing conditions including the adoption of the Arrangement Agreement by at least two-thirds of the votes at the Special Meeting and certain regulatory, court and stock exchange consents. Upon the consummation of the Arrangement Agreement, the Issuer will become a wholly-owned subsidiary of the Acquireco.

Subscription Agreements

Concurrently with the execution of the Arrangement Agreement, the Issuer and OrbiMed Advisors entered into subscription agreements (the “Subscription Agreements”), in connection with the Issuer’s non-brokered private placement financing of 1,785,716 Shares at a price of $0.56 per Share (“Private Placement”).  OribMed Advisors, acting on behalf of  OAP, OrbiMed Associates and OPI III, agreed to purchase 892,858 Shares for an aggregate gross amount of $500,000 in the Private Placement.

Rollover Agreements

Concurrently with the execution of the Arrangement Agreement, the Acquireco entered into rollover agreements (the “Rollover Agreements”) with OrbiMed Associates, OPI III and OAP (collectively, the “Rollovers”). Pursuant to the Rollover Agreements, the Rollovers agreed, among other things, to contribute all of their Shares in exchange for shares of Acquireco.

Support Agreements

Concurrently with the execution of the Arrangement Agreement, each director and officer of the Issuer entered into a Voting and Support Agreement (the “Support Agreements”) with OrbiMed Advisors and Runda, each acting through the Acquireco.  The Support Agreements contemplate, among other things, that each director and officer of the Issuer will vote all or certain of the Shares beneficially owned by him or her in support of the contemplated transaction.

In connection with the foregoing transactions, the Reporting Persons are acquiring beneficial ownership of additional Shares of the Issuer, such that collectively, the Reporting Persons, along with Runda, would be able to facilitate a going-private transaction.  Upon the consummation of the transaction, the Reporting Persons and Runda will cause the Issuer to terminate its reporting obligations to the SEC under the Act and the Shares will no longer be publicly traded on any securities exchange or over-the-counter market.

The descriptions of the Arrangement Agreement, the Subscription Agreements, the Support Agreements and the Rollover Agreements set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement, the Subscription Agreements, the Form of Support Agreement and the Rollover Agreements, which have been filed as Exhibits O–V, and are incorporated herein by this reference.

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

(a) — (b) The following disclosure assumes that there are 11,710,972 Shares outstanding, which includes 1,785,716 Shares sold in the Private Placement and as confirmed by the Issuer.

As of the date of this filing, OAP, a limited partnership organized under the laws of the Cayman Islands, holds 2,149,902 Shares and 1,397,596 warrants to purchase Shares (“Warrants”) constituting approximately 27.1% of the issued and outstanding Shares plus the Warrants held by OAP.  OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia.  As a result, OrbiMed Asia and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OAP, and both OrbiMed Asia and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OAP.  OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Isaly, Carl L. Gordon, David G. Wang, Jonathan J. Wang and Sunny Sharma, each of whom disclaims beneficial ownership of the Shares held by OAP.

As of the date of this filing, OPI III, a limited partnership organized under the laws of Delaware, holds 3,604,266 Shares and 2,339,505 Warrants constituting approximately 42.3% of the issued and outstanding Shares plus the Warrants held by OPI III.  OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital.  Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement.  As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and disposition of the Shares held by OPI III and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI III. 

As of the date of this filing, OrbiMed Associates, a limited partnership organized under the laws of Delaware, holds 34,291 Shares and 22,266 Warrants constituting approximately 0.5% of the issued and outstanding Shares plus the Warrants held by OrbiMed Associates.  OrbiMed Advisors is the sole general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates, and Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement.  As a result, Isaly and OrbiMed Advisors share power to direct the vote and disposition of the Shares held by OrbiMed Associates and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OrbiMed Associates.

As a result of the Arrangement Agreement, Rollover Agreement and Support Agreement (as defined and described in Item 4 of this Schedule 13D), the Reporting Persons are deemed to have a formed a “group” with Runda within the meaning of Section 13(d)(3) of the Act and may be deemed to beneficially own an additional 892,858 Shares of the Issuer, constituting 7.6% of the 11,710,972 Shares outstanding.  However, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person beneficially owns any Shares held by Runda. The Reporting Persons expressly disclaim beneficial ownership in the Shares deemed to be held by Runda.

(c) Except as disclosed in Item 4, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Item 5 above, OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Pursuant to this agreement and relationship, OrbiMed Capital has discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power to vote and otherwise dispose of securities held by OPI III.  The number of outstanding Shares of the Issuer attributable to OPI III is 5,943,771.  OrbiMed Capital, pursuant to its authority under the limited partnership agreement of OPI III, may be considered to hold indirectly 5,943,771 Shares.

     OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital.  Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPI III.  The number of outstanding Shares attributable to OPI III is 5,943,771 Shares. OrbiMed Advisors is also the general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates.  Pursuant to this agreement and relationship, OrbiMed Advisors has discretionary investment management authority with respect to the assets of OrbiMed Associates.  Such authority includes the power to vote and otherwise dispose of securities held by OrbiMed Associates.  The number of outstanding Shares of Issuer attributable to OrbiMed Associates is 56,557.  OrbiMed Advisors, pursuant to its authority under its limited partnership agreement with OrbiMed Associates, may be considered to hold indirectly 56,557 Shares.

     OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP.  OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia.  OrbiMed Limited established the Committee by written resolutions adopted on July 28, 2010.  Pursuant to these agreements, resolutions and relationships, OrbiMed Asia has discretionary investment management authority with respect to the assets of OAP and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OAP.  The number of outstanding Shares of the Issuer attributable to OAP is 3,547,498.  OrbiMed Asia, as the general partner of OAP, may be considered to hold indirectly 3,547,498 Shares, and OrbiMed Limited, as the general partner of OrbiMed Asia, may be considered to hold indirectly 3,547,498 Shares.

     Peter Thompson and Jonathan J. Wang, employees of OrbiMed Advisors, are members of the Issuer’s Board and, accordingly, the Reporting Persons may have the ability to effect and influence control of the Issuer.

     Other than the agreements and the relationships mentioned directly above and in Items 4 and 5 hereof, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.

Item 7.  Material to Be Filed as Exhibits

Exhibit	Title
N	Joint Filing Agreement, dated as of June 20, 2016, by and among OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly.
O	Arrangement Agreement, dated as of June 16 2016, by and among Response Biomedical Corporation and 1077801 B.C. Ltd., a company owned by OrbiMed Asia Partners, L.P., OrbiMed Private Investments III, LP and OrbiMed Associates III, LP and Shanghai Runda Medical Technology Co., Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Response Biomedical Corporation on June 20, 2016.
P	Subscription Agreement, date as of June 16, 2016, by and among OrbiMed Advisors LLC, OrbiMed Associates III, L.P., and Response Biomedical Corporation.
Q	Subscription Agreement, date as of June 16, 2016, by and among OrbiMed Advisors LLC, OrbiMed Asia GP, L.P., OrbiMed Advisors Limited, and Response Biomedical Corporation.
R	Subscription Agreement, date as of June 16, 2016, by and among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC, OrbiMed Private Investments III, L.P., and Response Biomedical Corporation.
S	Form of Voting and Support Agreement, by and among 1077801 B.C. Ltd., and the officers and directors of Response Biomedical Corporation.
T	Rollover Agreement, dated as of June 16, 2016, by and among OrbiMed Private Investments III, L.P. and 1077801 B.C. Ltd.
U	Rollover Agreement, dated as of June 16, 2016, by and among OrbiMed Asia Partners, L.P. and 1077801 B.C. Ltd.
V	Rollover Agreement, dated as of June 16, 2016, by and among OrbiMed Associates III, L.P. and 1077801 B.C. Ltd.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2016	ORBIMED ADVISORS LLC
	By:	/s/Samuel D. Isaly
		Samuel D. Isaly
		Managing Member
	ORBIMED ADVISORS LIMITED
	By:	/s/Samuel D. Isaly
		Samuel D. Isaly
		Director
	ORBIMED ASIA GP, L.P.
	By:	ORBIMED ADVISORS LIMITED, its general partner
	By:	/s/Samuel D. Isaly
		Samuel D. Isaly
		Director
	ORBIMED CAPITAL GP III LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/Samuel D. Isaly
		Samuel D. Isaly
		Managing Member
	SAMUEL D. ISALY
	By:	/s/Samuel D. Isaly
		Samuel D. Isaly

SCHEDULE I

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Name	Position with Reporting Person	Principal Occupation
Samuel D. Isaly	Managing Member	Managing Member OrbiMed Advisors LLC
Carl L. Gordon	Member	Member OrbiMed Advisor, LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Advisors LLC
Jonathan T. Silverstein	Member	Member OrbiMed Advisors LLC
W. Carter Neild	Member	Member OrbiMed Advisors LLC
Geoffrey C. Hsu	Member	Member OrbiMed Advisors LLC
Evan D. Sotiriou	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors LLC

SCHEDULE II

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors Limited are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Name	Position with Reporting Person	Principal Occupation
Samuel D. Isaly	Director	Director OrbiMed Advisors Limited
Carl L. Gordon	Director	Director OrbiMed Advisors Limited
Sven H. Borho German and Swedish Citizen	Director	Director OrbiMed Advisors Limited
Jonathan T. Silverstein	Director	Director OrbiMed Advisors Limited
W. Carter Neild	Director	Director OrbiMed Advisors Limited
Geoffrey C. Hsu	Director	Director OrbiMed Advisors Limited
Jonathan J. Wang	Director	Director OrbiMed Advisors Limited
Sunny Sharma	Director	Director OrbiMed Advisors Limited
David G. Wang	Director	Director OrbiMed Advisors Limited
Alexander M. Cooper	Director	Director OrbiMed Advisors Limited

SCHEDULE III

The business and operations of OrbiMed Asia GP, L.P. are managed by the executive officers and directors of its sole general partner, OrbiMed Advisors Limited, set forth on Schedule II attached hereto.

SCHEDULE IV

The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

EX-99.N

Exhibit N

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated August 9, 2010, as amended by Amendment No. 1 to Schedule 13D originally filed on October 4, 2010, Amendment No. 2 to Schedule 13D originally filed on October 22, 2010, Amendment No. 3 to Schedule 13D originally filed on January 13, 2011, Amendment No. 4 to Schedule 13D originally filed on November 23, 2011, Amendment No. 5 to Schedule 13D originally filed on January 9, 2012, and Amendment No. 6 to Schedule 13D filed on November 12, 2013, Amendment No. 7 to Schedule 13D, dated January 23, 2015 (as amended, the “Schedule 13D”), and this Amendment No. 8 to Schedule 13D (“Amendment No. 8”) (including any subsequent amendments, restatements, supplements, and/or exhibits thereto) with respect to the common shares, without par value, of Response Biomedical Corp. was and is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to Amendment No. 8.  Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 8, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated:  June 20, 2016	ORBIMED ADVISORS LLC
	By:	/s/ SAMUEL D. ISALY
		Samuel D. Isaly
		Managing Member
	ORBIMED ADVISORS LIMITED
	By:	/s/ SAMUEL D. ISALY
		Samuel D. Isaly
		Director
	ORBIMED ASIA GP, L.P.
	By:	ORBIMED ADVISORS LIMITED, its general partner
	By:	/s/ SAMUEL D. ISALY
		Samuel D. Isaly
		Director
	ORBIMED CAPITAL GP III LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ SAMUEL D. ISALY
		Samuel D. Isaly
		Managing Member
	SAMUEL D. ISALY
	By:	/s/ SAMUEL D. ISALY
		Samuel D. Isaly

EX-99.P

Exhibit P

SUBSCRIPTION AGREEMENT

TO:           RESPONSE BIOMEDICAL CORP.

The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Response Biomedical Corp. (the “Issuer”) the number of common shares (the “Purchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below for a subscription price of US$0.56 per Purchased Security (the “Purchase Price”). This subscription plus the attached terms and conditions (the “Terms and Conditions”) and Schedule A attached hereto are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement.

Number of Purchased Securities: 5,268 Aggregate Subscription Amount:US$2,950.08

Name and Address of Purchaser:		Registration Instructions (if different):
ORBIMED ASSOCIATES III, LP
By:OrbiMed Advisors LLC,         its Managing Member		Name
Name of Purchaser (please print)
By:
	Authorized Signature	Account Reference, if applicable
Member
Official Capacity or Title (please print)
(Please print name of signatory if different from the name of the Purchaser printed above.)		Address, including province
Purchaser’s Address, including province:		Delivery Instructions (if different):
601 Lexington Avenue, 54th Floor, New York, NY, 10022		Name
		Account Reference, if applicable
telephone Number:
Fax Number:
E-mail Address:
		Address, including province
		Telephone Number

INSTRUCTIONS FOR PURCHASERS

The Purchaser must:

(1)   Read this Subscription Agreement;

(2)   Complete and execute the face page of this Subscription Agreement;

(3)   Make payment for the Purchased Securities as required by section 2 of the Terms and Conditions; and

(4)   Deliver the signed documents as required by section 3 of the Terms and Conditions.

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ACCEPTANCE:  The Issuer hereby accepts the above subscription subject to the Terms and Conditions of this Subscription Agreement.

RESPONSE BIOMEDICAL CORP.

Per:	Date:
Name: Position:

SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS

1. Acceptance

1.1 The Issuer may accept or reject this Subscription Agreement in whole or in part at any time prior to the Closing Time (as defined herein). The Purchaser is aware that the offer made by this subscription is irrevocable (subject to satisfaction of the conditions precedent set out in section 0 below) and is subject to the approval for listing of the Purchased Securities by the Toronto Stock Exchange (“TSX”) and certain other conditions precedent set out below and will not become an agreement between the Purchaser and the Issuer until accepted by the Issuer signing in the space above.

1.2 If this Subscription Agreement is rejected in whole, the Purchaser understands that any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities will be promptly returned to the Purchaser without interest and this Subscription Agreement shall thereafter be of no force or effect.  If this Subscription Agreement is accepted only in part, the Purchaser understands that a cheque representing the portion of the purchase price for that portion of its subscription for Purchased Securities that is not accepted will be promptly delivered to the Purchaser without interest and this Subscription Agreement will continue in full force and effect to the extent the subscription was accepted.

2. Payment

The Purchaser shall deliver the aggregate amount payable in respect of the Purchased Securities subscribed for hereby tothe Issuer at least one Business Day (as defined herein) prior to the Closing Date (as defined herein), by wire transfer of immediately available funds to the account designated by the Issuer as set out below, or payable in such other manner as may be specified by the Issuer.

Paying Bank:	The Toronto-Dominion Bank
	Toronto, ON  Canada
SWIFT Code:	TDOMCATTTOR
Beneficiary Bank:	The Toronto-Dominion Bank
	4 Bentall Centre
	1055 Dunsmir Street
	Vancouver, BC  Canada
	V7X 1P3
Transit # (USD):	95120
Payment Details:	For further credit to Response Biomedical Corp.
Account # (USD):	7306363

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3. Additional Deliveries and Conditions for Acceptance

The offer, sale and issuance of the Purchased Securities is subject to the following conditions, each of which may be waived, in whole or in part, by the Issuer in its sole discretion:

3.1 The Purchaser shall complete, sign and return to the Issuer, two Business Days before the Closing Date:

(a) one completed and executed copy of this Subscription Agreement;

(b) one completed and executed copy of Schedule A to this Subscription Agreement;

(c) any other document required by applicable Securities Laws (as defined herein) which the Issuer requests.

The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer.  The Purchaser acknowledges and agrees that this offer, the Purchase Price and any other documents delivered in connection herewith will be held by the Issuer until such time as the conditions set out in this Subscription Agreement are satisfied.

For the purposes hereof, “Business Day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

3.2 Any obligation of the Issuer to sell the Purchased Securities to the Purchaser is subject to (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Purchaser’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance;and(d) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement, and applicable Securities Laws with respect to the Purchased Securities.

3.3 Any obligation of the Purchaser to purchase the Purchased Securities is subject to (a) performance by the Issuer of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Issuer’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance of the Purchased Securities to the Purchaser; (d) in consideration of the payment of the applicable purchase price by the Purchaser, remittance to the Purchaser of certificates representing the Purchased Securities registered in accordance with the instructions of the Purchaser; and (e) delivery by the Issuer’s legal counsel of a legal opinion addressed to the Purchaser dated the Closing Date, in form and substance satisfactory to the Purchaser’s legal counsel, acting reasonably, which opinion shall address such matters as is customary for transactions of this nature.

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3.4 The Purchaser understands that the information provided herein will be relied upon by the Issuer for purposes of determining the eligibility of the Purchaser to purchase the Purchased Securities.  The Purchaser agrees to provide upon request any additional information that the Issuer determines necessary or appropriate in determining the Purchaser’s eligibility, acting reasonably.

3.5 For the purposes hereof, “Securities Laws” means the securities laws, regulations and rules, and the blanket rulings, policies, guidelines and written interpretations of and multilateral or national instruments adopted by the securities regulators of the Province of British Columbia and the rules and policies of the TSX.

4. Closing

4.1 Closing of this subscription for the Purchased Securities (the “Closing”) will be completed at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia, at 10:00 am(Vancouver time),or such other place or time as the Issuer may determine (the “Closing Time”) on June 1, 2016, or such later date as the Issuer and Purchaser may agree upon (the “Closing Date”).

4.2 A single certificate endorsed by the Issuer representing the Purchased Securities subscribed for hereunder will be delivered to the address specified for delivery by the Purchaser, at the Closing Time upon satisfaction of the Conditions for Acceptance described in Section 3.

4.3 If the Closing does not occur, the Issuer shall return this Subscription Agreement and any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities, without interest, to the Purchaser.

5. Representations, Warranties and Covenants of the Purchaser

By executing this Subscription Agreement, the Purchaser represents, warrants and covenants to the Issuer as at the date of acceptance of this Subscription Agreement by the Issuer and unless given at a particular date, at the Closing Date and  acknowledges that the Issuer is relying thereon that:

(a) the Purchaser understands that the Purchased Securities subscribed for by the Purchaser hereunder form part of a larger offering (the “Offering”) of common shares by the Issuer upon and subject to the terms and conditions set forth herein, which Offering may, at the Issuer’s discretion, be consummated in one or more separate closings on separate dates;

(b) the Purchaser acknowledges that

(i) the Purchaser is not a resident of the Province of British Columbia;

(ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities;

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(iii) there is no government or other insurance covering the Purchased Securities;

(iv) there are risks associated with the purchase of the Purchased Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investments;

(v) there are restrictions on the Purchaser’s ability to resell the Purchased Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities;

(vi) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus under the Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Purchaser;

(c) if required by applicable Securities Laws or stock exchange rules, the Purchaser will execute, deliver and file or assist the Issuer in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Purchased Securities by the Purchaser as may be required by any applicable Securities Laws, securities commission, stock exchange or other regulatory authority;

(d) the Purchaser’s ability to directly or indirectly, sell, exchange, transfer, assign, encumber or otherwise dispose of the Purchased Securities is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Purchased Securities, are subject to resale restrictions under National Instrument 45-102 – Resale of Securities (“NI 45-102”) and may not be sold or otherwise disposed of in Canada for a period of four months and one day from the Closing Date, unless a statutory exemption is available or a discretionary order is obtained from the British Columbia Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if such sale or other disposition would be a “control distribution”, as that term is defined in NI 45-102;

(e) the Purchaser is aware that the certificates evidencing the Purchased Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods) will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, legends setting out resale restrictions under applicable Securities Laws in substantially the following form, and also the legend described in Schedule A of this Subscription Agreement:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

(f) the Purchaser has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto;

(g) the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions;

(h) the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

(i) this Subscription Agreement has been duly and validly authorized, executed and delivered by, and upon acceptance by the Issuer constitutes a legal, valid, binding and enforceable obligation of, the Purchaser;

(j) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Purchased Securities pursuant to the Offering;

(k) the Purchaser has relied only upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Issuer has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Subscription Agreement.  Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Purchased Securities, or refund any of the Purchase Price of the Purchased Securities, or that the Purchased Securities will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Purchased Securities;

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(l) the Purchaser agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder;

(m) the Purchaser is entitled under applicable Securities Laws to purchase such Purchased Securities without the benefit of a prospectus qualified under such Securities Laws;

(n) the Purchaser is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Purchaser’s Address” and such address was not created and is not used solely for the purpose of acquiring Purchased Securities;

(o) the Purchaser (or any beneficial purchaser) is aware that the Purchased Securities have not been registered under the U.S. Securities Act or the securities laws of any state and the Purchased Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration;

(p) the Purchaser agrees to the additional terms included in Schedule A hereto;

(q) the Purchaser (and, if applicable, such beneficial purchaser) is an “accredited investor” who satisfies one or more of the criteria of Rule 501(a) of Regulation D  under the U.S. Securities Act purchasing the Purchased Securities directly from the Issuer and the Purchaser has completed Schedule A hereto and identified in Schedule A the appropriate category of accredited investor that correctly and in all respects describes the Purchaser (and, if applicable, such beneficial purchaser);

(r) the Purchaser is purchasing the Purchased Securities with the benefit of the prospectus exemption provided by BC Instrument 72-503 – Distribution of Securities Outside British Columbia; and is either purchasing the Purchased Securities as principal for its own account, or is deemed to be purchasing the Purchased Securities as principal for its own account in accordance with applicable Securities Laws;

(s) the Purchaser either (A) is not an “insider” of the Issuer or a “registrant” (each as defined under applicable Securities Laws) or (B) has identified itself to the Issuer as either an “insider” or a “registrant” (each as defined under applicable Securities Laws);

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(t) the Purchaser is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the jurisdiction of its residence which apply to the subscription;

(u) the Purchaser acknowledges that the Issuer shall have no obligation to register any purported sale, transfer or disposition which violates applicable Canadian or United States securities laws;

(v) if it decides to offer, sell or otherwise transfer, pledge or hypothecate all or any part of the Purchased Securities, it will not offer, sell or otherwise transfer any of such Purchased Securities directly or indirectly, except:

(i) to the Issuer;

(ii) outside the United States (other than in Canada) in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii) other than sales made to purchasers in Canada, in accordance with the exemptions from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available or (B) Rule 144A, thereunder, if available, and, in both cases, in accordance with applicable state securities laws of the United States;

(iv) the Purchased Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; or in Canada in accordance with the Securities Laws, including the applicable hold period; and

prior to such sale pursuant to subsection (iii)(A) or (iv) it has furnished to the Issuer an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer;

(w) the funds representing the aggregate Purchase Price for the Purchased Securities which will be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser’s name and other information relating to this Subscription Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to such Act.  To the best of its knowledge:  (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and (b) the Purchaser shall promptly notify the Issuer if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith; and

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(x) the Purchaser is aware that (i) the Issuer may complete additional financings in the future in order to develop the Issuer’s business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Issuer’s securityholders, including the Purchaser, and (iv) if such future financings are not available, the Issuer may be unable to fund its on-going development and the lack of capital resources may result in the failure of the Issuer’s business.

6. Reliance Upon Representations, Warranties and Covenants by Issuer

The Purchaser acknowledges that the representations, warranties and covenants made by the Purchaser in this Subscription Agreement (including without limitation those made in Schedule A to this Subscription Agreement) are made with the intent that they may be relied upon by the Issuer and its counsel to, among other things, determine the Purchaser’s eligibility to purchase the Purchased Securities, including without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws in connection with the issuance of the Purchased Securities to the Purchaser. The Purchaser further covenants that by accepting the Purchased Securities, the Purchaser shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Date and that the covenants of the Purchaser made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed.  The Purchaser undertakes to immediately notify the Issuer of any material change in any statement or other information relating to the Purchaser set forth herein or in Schedule A to this Subscription Agreement that takes place prior to the Closing Date.

7. Representations, Warranties and Covenants of the Issuer

By executing this Subscription Agreement, the Issuer represents, warrants and covenants to the Purchaser that, as at the date of acceptance by the Issuer of this Subscription Agreement and unless given at a particular date, at the Closing Date and  acknowledges that the Purchaser is relying thereon that:

(a) the Issuer and its subsidiary are each corporations incorporated, validly subsisting and in good standing under the laws of the jurisdictions in which they are incorporated and have all the requisite corporate power, authority and capacity to carry on their business as now conducted and to own or lease their properties and assets;

(b) the Issuer has all necessary corporate power, authority and capacity to enter into and carry out its obligations under this Subscription Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Subscription Agreement and has taken all necessary corporate action in respect thereof;

(c) the execution, delivery and performance by the Issuer of this Subscription Agreement and such other agreements and instruments and the consummation of the transactions contemplated by this Subscription Agreement and such other agreements and instruments have been duly and validly authorized by the Issuer;

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(d) the authorized share capital of the Issuer consists of an unlimited number of common shares, of which 9,925,256 were issued and outstanding as at May 17, 2016, and all issued common shares have been validly issued and are outstanding as fully paid and non-assessable;

(e) as of May 17, 2016, there were no outstanding securities, notes or instruments convertible into or exercisable for common shares other equity interests of the Issuer, other than 1,393,211 incentive stock options of the Issuer, 231,016 restricted share units of the Issuer, 86,918 deferred share units of the Issuer and 86,848,002 common share purchase warrants exercisable to purchase up to 5,049,445 common shares of the Issuer, provided however, that 86,103,744 of such warrants, exercisable to purchase 4,305,187 common shares, cannot be exercised pursuant to their terms so long as the exercise price is above the current market price of the common shares;

(f) all securities of the Issuer have been issued in all material respects in accordance with the provisions of all applicable securities laws and applicable corporate laws;

(g) the Issuer has complied with and will fully comply with the requirements of applicable securities laws and applicable corporate legislation in respect of the Offering;

(h) the Purchased Securities have been duly authorized for issuance and upon issuance pursuant to the provisions hereof will be validly issued and fully paid as non-assessable common shares in the capital of the Issuer;

(i) this Subscription Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms subject, however, to the customary limitations with respect to bankruptcy, insolvency or other laws affecting creditors’ rights generally and to the availability of equitable remedies;

(j) the execution and delivery of this Subscription Agreement and the compliance by the Issuer with the terms hereof, including the issue, sale and delivery of the Purchased Securities, will not result in any breach, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of the Issuer’s constating documents or by-laws, resolutions of the directors of the Issuer or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Issuer is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Issuer;

(k) except for approval for listing of the Purchased Securities by the TSX, no approval, authorization, consent or order of, and no filing, registration or recording with, any governmental authority or any third party is required of the Issuer in connection with the execution and delivery or with the performance by the Issuer of this Subscription Agreement;

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(l) the Issuer will within the required time, file with the TSX or any other applicable securities agency, any documents, reports and information, in the required form, required to be filed by Securities Laws in connection with the Offering, together with any applicable filing fees and other materials;

(m) at the Closing Time, approval for listing of the Purchased Securities by the TSX will have been obtained subject to the fulfilment of any post-Closing filings referred to in the conditional acceptance letter from the TSX;

(n) the Issuer is a “reporting issuer” in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut and the Issuer is not in default of any of the material requirements of the applicable securities laws;

(o) the common shares of the Issuer are listed and posted for trading on the TSX;

(p) the Issuer is not a party to any unanimous shareholder, voting trust or similar agreement in each case relating to any of the issued and outstanding securities or equity interests of the Issuer;

(q) the Issuer has not entered into a shareholders rights plan agreement or put in place a shareholders rights plan;

(r) the Issuer is the owner of all of its property and assets used by it in connection with its business, unless leased or licensed, in each case with good and marketable title thereto, free and clear of any encumbrances and of any rights or privileges capable of becoming encumbrances, except as disclosed publicly by the Issuer any and all agreements pursuant to which the Issuer or its subsidiary holds or will hold any such interest in property, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated;

(s) except as disclosed in the Issuer’s publicly filed documents, the Issuer and its subsidiary are not a party to any actions, suits or proceedings which could materially adversely affect its or its subsidiary’s business or financial condition, and, except as disclosed in such publicly filed documents, to the best of the Issuer’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof.

8. Survival

This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Issuer and the Purchaser, notwithstanding the completion of the purchase of the Purchased Securities by the Purchaser pursuant heretoor the subsequent disposition or exchange of the Purchased Securities by the Purchaser.

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9. Personal Information Authorization

By executing this Subscription Agreement, the Purchaser hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Purchaser or collected by the Issuer or its agents as reasonably necessary in connection with the Purchaser’s subscription for the Purchased Securities (collectively, “personal information”) as follows: (a) the Issuer may use personal information and disclose personal information to intermediaries such as the Issuer’s legal counsel and withholding and/or transfer agents for the purposes of determining the Purchaser’s eligibility to invest in the Purchased Securities and for managing and administering the Purchaser’s investment in the Purchased Securities; (b) if the Purchaser purchased securities through a registered dealer, the Issuer may disclose and collect such personal information relating to the Purchaser’s holding of the Purchased Securities to and from the dealer; (c) the Issuer and its agents may use the Purchaser’s tax identification number for income reporting purposes in accordance with applicable law; (d) the Issuer, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (e) the Issuer and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of the Issuer or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction.  Purchasers, assignees and successors of the Issuer or its business or assets may collect, use and disclose personal information as described in this Subscription Agreement.  The Purchaser acknowledges that the Issuer’s agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures the Issuer may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to the Issuer or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries.

The Purchaser acknowledges (i) the delivery to the British Columbia Securities Commission of the Purchaser’s full name, residential address and telephone number, the number and type of securities purchased by the Purchaser, the total purchase price paid for the Purchased Securities, the prospectus exemption relied on under Securities Laws to complete such purchase, and the date of distribution, (ii) that such information is being collected indirectly by the British Columbia Securities Commission under the authority granted to it in securities legislation, (iii) that such information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia, and (iv) that the British Columbia Securities Commission, by mail to Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, or by telephone at (604) 899-6500 or 1-800-373-6393 can be contacted to answer questions about the British Columbia Securities Commission’s indirect collection of such information. The Purchaser hereby authorizes the indirect collection of such information by the British Columbia Securities Commission.

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10. Governing Law

This Subscription Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  The Purchaser hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Subscription Agreement.

11. Costs

All costs and expenses incurred by the Purchaser, including, without limitation, legal fees and disbursements relating to the purchase by the Purchaser of the Purchased Securities, shall be borne by the Purchaser.

12. Assignment

This Subscription Agreement shall enure to the benefit of and be binding on the Issuer, the Purchaser and their respective heirs, administrators, executors, successors and permitted assigns.  This Subscription Agreement may not be assigned by the Issuer and may only be transferred or assigned by the Purchaser: (i) subject to compliance with applicable Securities Law, and (ii) with the prior written consent of the Issuer.

13. Entire Agreement

This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  There are no conditions, representations, warranties, covenants or other agreements, express or implied, collateral, statutory or otherwise, between the parties hereto relating to the subject matter hereof, except as specifically set out, referred to or incorporated by reference herein.

14. Amendments and Waivers

No amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.  No waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in writing and signed by the waiving party.

15. Language

The parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements directly or indirectly relating hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente ainsi que tous les documents et contrats s’y rattachant directmente ou indirectmente soient rédigés en anglais.

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16. Time of Essence

Time shall be of the essence of this Subscription Agreement in all respects.

17. Facsimile Deliveries and Counterparts

The Issuer shall be entitled to rely on delivery by facsimile or electronic copy via PDF of a copy of this Subscription Agreement executed by the Purchaser, and acceptance by the Issuer of such executed Subscription Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms hereof.  In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

18. Extended Meanings and Headings

In this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations. The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

19. Currency

All references to currency herein are to lawful money of the United States, unless otherwise stated herein.

20. Further Assurances

Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement.

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Schedule A

United States Subscribers Representation Letter

This Representation Letter is being delivered in connection with the execution and delivery of the Subscription Agreement of the undersigned subscriber (the “Subscriber”) in connection with the purchase of Common Shares (the “Common Shares”) of Response Biomedical Corp. (the “Corporation”).  Capitalized terms used herein and not defined herein will have the meanings ascribed thereto in the Subscription Agreement.  The Subscriber represents, warrants and covenants (which representations, warranties and covenants will survive the Closing Date) on its own behalf and, if applicable, on behalf of any beneficial purchaser for whom the Subscriber is contracting hereunder to and with the Corporation and acknowledges that the Corporation and their respective counsel are relying thereon that:

(a) The Subscriber is (i) purchasing the Common Shares as principal for its own account and not for the benefit of any other person and it is an “accredited investor” who satisfies one or more of the criteria of Rule 501(a) of Regulation D) (a “U.S. Accredited Investor”); or (ii) subscribing for the Common Shares as agent for a beneficial purchaser disclosed on the execution page of this Subscription Agreement, in a transaction in which the Subscriber is exercising sole investment discretion with respect to the purchase of the Common Shares and the Subscriber and each disclosed purchaser for whom it is acting is a U.S. Accredited Investor and is purchasing as principal for its own account and not for the benefit of any other person; and the Subscriber has initialled the category of U.S. Accredited Investor applicable to the Subscriber and any beneficial purchaser below.

(b) The Subscriber (and, if the Subscriber is acting on behalf of a beneficial purchaser, such beneficial purchaser) is a U.S. Accredited Investor as a result of satisfying the requirements of the paragraphs below that the Subscriber has indicated (the line identified as “BP” is to be initialled by the undersigned if the beneficial purchaser, if any, satisfies the requirements of the corresponding paragraph).

____ ____	(BP)	(i) any bank as defined in Section 3(a)(2) of the U.S. Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity;
____ ____	(BP)	(ii) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
____ ____	(BP)	(iii) any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;
____ ____	(BP)	(iv) any investment company registered under the Investment Company Act of 1940, or a business development company as defined in Section 2(a)(48) of that Act;

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____ ____	(BP)	(v) any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
____ ____	(BP)	(vi) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;
____ ____	(BP)	(vii) any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors;
____ ____	(BP)	(viii) any private business development company as defined in Section 202(a)(22) of the Investments Advisers Act of 1940;
____ ____	(BP)	(ix) any organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, limited liability company or partnership not formed for the specific purpose of acquiring theCommon Shares offered, with total assets in excess of US$5,000,000;
____ ____	(BP)	(x) any director or executive officer of the Corporation;
____ ____	(BP)	(xi) any natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds US$1,000,000;
		(Note: The value of an individual’s primary residence may not be included in this net worth calculation, and any indebtedness in excess of the value of an individual’s primary residence should be considered a liability and should be deducted from an individual’s net worth.)
____ ____	(BP)	(xii) any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
____ ____	(BP)	(xiii) any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Common Shares offered, whose purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment or

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____ ____	(BP)	(xiv) any entity in which all of the equity owners meet the requirements of at least one of the above categories.
		If the Subscriber is an individual who has marked (b)(xi) or (b)(xii) above, the Corporation may request additional information to confirm the Subscriber’s net worth or income, as applicable.

(c) The Subscriber has not purchased the Common Shares as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(d) The Subscriber has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Common Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment in the Common Shares.

(e) The Subscriber understands and acknowledges that none of the Common Shares have been registered under the U.S. Securities Act or the securities laws of any state, and that the Common Shares are being offered and sold to a limited number of U.S. Accredited Investors in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws; accordingly, the Common Shares are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

(f) The Subscriber, and each beneficial purchaser, if any, is acquiring the Common Shares for its own account as principal and not with a view to any resale, distribution or other disposition of Common Shares in violation of United States federal or state securities laws, provided, however, that by making these representations, the Subscriber does not agree to hold the Common Shares for any specific term and reserves the right to dispose of the Common Shares in accordance with applicable securities laws.

(g) The Subscriber understands that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Common Shares they may be offered, sold, pledged or otherwise transferred only (i) to the Corporation, (ii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the Common Shares, (iii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, or (iv) in compliance with an exemption from registration under the U.S. Securities Act including Rule 144 thereunder, if available, and, in each case, in compliance with any applicable state securities laws.  The Subscriber further understands and agrees that in the event of a transfer of the Common Shares pursuant to the foregoing clause (iii) or (iv), the Corporation will require a legal opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Corporation that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

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(h) The Subscriber understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates evidencing the Purchased Securities will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, the following legends:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS (I) SOLD OR TRANSFERRED TO THE CORPORATION, (II) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, (III) SUCH SALE OR TRANSFER IS EFFECTED OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE LOCAL LAWS AND REGULATIONS OR (IV) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH SALE OR TRANSFER. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO CLAUSES (III) OR (IV), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation and to the Corporation, in substantially the form set forth as Annex A hereto (or in such other form as the Corporation, acting reasonably, may prescribe from time to time) and, if requested by the Corporation or the registrar and transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the registrar and transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided further, that if any of theCommon Shares are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws or are eligible to be sold by the holder thereof pursuant to Rule 144 under the U.S. Securities Act without restriction thereunder, the legend may be removed by delivery to the Corporation’s registrar and transfer agent of an opinion satisfactory to the Corporation and its registrar and transfer agent, as applicable, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws.

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(i) The Subscriber consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer with respect to the Common Shares set forth and described herein.

(j) The Subscriber understands that, except as otherwise set forth in this Subscription Agreement, (i) the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Common Shares in the United States, (ii)  there are substantial restrictions on the transferability of the Common Shares, and (iii) it may not be possible for the Subscriber to readily liquidate his, her or its investment in case of an emergency at any time.

(k) The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Common Shares.  The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of its acquisition, holdingor disposition of the Common Shares, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to it with respect to its investment, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

(l) The Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Canada; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Corporation and such persons may be located outside the United States.

(m) The office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Common Shares is the address listed as the “Purchaser’s Address” on the face page of the Subscription Agreement.

(n) That the funds representing the Aggregate Subscription Amount which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to the subscription agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act.  No portion of the Aggregate Subscription Amount to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith.

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(o) The provisions of this Representation Letter will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date.

The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber or, if applicable, the beneficial purchaser set forth herein, which takes place prior to the Closing Date.

DATED at __________________________      this ___ day of _______________, 20_____.

ORBIMED ASSOCIATES III, LP By: OrbiMed Advisors LLC,         its Managing Member
By:
	Name:
	Title: Member

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ANNEX A TO SCHEDULE A

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:                      Response Biomedical Corp.

AND TO:                      The registrar and transfer agent for the securities of Response Biomedical Corp.

The undersigned (A) acknowledges that the sale of the securities of Response Biomedical Corp. (the “Company”) [represented by certificate number/described in the direct registration system advice with holder account number]  ___________________, to which this declaration relates was made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED at __________        this ___ day of __________, 20__.

By:

Name:

Title:

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AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE)

We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm
By:		Date:
	Authorized officer

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EX-99.Q

Exhibit Q

SUBSCRIPTION AGREEMENT

TO:           RESPONSE BIOMEDICAL CORP.

The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Response Biomedical Corp. (the “Issuer”) the number of common shares (the “Purchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below for a subscription price of US$0.56 per Purchased Security (the “Purchase Price”). This subscription plus the attached terms and conditions (the “Terms and Conditions”) are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement.

Number of Purchased Securities: 331,690 Aggregate Subscription Amount:US$185,746.40

Name and Address of Purchaser:		Registration Instructions (if different):
ORBIMED ASIA PARTNERS, L.P.
By:OrbiMed Asia GP, L.P.         its General Partner By:OrbiMed Advisors Limited,         its General Partner		Name
Name of Purchaser (please print)
By:
	Authorized Signature	Account Reference, if applicable
Director
Official Capacity or Title (please print)
(Please print name of signatory if different from the name of the Purchaser printed above.)		Address, including province
Purchaser’s Address, including province:		Delivery Instructions (if different):
		Name
		Account Reference, if applicable
telephone Number:
Fax Number:
E-mail Address:
		Address, including province
		Telephone Number

INSTRUCTIONS FOR PURCHASERS

The Purchaser must:

(1)   Read this Subscription Agreement;

(2)   Complete and execute the face page of this Subscription Agreement;

(3)   Make payment for the Purchased Securities as required by section 2 of the Terms and Conditions; and

(4)   Deliver the signed documents as required by section 3 of the Terms and Conditions.

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ACCEPTANCE:  The Issuer hereby accepts the above subscription subject to the Terms and Conditions of this Subscription Agreement.

RESPONSE BIOMEDICAL CORP.

Per:	Date:
Name: Position:

SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS

1. Acceptance

1.1 The Issuer may accept or reject this Subscription Agreement in whole or in part at any time prior to the Closing Time (as defined herein). The Purchaser is aware that the offer made by this subscription is irrevocable (subject to satisfaction of the conditions precedent set out in section 3.3 below) and is subject to the approval for listing of the Purchased Securities by the Toronto Stock Exchange (“TSX”) and certain other conditions precedent set out below and will not become an agreement between the Purchaser and the Issuer until accepted by the Issuer signing in the space above.

1.2 If this Subscription Agreement is rejected in whole, the Purchaser understands that any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities will be promptly returned to the Purchaser without interest and this Subscription Agreement shall thereafter be of no force or effect.  If this Subscription Agreement is accepted only in part, the Purchaser understands that a cheque representing the portion of the purchase price for that portion of its subscription for Purchased Securities that is not accepted will be promptly delivered to the Purchaser without interest and this Subscription Agreement will continue in full force and effect to the extent the subscription was accepted.

2. Payment

The Purchaser shall deliver the aggregate amount payable in respect of the Purchased Securities subscribed for hereby tothe Issuer at least one Business Day (as defined herein) prior to the Closing Date (as defined herein), by wire transfer of immediately available funds to the account designated by the Issuer as set out below, or payable in such other manner as may be specified by the Issuer.

Paying Bank:	The Toronto-Dominion Bank
	Toronto, ON  Canada
SWIFT Code:	TDOMCATTTOR
Beneficiary Bank:	The Toronto-Dominion Bank
	4 Bentall Centre
	1055 Dunsmir Street
	Vancouver, BC  Canada
	V7X 1P3
Transit # (USD):	95120
Payment Details:	For further credit to Response Biomedical Corp.
Account # (USD):	7306363

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3. Additional Deliveries and Conditions for Acceptance

The offer, sale and issuance of the Purchased Securities is subject to the following conditions, each of which may be waived, in whole or in part, by the Issuer in its sole discretion:

3.1 The Purchaser shall complete, sign and return to the Issuer, two Business Days before the Closing Date:

(a) one completed and executed copy of this Subscription Agreement; and

(b) any other document required by applicable Securities Laws (as defined herein) which the Issuer requests.

The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer.  The Purchaser acknowledges and agrees that this offer, the Purchase Price and any other documents delivered in connection herewith will be held by the Issuer until such time as the conditions set out in this Subscription Agreement are satisfied.

For the purposes hereof, “Business Day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

3.2 Any obligation of the Issuer to sell the Purchased Securities to the Purchaser is subject to (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Purchaser’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance;and(d) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement, and applicable Securities Laws with respect to the Purchased Securities.

3.3 Any obligation of the Purchaser to purchase the Purchased Securities is subject to (a) performance by the Issuer of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Issuer’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance of the Purchased Securities to the Purchaser; (d) in consideration of the payment of the applicable purchase price by the Purchaser, remittance to the Purchaser of certificates representing the Purchased Securities registered in accordance with the instructions of the Purchaser; and (e) delivery by the Issuer’s legal counsel of a legal opinion addressed to the Purchaser dated the Closing Date, in form and substance satisfactory to the Purchaser’s legal counsel, acting reasonably, which opinion shall address such matters as is customary for transactions of this nature.

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3.4 The Purchaser understands that the information provided herein will be relied upon by the Issuer for purposes of determining the eligibility of the Purchaser to purchase the Purchased Securities.  The Purchaser agrees to provide upon request any additional information that the Issuer determines necessary or appropriate in determining the Purchaser’s eligibility, acting reasonably.

3.5 For the purposes hereof, “Securities Laws” means the securities laws, regulations and rules, and the blanket rulings, policies, guidelines and written interpretations of and multilateral or national instruments adopted by the securities regulators of the Province of British Columbia and the rules and policies of the TSX.

4. Closing

4.1 Closing of this subscription for the Purchased Securities (the “Closing”) will be completed at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia, at 10:00 am(Vancouver time),or such other place or time as the Issuer may determine (the “Closing Time”), on June 1, 2016, or such later date as the Issuer and Purchaser may agree upon (the “Closing Date”).

4.2 A single certificate endorsed by the Issuer representing the Purchased Securities subscribed for hereunder will be delivered to the address specified for delivery by the Purchaser, at the Closing Time upon satisfaction of the Conditions for Acceptance described in Section 3.

4.3 If the Closing does not occur, the Issuer shall return this Subscription Agreement and any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities, without interest, to the Purchaser.

5. Representations, Warranties and Covenants of the Purchaser

By executing this Subscription Agreement, the Purchaser represents, warrants and covenants to the Issuer as at the date of acceptance of this Subscription Agreement by the Issuer and unless given at a particular date, at the Closing Date and  acknowledges that the Issuer is relying thereon that:

(a) the Purchaser understands that the Purchased Securities subscribed for by the Purchaser hereunder form part of a larger offering (the “Offering”) of common shares by the Issuer upon and subject to the terms and conditions set forth herein, which Offering may, at the Issuer’s discretion, be consummated in one or more separate closings on separate dates;

(b) the Purchaser acknowledges that

(i) the Purchase is not a resident of the Province of British Columbia;

(ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities;

(iii) there is no government or other insurance covering the Purchased Securities;

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(iv) there are risks associated with the purchase of the Purchased Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investments;

(v) there are restrictions on the Purchaser’s ability to resell the Purchased Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities;

(vi) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus under the Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Purchaser;

(c) if required by applicable Securities Laws or stock exchange rules, the Purchaser will execute, deliver and file or assist the Issuer in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Purchased Securities by the Purchaser as may be required by any applicable Securities Laws, securities commission, stock exchange or other regulatory authority;

(d) the Purchaser’s ability to directly or indirectly, sell, exchange, transfer, assign, encumber or otherwise dispose of the Purchased Securities is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Purchased Securities, are subject to resale restrictions under National Instrument 45-102 – Resale of Securities (“NI 45-102”) and may not be sold or otherwise disposed of in Canada for a period of four months and one day from the Closing Date, unless a statutory exemption is available or a discretionary order is obtained from the British Columbia Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if such sale or other disposition would be a “control distribution”, as that term is defined in NI 45-102.  As the Purchaser is not resident in Canada, additional resale restrictions may apply under the securities laws of the International Jurisdiction (as defined below);

(e) the Purchaser is aware that the certificates evidencing the Purchased Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods) will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, legends setting out resale restrictions under applicable Securities Laws and securities laws of the United States in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RESPONSE BIOMEDICAL CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS OR (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AND, IN THE CASE OF PARAGRAPH (C)(I) OR (D), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT AND, IN THE CASE OF PARAGRAPH (B), A DECLARATION IN THE FORM OF SCHEDULE A TO THE SUBSCRIPTION AGREEMENT UNDER WHICH THIS SECURITY WAS ISSUED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

(f) the Purchaser has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto;

(g) the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions;

(h) the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

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(i) this Subscription Agreement has been duly and validly authorized, executed and delivered by, and upon acceptance by the Issuer constitutes a legal, valid, binding and enforceable obligation of, the Purchaser;

(j) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Purchased Securities pursuant to the Offering;

(k) the Purchaser has relied only upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Issuer has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Subscription Agreement.  Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Purchased Securities, or refund any of the Purchase Price of the Purchased Securities, or that the Purchased Securities will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Purchased Securities;

(l) the Purchaser agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder;

(m) the Purchaser, whether acting as principal, trustee or agent, is neither (i) a “U.S. Person” (as defined in Rule 902(k) of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee is a U.S. Person, and any partnership or corporation organized or incorporated under the laws of the United States, nor (ii) purchasing the Purchased Securities for the account of a U.S. Person or a person in the United States or for resale in the United States, and the Purchased Securities have not been offered to the Purchaser in the United States and the Purchaser was not in the United States when the order was placed or when this Subscription Agreement was executed and delivered;

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(n) the Purchaser will not offer or sell the Purchased Securities in the United States or to a U.S. Person, unless such securities are registered under theU.S. Securities Act and the laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the Purchaser will not resell the Purchased Securities, except in accordance with the provisions of applicable securities laws in Canada and the United States;

(o) the Purchaser is entitled under applicable Securities Laws to purchase such Purchased Securities without the benefit of a prospectus qualified under such Securities Laws;

(p) the Purchaser is resident in the jurisdiction outside of Canada and the United States set forth on the face page of this Subscription Agreement (the “International Jurisdiction”) and the decision to subscribe for the Purchased Securities was taken in such International Jurisdiction;

(q) the Purchaser is purchasing the Purchased Securities with the benefit of the prospectus exemption provided by BC Instrument 72-503 – Distribution of Securities Outside British Columbia; and is either purchasing the Purchased Securities as principal for its own account, or is deemed to be purchasing the Purchased Securities as principal for its own account in accordance with applicable Securities Laws;

(r) the Purchaser either (A) is not an “insider” of the Issuer or a “registrant” (each as defined under applicable Securities Laws) or (B) has identified itself to the Issuer as either an “insider” or a “registrant” (each as defined under applicable Securities Laws);

(s) the delivery of this Subscription Agreement, the acceptance of it by the Issuer and the issuance of the Purchased Securities to the Purchaser complies with all laws applicable to the Purchaser, including the laws of such purchaser’s jurisdiction of residence, and all other applicable laws, and will not cause the Issuer to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the International Jurisdiction;

(t) the Purchaser is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the International Jurisdiction which apply to the subscription;

(u) the Purchaser is subscribing for the Purchased Securities pursuant to exemptions from the prospectus and registration requirements (or their equivalent) under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Purchaser is permitted to subscribe for the Purchased Securities under the applicable securities laws of the International Jurisdiction without the need to rely on an exemption;

(v) the applicable securities laws do not require the Issuer to register any of the Purchased Securities, file a prospectus or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction;

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(w) the Purchaser will not sell, transfer or dispose of the Purchased Securities except in accordance with all applicable laws, including applicable securities laws of Canada and the United States, and the Purchaser acknowledges that the Issuer shall have no obligation to register any such purported sale, transfer or disposition which violates applicable Canadian or United States securities laws;

(x) if it decides to offer, sell or otherwise transfer, pledge or hypothecate all or any part of the Purchased Securities, it will not offer, sell or otherwise transfer any of such Purchased Securities directly or indirectly, except:

(i) to the Issuer;

(ii) outside the United States (other than in Canada) in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii) other than sales made to purchasers in Canada, in accordance with the exemptions from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available or (B) Rule 144A, thereunder, if available, and, in both cases, in accordance with applicable state securities laws of the United States;

(iv) the Purchased Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; or in Canada in accordance with the Securities Laws, including the applicable hold period; and

prior to such sale pursuant to subsection (iii)(A) or (iv) it has furnished to the Issuer an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer;

(y) the funds representing the aggregate Purchase Price for the Purchased Securities which will be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser’s name and other information relating to this Subscription Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to such Act.  To the best of its knowledge:  (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and (b) the Purchaser shall promptly notify the Issuer if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith; and

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(z) the Purchaser is aware that (i) the Issuer may complete additional financings in the future in order to develop the Issuer’s business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Issuer’s securityholders, including the Purchaser, and (iv) if such future financings are not available, the Issuer may be unable to fund its on-going development and the lack of capital resources may result in the failure of the Issuer’s business.

6. Reliance Upon Representations, Warranties and Covenants by Issuer

The Purchaser acknowledges that the representations, warranties and covenants made by the Purchaser in this Subscription Agreement are made with the intent that they may be relied upon by the Issuer and its counsel to, among other things, determine the Purchaser’s eligibility to purchase the Purchased Securities, including without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws in connection with the issuance of the Purchased Securities to the Purchaser. The Purchaser further covenants that by accepting the Purchased Securities, the Purchaser shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Date and that the covenants of the Purchaser made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed.  The Purchaser further agrees to indemnify the Issuer and its respective directors, officers, employees, advisers, affiliates, shareholders and agents, and their respective counsel, against all losses, claims, costs, expenses, damages and liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or breach or misrepresentation by the Purchaser of, any such representations, warranties and covenants.  The Purchaser undertakes to immediately notify the Issuer of any material change in any statement or other information relating to the Purchaser set forth herein that takes place prior to the Closing Date.

7. Representations, Warranties and Covenants of the Issuer

By executing this Subscription Agreement, the Issuer represents, warrants and covenants to the Purchaser that, as at the date of acceptance by the Issuer of this Subscription Agreement and unless given at a particular date, at the Closing Date and  acknowledges that the Purchaser is relying thereon that:

(a) the Issuer and its subsidiary are each corporations incorporated, validly subsisting and in good standing under the laws of the jurisdictions in which they are incorporated and have all the requisite corporate power, authority and capacity to carry on their business as now conducted and to own or lease their properties and assets;

(b) the Issuer has all necessary corporate power, authority and capacity to enter into and carry out its obligations under this Subscription Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Subscription Agreement and has taken all necessary corporate action in respect thereof;

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(c) the execution, delivery and performance by the Issuer of this Subscription Agreement and such other agreements and instruments and the consummation of the transactions contemplated by this Subscription Agreement and such other agreements and instruments have been duly and validly authorized by the Issuer;

(d) the authorized share capital of the Issuer consists of an unlimited number of common shares, of which 9,925,256 were issued and outstanding as at May 17, 2016, and all issued common shares have been validly issued and are outstanding as fully paid and non-assessable;

(e) as of May 17, 2016, there were no outstanding securities, notes or instruments convertible into or exercisable for common shares other equity interests of the Issuer, other than 1,393,211 incentive stock options of the Issuer, 231,016 restricted share units of the Issuer, 86,918 deferred share units of the Issuer and 86,848,002 common share purchase warrants exercisable to purchase up to 5,049,445 common shares of the Issuer, provided however, that 86,103,744 of such warrants, exercisable to purchase 4,305,187 common shares, cannot be exercised pursuant to their terms so long as the exercise price is above the current market price of the common shares;

(f) all securities of the Issuer have been issued in all material respects in accordance with the provisions of all applicable securities laws and applicable corporate laws;

(g) the Issuer has complied with and will fully comply with the requirements of applicable securities laws and applicable corporate legislation in respect of the Offering;

(h) the Purchased Securities have been duly authorized for issuance and upon issuance pursuant to the provisions hereof will be validly issued and fully paid as non-assessable common shares in the capital of the Issuer;

(i) this Subscription Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms subject, however, to the customary limitations with respect to bankruptcy, insolvency or other laws affecting creditors’ rights generally and to the availability of equitable remedies;

(j) the execution and delivery of this Subscription Agreement and the compliance by the Issuer with the terms hereof, including the issue, sale and delivery of the Purchased Securities, will not result in any breach, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of the Issuer’s constating documents or by-laws, resolutions of the directors of the Issuer or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Issuer is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Issuer;

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(k) except for approval for listing of the Purchased Securities by the TSX, no approval, authorization, consent or order of, and no filing, registration or recording with, any governmental authority or any third party is required of the Issuer in connection with the execution and delivery or with the performance by the Issuer of this Subscription Agreement;

(l) the Issuer will within the required time, file with the TSX or any other applicable securities agency, any documents, reports and information, in the required form, required to be filed by Securities Laws in connection with the Offering, together with any applicable filing fees and other materials;

(m) at the Closing Time, approval for listing of the Purchased Securities by the TSX will have been obtained subject to the fulfilment of any post-Closing filings referred to in the conditional acceptance letter from the TSX;

(n) the Issuer is a “reporting issuer” in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut and the Issuer is not in default of any of the material requirements of the applicable securities laws;

(o) the common shares of the Issuer are listed and posted for trading on the TSX;

(p) the Issuer is not a party to any unanimous shareholder, voting trust or similar agreement in each case relating to any of the issued and outstanding securities or equity interests of the Issuer;

(q) the Issuer has not entered into a shareholders rights plan agreement or put in place a shareholders rights plan;

(r) the Issuer is the owner of all of its property and assets used by it in connection with its business, unless leased or licensed, in each case with good and marketable title thereto, free and clear of any encumbrances and of any rights or privileges capable of becoming encumbrances, except as disclosed publicly by the Issuer any and all agreements pursuant to which the Issuer or its subsidiary holds or will hold any such interest in property, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated;

(s) except as disclosed in the Issuer’s publicly filed documents, the Issuer and its subsidiary are not a party to any actions, suits or proceedings which could materially adversely affect its or its subsidiary’s business or financial condition, and, except as disclosed in such publicly filed documents, to the best of the Issuer’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof.

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8. Survival

This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Issuer and the Purchaser, notwithstanding the completion of the purchase of the Purchased Securities by the Purchaser pursuant heretoor the subsequent disposition or exchange of the Purchased Securities by the Purchaser.

9. Personal Information Authorization

By executing this Subscription Agreement, the Purchaser hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Purchaser or collected by the Issuer or its agents as reasonably necessary in connection with the Purchaser’s subscription for the Purchased Securities (collectively, “personal information”) as follows: (a) the Issuer may use personal information and disclose personal information to intermediaries such as the Issuer’s legal counsel and withholding and/or transfer agents for the purposes of determining the Purchaser’s eligibility to invest in the Purchased Securities and for managing and administering the Purchaser’s investment in the Purchased Securities; (b) if the Purchaser purchased securities through a registered dealer, the Issuer may disclose and collect such personal information relating to the Purchaser’s holding of the Purchased Securities to and from the dealer; (c) the Issuer and its agents may use the Purchaser’s tax identification number for income reporting purposes in accordance with applicable law; (d) the Issuer, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (e) the Issuer and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of the Issuer or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction.  Purchasers, assignees and successors of the Issuer or its business or assets may collect, use and disclose personal information as described in this Subscription Agreement.  The Purchaser acknowledges that the Issuer’s agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures the Issuer may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to the Issuer or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries.

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The Purchaser acknowledges (i) the delivery to the British Columbia Securities Commission of the Purchaser’s full name, residential address and telephone number, the number and type of securities purchased by the Purchaser, the total purchase price paid for the Purchased Securities, the prospectus exemption relied on under Securities Laws to complete such purchase, and the date of distribution, (ii) that such information is being collected indirectly by the British Columbia Securities Commission under the authority granted to it in securities legislation, (iii) that such information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia, and (iv) that the British Columbia Securities Commission, by mail to Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, or by telephone at (604) 899-6500 or 1-800-373-6393 can be contacted to answer questions about the British Columbia Securities Commission’s indirect collection of such information. The Purchaser hereby authorizes the indirect collection of such information by the British Columbia Securities Commission.

10. Governing Law

This Subscription Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  The Purchaser hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Subscription Agreement.

11. Costs

All costs and expenses incurred by the Purchaser, including, without limitation, legal fees and disbursements relating to the purchase by the Purchaser of the Purchased Securities, shall be borne by the Purchaser.

12. Assignment

This Subscription Agreement shall enure to the benefit of and be binding on the Issuer, the Purchaser and their respective heirs, administrators, executors, successors and permitted assigns.  This Subscription Agreement may not be assigned by the Issuer and may only be transferred or assigned by the Purchaser: (i) subject to compliance with applicable Securities Law, and (ii) with the prior written consent of the Issuer.

13. Entire Agreement

This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  There are no conditions, representations, warranties, covenants or other agreements, express or implied, collateral, statutory or otherwise, between the parties hereto relating to the subject matter hereof, except as specifically set out, referred to or incorporated by reference herein.

14. Amendments and Waivers

No amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.  No waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in writing and signed by the waiving party.

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15. Language

The parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements directly or indirectly relating hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente ainsi que tous les documents et contrats s’y rattachant directmente ou indirectmente soient rédigés en anglais.

16. Time of Essence

Time shall be of the essence of this Subscription Agreement in all respects.

17. Facsimile Deliveries and Counterparts

The Issuer shall be entitled to rely on delivery by facsimile or electronic copy via PDF of a copy of this Subscription Agreement executed by the Purchaser, and acceptance by the Issuer of such executed Subscription Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms hereof.  In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

18. Extended Meanings and Headings

In this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations. The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

19. Currency

All references to currency herein are to lawful money of the United States, unless otherwise stated herein.

20. Further Assurances

Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement.

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Schedule A

Declaration for Removal of Legend

TO: Response Biomedical Corp.

AND TO: The registrar and transfer agent for the securities of Response Biomedical Corp.

The undersigned (A) acknowledges that the sale of the securities of Response Biomedical Corp. (the “Company”) [represented by certificate number/described in the direct registration system advice with holder account number]  ___________________, to which this declaration relates was made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED at __________      this ___ day of __________, 20__.

By:

Name:

Title:

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AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE)

We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm
By:		Date:
	Authorized officer

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EX-99.R

Exhibit R

SUBSCRIPTION AGREEMENT

TO:           RESPONSE BIOMEDICAL CORP.

The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Response Biomedical Corp. (the “Issuer”) the number of common shares (the “Purchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below for a subscription price of US$0.56 per Purchased Security (the “Purchase Price”). This subscription plus the attached terms and conditions (the “Terms and Conditions”) and Schedule A attached hereto are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement.

Number of Purchased Securities: 555,900 Aggregate Subscription Amount:US$311,304.00

Name and Address of Purchaser:		Registration Instructions (if different):
ORBIMED PRIVATE INVESTMENTS III, LP
By:OrbiMed Capital GP III LLC,         its General Partner By:OrbiMed Advisors LLC,         its Managing Member		Name
Name of Purchaser (please print)
By:
	Authorized Signature	Account Reference, if applicable
Member
Official Capacity or Title (please print)
(Please print name of signatory if different from the name of the Purchaser printed above.)		Address, including province
Purchaser’s Address, including province:		Delivery Instructions (if different):
601 Lexington Avenue, 54th Floor, New York, NY, 10022		Name
		Account Reference, if applicable
telephone Number:
Fax Number:
E-mail Address:
		Address, including province
		Telephone Number

INSTRUCTIONS FOR PURCHASERS

The Purchaser must:

(1)   Read this Subscription Agreement;

(2)   Complete and execute the face page of this Subscription Agreement;

(3)   Make payment for the Purchased Securities as required by section 2 of the Terms and Conditions; and

(4)   Deliver the signed documents as required by section 3 of the Terms and Conditions.

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ACCEPTANCE:  The Issuer hereby accepts the above subscription subject to the Terms and Conditions of this Subscription Agreement.

RESPONSE BIOMEDICAL CORP.

Per:	Date:
Name: Position:

SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS

1. Acceptance

1.1 The Issuer may accept or reject this Subscription Agreement in whole or in part at any time prior to the Closing Time (as defined herein). The Purchaser is aware that the offer made by this subscription is irrevocable (subject to satisfaction of the conditions precedent set out in section 3.3 below) and is subject to the approval for listing of the Purchased Securities by the Toronto Stock Exchange (“TSX”) and certain other conditions precedent set out below and will not become an agreement between the Purchaser and the Issuer until accepted by the Issuer signing in the space above.

1.2 If this Subscription Agreement is rejected in whole, the Purchaser understands that any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities will be promptly returned to the Purchaser without interest and this Subscription Agreement shall thereafter be of no force or effect.  If this Subscription Agreement is accepted only in part, the Purchaser understands that a cheque representing the portion of the purchase price for that portion of its subscription for Purchased Securities that is not accepted will be promptly delivered to the Purchaser without interest and this Subscription Agreement will continue in full force and effect to the extent the subscription was accepted.

2. Payment

The Purchaser shall deliver the aggregate amount payable in respect of the Purchased Securities subscribed for hereby tothe Issuer at least one Business Day (as defined herein) prior to the Closing Date (as defined herein), by wire transfer of immediately available funds to the account designated by the Issuer as set out below, or payable in such other manner as may be specified by the Issuer.

Paying Bank:	The Toronto-Dominion Bank
	Toronto, ON  Canada
SWIFT Code:	TDOMCATTTOR
Beneficiary Bank:	The Toronto-Dominion Bank
	4 Bentall Centre
	1055 Dunsmir Street
	Vancouver, BC  Canada
	V7X 1P3
Transit # (USD):	95120
Payment Details:	For further credit to Response Biomedical Corp.
Account # (USD):	7306363

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3. Additional Deliveries and Conditions for Acceptance

The offer, sale and issuance of the Purchased Securities is subject to the following conditions, each of which may be waived, in whole or in part, by the Issuer in its sole discretion:

3.1 The Purchaser shall complete, sign and return to the Issuer, two Business Days before the Closing Date:

(a) one completed and executed copy of this Subscription Agreement;

(b) one completed and executed copy of Schedule A to this Subscription Agreement;

(c) any other document required by applicable Securities Laws (as defined herein) which the Issuer requests.

The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer.  The Purchaser acknowledges and agrees that this offer, the Purchase Price and any other documents delivered in connection herewith will be held by the Issuer until such time as the conditions set out in this Subscription Agreement are satisfied.

For the purposes hereof, “Business Day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

3.2 Any obligation of the Issuer to sell the Purchased Securities to the Purchaser is subject to (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Purchaser’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance;and(d) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement, and applicable Securities Laws with respect to the Purchased Securities.

3.3 Any obligation of the Purchaser to purchase the Purchased Securities is subject to (a) performance by the Issuer of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance of this Subscription Agreement by the Issuer and at the Closing Date, of the Issuer’s representations and warranties in this Subscription Agreement; (c) the Issuer having obtained all required regulatory approvals to permit the completion of the offer, sale and issuance of the Purchased Securities to the Purchaser; (d) in consideration of the payment of the applicable purchase price by the Purchaser, remittance to the Purchaser of certificates representing the Purchased Securities registered in accordance with the instructions of the Purchaser; and (e) delivery by the Issuer’s legal counsel of a legal opinion addressed to the Purchaser dated the Closing Date, in form and substance satisfactory to the Purchaser’s legal counsel, acting reasonably, which opinion shall address such matters as is customary for transactions of this nature.

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3.4 The Purchaser understands that the information provided herein will be relied upon by the Issuer for purposes of determining the eligibility of the Purchaser to purchase the Purchased Securities.  The Purchaser agrees to provide upon request any additional information that the Issuer determines necessary or appropriate in determining the Purchaser’s eligibility, acting reasonably.

3.5 For the purposes hereof, “Securities Laws” means the securities laws, regulations and rules, and the blanket rulings, policies, guidelines and written interpretations of and multilateral or national instruments adopted by the securities regulators of the Province of British Columbia and the rules and policies of the TSX.

4. Closing

4.1 Closing of this subscription for the Purchased Securities (the “Closing”) will be completed at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia, at 10:00 am(Vancouver time),or such other place or time as the Issuer may determine (the “Closing Time”) on June 1, 2016, or such later date as the Issuer and Purchaser may agree upon (the “Closing Date”).

4.2 A single certificate endorsed by the Issuer representing the Purchased Securities subscribed for hereunder will be delivered to the address specified for delivery by the Purchaser, at the Closing Time upon satisfaction of the Conditions for Acceptance described in Section 3.

4.3 If the Closing does not occur, the Issuer shall return this Subscription Agreement and any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Purchased Securities, without interest, to the Purchaser.

5. Representations, Warranties and Covenants of the Purchaser

By executing this Subscription Agreement, the Purchaser represents, warrants and covenants to the Issuer as at the date of acceptance of this Subscription Agreement by the Issuer and unless given at a particular date, at the Closing Date and  acknowledges that the Issuer is relying thereon that:

(a) the Purchaser understands that the Purchased Securities subscribed for by the Purchaser hereunder form part of a larger offering (the “Offering”) of common shares by the Issuer upon and subject to the terms and conditions set forth herein, which Offering may, at the Issuer’s discretion, be consummated in one or more separate closings on separate dates;

(b) the Purchaser acknowledges that

(i) the Purchaser is not a resident of the Province of British Columbia;

(ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities;

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(iii) there is no government or other insurance covering the Purchased Securities;

(iv) there are risks associated with the purchase of the Purchased Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investments;

(v) there are restrictions on the Purchaser’s ability to resell the Purchased Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities;

(vi) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus under the Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Purchaser;

(c) if required by applicable Securities Laws or stock exchange rules, the Purchaser will execute, deliver and file or assist the Issuer in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Purchased Securities by the Purchaser as may be required by any applicable Securities Laws, securities commission, stock exchange or other regulatory authority;

(d) the Purchaser’s ability to directly or indirectly, sell, exchange, transfer, assign, encumber or otherwise dispose of the Purchased Securities is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Purchased Securities, are subject to resale restrictions under National Instrument 45-102 – Resale of Securities (“NI 45-102”) and may not be sold or otherwise disposed of in Canada for a period of four months and one day from the Closing Date, unless a statutory exemption is available or a discretionary order is obtained from the British Columbia Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if such sale or other disposition would be a “control distribution”, as that term is defined in NI 45-102;

(e) the Purchaser is aware that the certificates evidencing the Purchased Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods) will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, legends setting out resale restrictions under applicable Securities Laws in substantially the following form, and also the legend described in Schedule A of this Subscription Agreement:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

(f) the Purchaser has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto;

(g) the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions;

(h) the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

(i) this Subscription Agreement has been duly and validly authorized, executed and delivered by, and upon acceptance by the Issuer constitutes a legal, valid, binding and enforceable obligation of, the Purchaser;

(j) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Purchased Securities pursuant to the Offering;

(k) the Purchaser has relied only upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Issuer has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Subscription Agreement.  Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Purchased Securities, or refund any of the Purchase Price of the Purchased Securities, or that the Purchased Securities will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Purchased Securities;

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(l) the Purchaser agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder;

(m) the Purchaser is entitled under applicable Securities Laws to purchase such Purchased Securities without the benefit of a prospectus qualified under such Securities Laws;

(n) the Purchaser is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Purchaser’s Address” and such address was not created and is not used solely for the purpose of acquiring Purchased Securities;

(o) the Purchaser (or any beneficial purchaser) is aware that the Purchased Securities have not been registered under the U.S. Securities Act or the securities laws of any state and the Purchased Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration;

(p) the Purchaser agrees to the additional terms included in Schedule A hereto;

(q) the Purchaser (and, if applicable, such beneficial purchaser) is an “accredited investor” who satisfies one or more of the criteria of Rule 501(a) of Regulation D  under the U.S. Securities Act purchasing the Purchased Securities directly from the Issuer and the Purchaser has completed Schedule A hereto and identified in Schedule A the appropriate category of accredited investor that correctly and in all respects describes the Purchaser (and, if applicable, such beneficial purchaser);

(r) the Purchaser is purchasing the Purchased Securities with the benefit of the prospectus exemption provided by BC Instrument 72-503 – Distribution of Securities Outside British Columbia; and is either purchasing the Purchased Securities as principal for its own account, or is deemed to be purchasing the Purchased Securities as principal for its own account in accordance with applicable Securities Laws;

(s) the Purchaser either (A) is not an “insider” of the Issuer or a “registrant” (each as defined under applicable Securities Laws) or (B) has identified itself to the Issuer as either an “insider” or a “registrant” (each as defined under applicable Securities Laws);

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(t) the Purchaser is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the jurisdiction of its residence which apply to the subscription;

(u) the Purchaser acknowledges that the Issuer shall have no obligation to register any purported sale, transfer or disposition which violates applicable Canadian or United States securities laws;

(v) if it decides to offer, sell or otherwise transfer, pledge or hypothecate all or any part of the Purchased Securities, it will not offer, sell or otherwise transfer any of such Purchased Securities directly or indirectly, except:

(i) to the Issuer;

(ii) outside the United States (other than in Canada) in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii) other than sales made to purchasers in Canada, in accordance with the exemptions from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available or (B) Rule 144A, thereunder, if available, and, in both cases, in accordance with applicable state securities laws of the United States;

(iv) the Purchased Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; or in Canada in accordance with the Securities Laws, including the applicable hold period; and

prior to such sale pursuant to subsection (iii)(A) or (iv) it has furnished to the Issuer an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer;

(w) the funds representing the aggregate Purchase Price for the Purchased Securities which will be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser’s name and other information relating to this Subscription Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to such Act.  To the best of its knowledge:  (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and (b) the Purchaser shall promptly notify the Issuer if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith; and

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(x) the Purchaser is aware that (i) the Issuer may complete additional financings in the future in order to develop the Issuer’s business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Issuer’s securityholders, including the Purchaser, and (iv) if such future financings are not available, the Issuer may be unable to fund its on-going development and the lack of capital resources may result in the failure of the Issuer’s business.

6. Reliance Upon Representations, Warranties and Covenants by Issuer

The Purchaser acknowledges that the representations, warranties and covenants made by the Purchaser in this Subscription Agreement (including without limitation those made in Schedule A to this Subscription Agreement) are made with the intent that they may be relied upon by the Issuer and its counsel to, among other things, determine the Purchaser’s eligibility to purchase the Purchased Securities, including without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws in connection with the issuance of the Purchased Securities to the Purchaser. The Purchaser further covenants that by accepting the Purchased Securities, the Purchaser shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Date and that the covenants of the Purchaser made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed.  The Purchaser undertakes to immediately notify the Issuer of any material change in any statement or other information relating to the Purchaser set forth herein or in Schedule A to this Subscription Agreement that takes place prior to the Closing Date.

7. Representations, Warranties and Covenants of the Issuer

By executing this Subscription Agreement, the Issuer represents, warrants and covenants to the Purchaser that, as at the date of acceptance by the Issuer of this Subscription Agreement and unless given at a particular date, at the Closing Date and  acknowledges that the Purchaser is relying thereon that:

(a) the Issuer and its subsidiary are each corporations incorporated, validly subsisting and in good standing under the laws of the jurisdictions in which they are incorporated and have all the requisite corporate power, authority and capacity to carry on their business as now conducted and to own or lease their properties and assets;

(b) the Issuer has all necessary corporate power, authority and capacity to enter into and carry out its obligations under this Subscription Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Subscription Agreement and has taken all necessary corporate action in respect thereof;

(c) the execution, delivery and performance by the Issuer of this Subscription Agreement and such other agreements and instruments and the consummation of the transactions contemplated by this Subscription Agreement and such other agreements and instruments have been duly and validly authorized by the Issuer;

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(d) the authorized share capital of the Issuer consists of an unlimited number of common shares, of which 9,925,256 were issued and outstanding as at May 17, 2016, and all issued common shares have been validly issued and are outstanding as fully paid and non-assessable;

(e) as of May 17, 2016, there were no outstanding securities, notes or instruments convertible into or exercisable for common shares other equity interests of the Issuer, other than 1,393,211 incentive stock options of the Issuer, 231,016 restricted share units of the Issuer, 86,918 deferred share units of the Issuer and 86,848,002 common share purchase warrants exercisable to purchase up to 5,049,445 common shares of the Issuer, provided however, that 86,103,744 of such warrants, exercisable to purchase 4,305,187 common shares, cannot be exercised pursuant to their terms so long as the exercise price is above the current market price of the common shares;

(f) all securities of the Issuer have been issued in all material respects in accordance with the provisions of all applicable securities laws and applicable corporate laws;

(g) the Issuer has complied with and will fully comply with the requirements of applicable securities laws and applicable corporate legislation in respect of the Offering;

(h) the Purchased Securities have been duly authorized for issuance and upon issuance pursuant to the provisions hereof will be validly issued and fully paid as non-assessable common shares in the capital of the Issuer;

(i) this Subscription Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms subject, however, to the customary limitations with respect to bankruptcy, insolvency or other laws affecting creditors’ rights generally and to the availability of equitable remedies;

(j) the execution and delivery of this Subscription Agreement and the compliance by the Issuer with the terms hereof, including the issue, sale and delivery of the Purchased Securities, will not result in any breach, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of the Issuer’s constating documents or by-laws, resolutions of the directors of the Issuer or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Issuer is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Issuer;

(k) except for approval for listing of the Purchased Securities by the TSX, no approval, authorization, consent or order of, and no filing, registration or recording with, any governmental authority or any third party is required of the Issuer in connection with the execution and delivery or with the performance by the Issuer of this Subscription Agreement;

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(l) the Issuer will within the required time, file with the TSX or any other applicable securities agency, any documents, reports and information, in the required form, required to be filed by Securities Laws in connection with the Offering, together with any applicable filing fees and other materials;

(m) at the Closing Time, approval for listing of the Purchased Securities by the TSX will have been obtained subject to the fulfilment of any post-Closing filings referred to in the conditional acceptance letter from the TSX;

(n) the Issuer is a “reporting issuer” in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut and the Issuer is not in default of any of the material requirements of the applicable securities laws;

(o) the common shares of the Issuer are listed and posted for trading on the TSX;

(p) the Issuer is not a party to any unanimous shareholder, voting trust or similar agreement in each case relating to any of the issued and outstanding securities or equity interests of the Issuer;

(q) the Issuer has not entered into a shareholders rights plan agreement or put in place a shareholders rights plan;

(r) the Issuer is the owner of all of its property and assets used by it in connection with its business, unless leased or licensed, in each case with good and marketable title thereto, free and clear of any encumbrances and of any rights or privileges capable of becoming encumbrances, except as disclosed publicly by the Issuer any and all agreements pursuant to which the Issuer or its subsidiary holds or will hold any such interest in property, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated;

(s) except as disclosed in the Issuer’s publicly filed documents, the Issuer and its subsidiary are not a party to any actions, suits or proceedings which could materially adversely affect its or its subsidiary’s business or financial condition, and, except as disclosed in such publicly filed documents, to the best of the Issuer’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof.

8. Survival

This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Issuer and the Purchaser, notwithstanding the completion of the purchase of the Purchased Securities by the Purchaser pursuant heretoor the subsequent disposition or exchange of the Purchased Securities by the Purchaser.

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9. Personal Information Authorization

By executing this Subscription Agreement, the Purchaser hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Purchaser or collected by the Issuer or its agents as reasonably necessary in connection with the Purchaser’s subscription for the Purchased Securities (collectively, “personal information”) as follows: (a) the Issuer may use personal information and disclose personal information to intermediaries such as the Issuer’s legal counsel and withholding and/or transfer agents for the purposes of determining the Purchaser’s eligibility to invest in the Purchased Securities and for managing and administering the Purchaser’s investment in the Purchased Securities; (b) if the Purchaser purchased securities through a registered dealer, the Issuer may disclose and collect such personal information relating to the Purchaser’s holding of the Purchased Securities to and from the dealer; (c) the Issuer and its agents may use the Purchaser’s tax identification number for income reporting purposes in accordance with applicable law; (d) the Issuer, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (e) the Issuer and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of the Issuer or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction.  Purchasers, assignees and successors of the Issuer or its business or assets may collect, use and disclose personal information as described in this Subscription Agreement.  The Purchaser acknowledges that the Issuer’s agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures the Issuer may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to the Issuer or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries.

The Purchaser acknowledges (i) the delivery to the British Columbia Securities Commission of the Purchaser’s full name, residential address and telephone number, the number and type of securities purchased by the Purchaser, the total purchase price paid for the Purchased Securities, the prospectus exemption relied on under Securities Laws to complete such purchase, and the date of distribution, (ii) that such information is being collected indirectly by the British Columbia Securities Commission under the authority granted to it in securities legislation, (iii) that such information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia, and (iv) that the British Columbia Securities Commission, by mail to Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, or by telephone at (604) 899-6500 or 1-800-373-6393 can be contacted to answer questions about the British Columbia Securities Commission’s indirect collection of such information. The Purchaser hereby authorizes the indirect collection of such information by the British Columbia Securities Commission.

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10. Governing Law

This Subscription Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  The Purchaser hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Subscription Agreement.

11. Costs

All costs and expenses incurred by the Purchaser, including, without limitation, legal fees and disbursements relating to the purchase by the Purchaser of the Purchased Securities, shall be borne by the Purchaser.

12. Assignment

This Subscription Agreement shall enure to the benefit of and be binding on the Issuer, the Purchaser and their respective heirs, administrators, executors, successors and permitted assigns.  This Subscription Agreement may not be assigned by the Issuer and may only be transferred or assigned by the Purchaser: (i) subject to compliance with applicable Securities Law, and (ii) with the prior written consent of the Issuer.

13. Entire Agreement

This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  There are no conditions, representations, warranties, covenants or other agreements, express or implied, collateral, statutory or otherwise, between the parties hereto relating to the subject matter hereof, except as specifically set out, referred to or incorporated by reference herein.

14. Amendments and Waivers

No amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.  No waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in writing and signed by the waiving party.

15. Language

The parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements directly or indirectly relating hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente ainsi que tous les documents et contrats s’y rattachant directmente ou indirectmente soient rédigés en anglais.

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16. Time of Essence

Time shall be of the essence of this Subscription Agreement in all respects.

17. Facsimile Deliveries and Counterparts

The Issuer shall be entitled to rely on delivery by facsimile or electronic copy via PDF of a copy of this Subscription Agreement executed by the Purchaser, and acceptance by the Issuer of such executed Subscription Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms hereof.  In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

18. Extended Meanings and Headings

In this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations. The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

19. Currency

All references to currency herein are to lawful money of the United States, unless otherwise stated herein.

20. Further Assurances

Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement.

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Schedule A

United States Subscribers Representation Letter

This Representation Letter is being delivered in connection with the execution and delivery of the Subscription Agreement of the undersigned subscriber (the “Subscriber”) in connection with the purchase of Common Shares (the “Common Shares”) of Response Biomedical Corp. (the “Corporation”).  Capitalized terms used herein and not defined herein will have the meanings ascribed thereto in the Subscription Agreement.  The Subscriber represents, warrants and covenants (which representations, warranties and covenants will survive the Closing Date) on its own behalf and, if applicable, on behalf of any beneficial purchaser for whom the Subscriber is contracting hereunder to and with the Corporation and acknowledges that the Corporation and their respective counsel are relying thereon that:

(a) The Subscriber is (i) purchasing the Common Shares as principal for its own account and not for the benefit of any other person and it is an “accredited investor” who satisfies one or more of the criteria of Rule 501(a) of Regulation D) (a “U.S. Accredited Investor”); or (ii) subscribing for the Common Shares as agent for a beneficial purchaser disclosed on the execution page of this Subscription Agreement, in a transaction in which the Subscriber is exercising sole investment discretion with respect to the purchase of the Common Shares and the Subscriber and each disclosed purchaser for whom it is acting is a U.S. Accredited Investor and is purchasing as principal for its own account and not for the benefit of any other person; and the Subscriber has initialled the category of U.S. Accredited Investor applicable to the Subscriber and any beneficial purchaser below.

(b) The Subscriber (and, if the Subscriber is acting on behalf of a beneficial purchaser, such beneficial purchaser) is a U.S. Accredited Investor as a result of satisfying the requirements of the paragraphs below that the Subscriber has indicated (the line identified as “BP” is to be initialled by the undersigned if the beneficial purchaser, if any, satisfies the requirements of the corresponding paragraph).

____  ____	(BP)	(i) any bank as defined in Section 3(a)(2) of the U.S. Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity;
____ ____	(BP)	(ii) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
____ ____	(BP)	(iii) any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;
____ ____	(BP)	(iv) any investment company registered under the Investment Company Act of 1940, or a business development company as defined in Section 2(a)(48) of that Act;

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____ ____	(BP)	(v) any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
____ ____	(BP)	(vi) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;
____ ____	(BP)	(vii) any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors;
____ ____	(BP)	(viii) any private business development company as defined in Section 202(a)(22) of the Investments Advisers Act of 1940;
____ ____	(BP)	(ix) any organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, limited liability company or partnership not formed for the specific purpose of acquiring theCommon Shares offered, with total assets in excess of US$5,000,000;
____ ____	(BP)	(x) any director or executive officer of the Corporation;
____ ____	(BP)	(xi) any natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds US$1,000,000;
		(Note: The value of an individual’s primary residence may not be included in this net worth calculation, and any indebtedness in excess of the value of an individual’s primary residence should be considered a liability and should be deducted from an individual’s net worth.)
____ ____	(BP)	(xii) any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
____ ____	(BP)	(xiii) any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Common Shares offered, whose purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment or

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____ ____	(BP)	(xiv) any entity in which all of the equity owners meet the requirements of at least one of the above categories.
		If the Subscriber is an individual who has marked (b)(xi) or (b)(xii) above, the Corporation may request additional information to confirm the Subscriber’s net worth or income, as applicable.

(c) The Subscriber has not purchased the Common Shares as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(d) The Subscriber has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Common Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment in the Common Shares.

(e) The Subscriber understands and acknowledges that none of the Common Shares have been registered under the U.S. Securities Act or the securities laws of any state, and that the Common Shares are being offered and sold to a limited number of U.S. Accredited Investors in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws; accordingly, the Common Shares are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

(f) The Subscriber, and each beneficial purchaser, if any, is acquiring the Common Shares for its own account as principal and not with a view to any resale, distribution or other disposition of Common Shares in violation of United States federal or state securities laws, provided, however, that by making these representations, the Subscriber does not agree to hold the Common Shares for any specific term and reserves the right to dispose of the Common Shares in accordance with applicable securities laws.

(g) The Subscriber understands that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Common Shares they may be offered, sold, pledged or otherwise transferred only (i) to the Corporation, (ii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the Common Shares, (iii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, or (iv) in compliance with an exemption from registration under the U.S. Securities Act including Rule 144 thereunder, if available, and, in each case, in compliance with any applicable state securities laws.  The Subscriber further understands and agrees that in the event of a transfer of the Common Shares pursuant to the foregoing clause (iii) or (iv), the Corporation will require a legal opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Corporation that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

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(h) The Subscriber understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates evidencing the Purchased Securities will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, the following legends:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS (I) SOLD OR TRANSFERRED TO THE CORPORATION, (II) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, (III) SUCH SALE OR TRANSFER IS EFFECTED OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE LOCAL LAWS AND REGULATIONS OR (IV) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH SALE OR TRANSFER. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO CLAUSES (III) OR (IV), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation and to the Corporation, in substantially the form set forth as Annex A hereto (or in such other form as the Corporation, acting reasonably, may prescribe from time to time) and, if requested by the Corporation or the registrar and transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the registrar and transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided further, that if any of theCommon Shares are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws or are eligible to be sold by the holder thereof pursuant to Rule 144 under the U.S. Securities Act without restriction thereunder, the legend may be removed by delivery to the Corporation’s registrar and transfer agent of an opinion satisfactory to the Corporation and its registrar and transfer agent, as applicable, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws.

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(i) The Subscriber consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer with respect to the Common Shares set forth and described herein.

(j) The Subscriber understands that, except as otherwise set forth in this Subscription Agreement, (i) the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Common Shares in the United States, (ii)  there are substantial restrictions on the transferability of the Common Shares, and (iii) it may not be possible for the Subscriber to readily liquidate his, her or its investment in case of an emergency at any time.

(k) The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Common Shares.  The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of its acquisition, holdingor disposition of the Common Shares, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to it with respect to its investment, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

(l) The Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Canada; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Corporation and such persons may be located outside the United States.

(m) The office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Common Shares is the address listed as the “Purchaser’s Address” on the face page of the Subscription Agreement.

(n) That the funds representing the Aggregate Subscription Amount which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to the subscription agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act.  No portion of the Aggregate Subscription Amount to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith.

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(o) The provisions of this Representation Letter will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date.

The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber or, if applicable, the beneficial purchaser set forth herein, which takes place prior to the Closing Date.

DATED at __________________________   this ___ day of June, 2016.

ORBIMED PRIVATE INVESTMENTS III, LP By: OrbiMed Capital GP III LLC,         its General Partner By: OrbiMed Advisors LLC,         its Managing Member
By:
	Name:
	Title: Member

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ANNEX A TO SCHEDULE A

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Response Biomedical Corp.

AND TO: The registrar and transfer agent for the securities of Response Biomedical Corp.

The undersigned (A) acknowledges that the sale of the securities of Response Biomedical Corp. (the “Company”) [represented by certificate number/described in the direct registration system advice with holder account number]  ___________________, to which this declaration relates was made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED at __________                                            this ___ day of __________, 20__.

By:

Name:

Title:

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AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE)

We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm
By:		Date:
	Authorized officer

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EX-99.S

Exhibit S

Form of Voting and Support Agreement

__________________, 2016

PRIVATE AND CONFIDENTIAL

VIA EMAIL

Re:           Voting and Support Agreement

____________________________

____________________________

____________________________

Dear _________________________:

As you know, OrbiMed Advisors LLC and Shanghai Runda Medical Technology Co., Ltd., through 1077801 B.C. Ltd. (the “Purchaser”) have been in discussions with the board of directors of Response Biomedical Corp. (“Response”) regarding a proposed transaction (the “Proposed Transaction”) to acquire all of the issued and outstanding shares in the capital of Response. It is contemplated that the Proposed Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia), the details of which are set forth in a definitive arrangement agreement (the “Arrangement Agreement”), a draft of which has been provided to you and which is to be entered into by the Purchaser and Response upon the execution and delivery by you of this agreement. The execution and delivery of this agreement by you is a condition to the entering into of the Arrangement Agreement.

You hereby confirm to us that you are a director and/or officer of Response and the registered holder and/or beneficial owner of the equity securities of Response listed on Schedule “A” hereto  (collectively, the “Subject Securities”) and you agree to enter into this agreement (the “Agreement”) to support the Proposed Transaction.For greater certainty, the term “Subject Securities” will include:

(i) all common shares in the capital of Response (“Response Shares”) now or hereafter beneficially owned, or in respect of which the voting is or may become, directly or indirectly, controlled or directed, by you as of or after the date hereof, including any securities of Response issued upon the conversion, exchange or exercise of any securities of Response convertible into or exchangeable or exercisable for securities of Response held by you or which may otherwise be acquired by you after the date hereof; and

(ii) all Response Shares and other securities for which the Subject Securities may be exchanged or into which the Subject Securities may be converted or otherwise changed pursuant to any stock split, stock consolidation, merger, reorganization, recapitalization, amalgamation, plan of arrangement or other business combination.

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You agree that any Response Shares or other securities of Response purchased or acquired by you after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.

This letter confirms certain agreements made between you and the Purchaser (each, a “Party” and, collectively, the “Parties”).

1. Agreement to Vote Subject Securities

(a) You hereby covenant, undertake and agree that you will:

(i) vote (or cause the registered holder, if you are the beneficial owner but not the registered holder of the Subject Securities, to vote) all of the Subject Securities (to the extent that such Subject Securities are entitled to a vote in respect of such matters):

(A) in favour of the approval, consent, ratification and adoption of any resolution (the “Response Resolution”) approving the Proposed Transaction (and the Arrangement Agreement and any actions required in furtherance thereof) at every meeting of the securityholders of Response at which such matters are considered and at every adjournment or postponement thereof, (each, a “Meeting”), and not withdraw any proxy, withdraw any voting instruction form or otherwise change your vote in respect thereof; and

(B) against any resolution or to oppose any action proposed by Response or any other person that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the Proposed Transaction or that could reasonably be expected to impede, delay or interfere with the completion of the Proposed Transaction and against the approval of any Acquisition Proposal (as defined in the Arrangement Agreement) not made by the Purchaser or any person designated by it.

(ii) at any meeting of shareholders of Response or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of Response is sought (including by written consent in lieu of a meeting), cause your Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) your Subject Shares against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Proposed Transaction and each of the transactions contemplated by the Arrangement Agreement;

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(iii) not option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, except with the prior written consent of the Purchaser;

(iv) not, and not permit any person under your control to: (a) solicit proxies, or become a participant, organize or act as part of a group in a solicitation in opposition to, or in competition with, the Proposed Transaction or the Arrangement Agreement; (b) assist any person, entity or group in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser in connection with the Proposed Transaction or the Arrangement Agreement; or (c) act jointly or in concert with others with respect to voting securities of Response for the purpose of opposing or competing with the Purchaser in connection with the Proposed Transaction or the Arrangement Agreement;

(v) not vote or grant to any person other than the Purchaser, or any person designated by the Purchaser, a proxy or power of attorney to vote, or deliver any voting instruction form, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote the Subject Securities, other than pursuant to this Agreement; and

(vi) deliver, or cause to be delivered, to Response’s transfer agent, or as otherwise directed by the Purchaser, after receipt of the proxy circular and other proxy materials for, and not less than ten (10) Business Days (as defined in the Arrangement Agreement) before the date of, any Meeting, a duly executed proxy (or voting instruction form or other similar voting document, as applicable) directing that the Subject Securities be voted at such Meeting in favour of the Response Resolution (and the Arrangement Agreement and any actions required in furtherance thereof), and provide copies of all such documents to the Purchaser at the address below concurrently with their delivery as provided for above as well as provide notice to the Purchaser when the Subject Securities have so been voted.

(b) You hereby revoke any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and you agree not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement.

(c) You hereby waive, and agree in favour of the Purchaser not to exercise, any rights of appraisal or rights of dissent that you may have arising in relation to the Proposed Transaction.

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2. Compliance with Arrangement Agreement

The Purchaser agrees to comply with its obligations under the Arrangement Agreement. The Purchaser hereby agrees and confirms to the Shareholder that it shall take all steps required of it to consummate the Arrangement and cause the Consideration to be made available to pay for the Subject Shares, in each case in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

3. Representations and Warranties of the Shareholder

You hereby represent and warrant to the Purchaser that: (a) as of the date hereof, you are, and as of the Effective Time (as defined in the Arrangement Agreement) and at all times between such date and such time, you will be, the beneficial owner of the Subject Securities free and clear of all Liens (as defined in the Arrangement Agreement) or that you exercise control or direction over the Subject Securities, and do not own (as registered holder or beneficial owner), or exercise control or direction over, any other securities of Response; (b) as of the date hereof, you have and as of the Effective Time, and at all times between such date and such time, you will have, the sole right to vote the Subject Securities; (c) other than this Agreement, none of the Subject Securities are, as of the date hereof, or will be, as of the Effective Time, or at any time between such date and such time, subject to any adverse claim or voting agreement, proxy, voting trust, vote pooling or other agreement with respect to the right to vote the Subject Securities or call meetings of holders of securities of Response; (d) as of the date hereof, no person has, and as of the Effective Time, and at all times between such date and such time, no person will have, any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer from you of any of the Subject Securities; (e) you have the requisite power and authority to make, enter into and carry out the terms of this Agreement; (f) this Agreement has been duly executed and delivered by you and constitutes your legal, valid and binding obligation enforceable against you in accordance with its terms; (g) there are not, as of the date hereof, and as of the Effective Time, and at all times between such date and such time, there will not be, any legal proceedings in progress before any Governmental Entity (as defined in the Arrangement Agreement) or, to your knowledge, pending or threatened against you, that would adversely affect in any manner your ability to enter into and carry out the terms of this Agreement; and (h) as of the date hereof, you have and as of the Effective Time, and at all times between such date and such time, you will have, filed all reports, if any, required under applicable law in respect of the Subject Securities and have otherwise complied in all material respects with all applicable laws in respect of the Subject Securities.

4. Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to you that: (a) it is a corporation existing, duly organized and in good standing under the laws of the Province of Alberta; (b) it has the requisite power and authority to make, enter into and carry out the terms of this Agreement; (c) this Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) the execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder do not and will not constitute a breach of its constating documents or any agreement to which it is bound, except where any such breach would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder.

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5. Control

If any of the Subject Securities are held through a nominee, corporation, trust or other legal entity, including but not limited to a broker or other financial intermediary, over which you have control as defined in the legislation governing the ownership of the property of such nominee, corporation, trust or other legal entity (either alone or in conjunction with any other person), you will vote or will cause to be voted such Subject Securities and exercise your power and authority to ensure that this Agreement is complied with by such nominee, corporation, trust or other legal entity.

6. Disclosure

Prior to execution and delivery of the Arrangement Agreement, you agree that you will not make any announcement or communication, or otherwise disclose any information about the Potential Transaction (including, without limitation, the existence of the Arrangement Agreement or this Agreement, the terms outlined therein or herein and any discussions relating thereto or hereto) to the public or to any other third party, without the Purchaser’ prior written consent or as required by applicable law.

You agree (i) that reference to the existence, and factual details, of this Agreement (other than any registration particulars set out in Schedule “A”) may be set out in any public disclosure, including, without limitation, press releases, information circulars and court materials, produced by the Purchaser or Response, at the discretion of the Purchaser or Response, as applicable, in connection with the Proposed Transaction, and (ii) to this Agreement (other than any registration particulars set out in Schedule “A”) being filed and/or made available for inspection by the public to the extent required by applicable Canadian securities laws or stock exchange rules.

7. Capacity as Shareholder

The Purchaser agrees and acknowledges that you are bound hereunder solely in your capacity as a shareholder of Response and that the provisions of this Agreement shall not be deemed or interpreted to bind you in your capacity as a director and/or officer of Response.  For greater certainty, nothing herein shall restrict or limit you from taking any action required in connection with your fiduciary duties as a director or officer of Response.

8. Termination.

(a) This Agreement will automatically terminate on the first to occur of:

- 6 -

(i) the Effective Date;

(ii) the date, if any, that the Arrangement Agreement is terminated in accordance with its terms;

(iii) the date, if any, that the Purchaser, without your prior written consent, amends or otherwise varies the terms of the Arrangement Agreement in a manner that is materially adverse to you; and

(iv) the Outside Date.

(b) This Agreement may be terminated:

(i) at any time upon the written agreement of you and the Purchaser; or

(ii) by you, only if (i) the Purchaser breaches or is in default of any of its covenants or obligations under this Agreement in a material way, or (ii) any of the representations or warranties of the Purchaser under this Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect; provided, that you shall have notified the Purchaser in writing of any of the foregoing events and the same has not been cured by the Purchaser within fifteen (15) calendar days of the date such notice was received by the Purchaser.

(c) Upon termination of this Agreement pursuant to either Section 7(a) or Section 7(b), no party will have liability to any other party, except in respect of a breach of any covenant, agreement or obligation hereunder, or a misrepresentation in this Agreement occurring prior to such termination.

9. Change in Nature of Transaction.

(a) In the event that: (i) the Purchaser, with the agreement of Response, determines in its good faith judgment that it is necessary or desirable to proceed with an alternative transaction structure, including, without limitation, a take-over bid or asset purchase, in conjunction with or instead of the Arrangement; and (ii) such alternative transaction provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) for you are the same or better, and the alternative transaction is on terms that are not more adverse than those contained in the Arrangement Agreement (as described in each of the foregoing clauses (i) and (ii), a “Revised Transaction”), you shall support the completion of the Revised Transaction in the same manner and to the same extent that you have agreed to support the Arrangement under this Agreement.

(b) In the event of any proposed Revised Transaction, the references in this Agreement to the Arrangement shall be deemed to be changed to “Revised Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Revised Transaction.

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10. Miscellaneous

(a) Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:

(i)           to the Purchaser, c/o:

OrbiMed Advisors LLC

Unit 4706, Raffles City Shanghai Office Tower

268 Xizang Middle Road, Shanghai 20001, P.R. China

Attention:        Jonathan Wang, Senior Managing Director

Email:  WangJ@OrbiMed.com

Shanghai Runda Medical Technology Co., Ltd.

Room D-I, 15/F

Orient International Science & Technology Mansion

58 Xiangcheng Rd., Pudong District, Shanghai

Post: 200122

Attention:          Liu Hui, Chairman

Email:                 liuhui@rundamedical.com

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, ON M5L 1B9

Attention:         Curtis Cusinato

Facsimile:         (416) 947-0866

 (ii)           to you, at the address set forth in Schedule “A” hereto.

(b) This Agreement will be binding upon and enure to the benefit of you and the Purchaser and our respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement is assignable or transferable by either Party without the prior written consent of the other Party.

(c) Each of the Parties covenants and agrees to do such things, to attend such Meetings and to execute such further documents and assurances as may be deemed necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent.

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(d) Except as otherwise expressly provided in this Agreement, the Parties will each pay for their own costs and expenses incurred in connection with this Agreement and the transactions contemplated by it.

(e) No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).  No waiver will be binding unless executed in writing by the Party to be bound by the waiver.  A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right.  A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

(f) Time is of the essence in this Agreement.

(g) This Agreement constitutes the entire agreement between us with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. No variation or amendment to this Agreement will be effective unless in writing and signed by each Party hereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying upon any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

(h) This Agreement will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(i) This Agreement may be executed in any number of counterparts (including counterparts by facsimile or similar executed electronic copy) and all such counterparts taken together will be deemed to constitute one and the same instrument. The Parties will be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy will be legally effective to create a valid and binding agreement between the Parties.

 [Remainder of page left intentionally blank. Signature page follows.]

- 9 -

Please confirm your agreement with the foregoing by signing a copy of this letter where indicated below and returning the same to the undersigned by facsimile or email.

Yours very truly,

1077801 B.C. LTD.
By:
	Name
	Title

Accepted and agreed to with effect from the

_____ day of ________________, 2016.

Name:

SCHEDULE “A”

SUBJECT SECURITIES

Name of Securityholder	Registration Details Please provide details of registered holder in the event that shareholder does not have shares registered in own name (name of broker, intermediary, nominee name, registration particulars, etc.)	Number of Common Shares Held	Number of RSUs/DSUs Held	Number of Warrants Held	Number of Options Held	Number of Other Securities Held
			Vested: Unvested:	Vested: Unvested:	Vested: Unvested:

Address for Notice:

Name:

Address:

Facsimile:

Email:

EX-99.T

Exhibit T

Rollover Agreement

June 16, 2016

PRIVATE AND CONFIDENTIAL

VIA EMAIL

Re: Rollover in connection with the Arrangement Agreement between 1077801 B.C. Ltd. and Response Biomedical Corp.

Dear Sirs/Mesdames:

This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).

This Agreement is being entered into in connection with the proposed acquisition of the Company by the Purchaser (the “Proposed Transaction”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), the details of which are set forth in the definitive arrangement agreement (the “Arrangement Agreement”) of even date herewith between the Purchaser and the Company.  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Arrangement Agreement.

1.           Rollover and Subscription Commitment.

The Company Securityholder hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, for and on their own behalf and on behalf of any holding companies, trusts or other shareholdings controlled by Company Securityholder, to take such actions as may be reasonably necessary or advisable to transfer, contribute and deliver to the Purchaser (or cause the transfer, contribution and delivery of), effective immediately prior to the Effective Time, that number of Rollover Contribution Securities set forth on Schedule “A” hereto, free and clear of all Liens, in consideration for the issuance (on a 1-for-1 basis) to the Company Securityholder of the Purchaser Rollover Securities.

2.           Conditions.

Completion of the Commitment hereunder shall be subject to the following:

(a) the execution and delivery of the Arrangement Agreement by the Company;

(b) the satisfaction or waiver of each of the conditions to effect the Plan of Arrangement, on or prior to the Effective Time, as set forth in Section 6.1, Section 6.2 and Section 6.3 of the Arrangement Agreement; and

(c) consummation of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement.

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3. Representations, Warranties and Acknowledgements.

The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that:

(a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement;

(b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it;

(c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned;

(d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound;

(e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby;

(f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Rollover Securities contemplated by this Agreement, including the risk that the Company Securityholder could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities, (ii) been given access to and an opportunity to examine such documents, materials and information concerning the Purchaser as the Company Securityholder deems to be necessary or advisable in order to reach an informed decision as to an investment in the Purchaser, to the extent that the Purchaser possesses such information, has carefully reviewed and understands these materials and has had answered to the Company Securityholder’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Purchaser and the Company, (iii) made such independent investigation of the Purchaser, its management, and related matters as the Company Securityholder deems to be necessary or advisable in connection with the acquisition of the Purchaser Rollover Securities contemplated by this Agreement;

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(g) the Company Securityholder is acquiring the Purchaser Rollover Securities described in Section 1 for its or his own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof;

(h) the Company Securityholder is a resident of the jurisdiction set forth on the signature page hereto and is not acquiring the shares of the Purchaser Rollover Securities contemplated by this Agreement as a nominee or agent or otherwise for any person;

(i) the Company Securityholder understands that the Purchaser Rollover Securities have not been registered under the 1933 Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom, that the Purchaser has no obligation or intention to register such shares under the 1933 Act or United States state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act, and the Company Securityholder must therefore bear the economic risk of holding the Purchaser Rollover Securities for an indefinite period of time; and

(j) the Company Securityholder (or one of its affiliates) is the legal and beneficial owner of the Rollover Contribution Securities set out on Schedule “A” hereto, free and clear of any Liens.

4. Other Acknowledgements and Agreements.

 Neither the Purchaser nor any other Person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Company Securityholder by or on behalf of or related to Proposed Transaction and the transactions contemplated hereby, and nothing contained in any documents provided or statements made by or on behalf of the Company Securityholder is, or shall be relied upon as, a promise or representation by or any other Person that any such information is accurate or complete.

- 4 -

5.           Enforceability.

Subject to Section 3, this Agreement may only be enforced by the Company Securityholder and the Purchaser. No third party, including a creditor of the Purchaser, shall have the right to enforce this Agreement or to cause the Purchaser to enforce this Agreement. The parties hereto agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable remedies, including specific performance, a restraining order and interlocutory, preliminary and permanent injunctive relief and other equitable relief to prevent breaches or threatened breaches of this Agreement, any requirement for the securing or posting of any bond in connection with obtaining any such injunctive or other equitable relief hereby being waived.  Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the parties hereto.

6.           Confidentiality.

This Agreement is being provided to the Purchaser and the Company solely in connection with the Proposed Transaction. This Agreement may not be circulated or quoted by the Company Securityholder or the Company except with the prior written consent of the Purchaser in each instance; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required (x) by applicable Law, (y) in connection with any filing under applicable federal, state or provincial securities Laws relating to the Proposed Transaction or (z) pursuant to the rules of any national stock exchange (provided, that the disclosing Company Securityholder or the Company, as applicable, will provide the Purchaser an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) the Company Securityholder’s or the Purchaser’s affiliates and Representatives who need to know of the existence of this Agreement.

7.           Termination.

Subject to Section 8, if for any reason the Effective Time fails to occur and the Arrangement Agreement is terminated in accordance with its terms, then this Agreement will terminate automatically and be null, void and of no further force and effect.

8. Survival.

The representations and warranties contained herein shall survive the Effective Time and shall remain in full force and effect after the Effective Time. Except as otherwise provided in this Agreement, all covenants of the parties contained herein shall survive the Effective Time. No party shall have any liability for, or obligation with respect to, any punitive, exemplary, special or similar damages.

- 5 -

9.           Parties in Interest; Third Party Beneficiaries.

The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Purchaser to enforce, the obligations set forth herein.

10.           No Assignment.

The Commitment evidenced by this Agreement shall not be assignable, in whole or in part, by the Company Securityholder without the Purchaser’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Purchaser and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 10 shall be void.

11.           No Modification; Entire Agreement.

This Agreement may not be amended or otherwise modified (including termination by mutual consent of the parties hereto) without the prior written consent of the Purchaser and the Company Securityholder. This Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Company Securityholder or any of its affiliates, on the one hand, and the Purchaser or any of its affiliates, on the other, with respect to the Proposed Transaction and the transactions contemplated hereby or thereby. No transfer of any rights or obligations hereunder (including with respect to the contribution, transfer and delivery of the Rollover Contribution Securities) shall be permitted without the consent of the Purchaser and the Company Securityholder. Any transfer in violation of the preceding sentence shall be null and void.

12.            Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Supreme Court of British Columbia and any provincial appellate court therefrom within the Province of British Columbia and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto consent to the service of process in any manner permitted by the laws of the Province of British Columbia.

- 6 -

(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.           Counterparts.

This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

[Remainder of the page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 16th day of June, 2016.

ORBIMED PRIVATE INVESTMENTS III, LP BY:    ORBIMED CAPITAL GP III LLC            ITS GENERAL PARTNER BY:    ORBIMED ADVISORS LLC            ITS MANAGING MEMBER
By:	/s/ Carl L. Gordon
	Name: Carl L. Gordon
	Title: Member

Address for Notice to the Company Securityholder:

601 Lexington Avenue

54th Floor

New York, NY

10022

Attention:  Chief Financial Officer

Facsimile:  N/A

Email:  SotiriouE@OrbiMed.com

*  *  *  *  *  *  *  *  *  *

AGREED TO AND ACCEPTED with effect from this 16th day of June, 2016.

1077801 B.C. LTD.
By:	/s/ Hui Liu
	Authorized Signatory

SCHEDULE “A”

Rollover Contribution Securities (to be exchanged):

Entity	Common Shares
OribMed Private Investments III, LP	3,604,266*

*inclusive of common shares issuable as a result of private placement pursuant to subscription agreement dated June 16, 2016

Purchaser Rollover Securities (to be issued):

Entity	Common Shares
OribMed Private Investments III, LP	3,604,266

EX-99.U

Exhibit U

Rollover Agreement

June 16, 2016

PRIVATE AND CONFIDENTIAL

VIA EMAIL

Re: Rollover in connection with the Arrangement Agreement between 1077801 B.C. Ltd. and Response Biomedical Corp.

Dear Sirs/Mesdames:

This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).

This Agreement is being entered into in connection with the proposed acquisition of the Company by the Purchaser (the “Proposed Transaction”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), the details of which are set forth in the definitive arrangement agreement (the “Arrangement Agreement”) of even date herewith between the Purchaser and the Company.  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Arrangement Agreement.

1.           Rollover and Subscription Commitment.

The Company Securityholder hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, for and on their own behalf and on behalf of any holding companies, trusts or other shareholdings controlled by Company Securityholder, to take such actions as may be reasonably necessary or advisable to transfer, contribute and deliver to the Purchaser (or cause the transfer, contribution and delivery of), effective immediately prior to the Effective Time, that number of Rollover Contribution Securities set forth on Schedule “A” hereto, free and clear of all Liens, in consideration for the issuance (on a 1-for-1 basis) to the Company Securityholder of the Purchaser Rollover Securities.

2.           Conditions.

Completion of the Commitment hereunder shall be subject to the following:

(a) the execution and delivery of the Arrangement Agreement by the Company;

(b) the satisfaction or waiver of each of the conditions to effect the Plan of Arrangement, on or prior to the Effective Time, as set forth in Section 6.1, Section 6.2 and Section 6.3 of the Arrangement Agreement; and

(c) consummation of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement.

- 2 -

3. Representations, Warranties and Acknowledgements.

The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that:

(a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement;

(b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it;

(c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned;

(d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound;

(e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby;

(f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Rollover Securities contemplated by this Agreement, including the risk that the Company Securityholder could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities, (ii) been given access to and an opportunity to examine such documents, materials and information concerning the Purchaser as the Company Securityholder deems to be necessary or advisable in order to reach an informed decision as to an investment in the Purchaser, to the extent that the Purchaser possesses such information, has carefully reviewed and understands these materials and has had answered to the Company Securityholder’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Purchaser and the Company, (iii) made such independent investigation of the Purchaser, its management, and related matters as the Company Securityholder deems to be necessary or advisable in connection with the acquisition of the Purchaser Rollover Securities contemplated by this Agreement;

- 3 -

(g) the Company Securityholder is acquiring the Purchaser Rollover Securities described in Section 1 for its or his own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof;

(h) the Company Securityholder is a resident of the jurisdiction set forth on the signature page hereto and is not acquiring the shares of the Purchaser Rollover Securities contemplated by this Agreement as a nominee or agent or otherwise for any person;

(i) the Company Securityholder understands that the Purchaser Rollover Securities have not been registered under the 1933 Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom, that the Purchaser has no obligation or intention to register such shares under the 1933 Act or United States state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act, and the Company Securityholder must therefore bear the economic risk of holding the Purchaser Rollover Securities for an indefinite period of time; and

(j) the Company Securityholder (or one of its affiliates) is the legal and beneficial owner of the Rollover Contribution Securities set out on Schedule “A” hereto, free and clear of any Liens.

4. Other Acknowledgements and Agreements.

 Neither the Purchaser nor any other Person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Company Securityholder by or on behalf of or related to Proposed Transaction and the transactions contemplated hereby, and nothing contained in any documents provided or statements made by or on behalf of the Company Securityholder is, or shall be relied upon as, a promise or representation by or any other Person that any such information is accurate or complete.

- 4 -

5.           Enforceability.

Subject to Section 3, this Agreement may only be enforced by the Company Securityholder and the Purchaser. No third party, including a creditor of the Purchaser, shall have the right to enforce this Agreement or to cause the Purchaser to enforce this Agreement. The parties hereto agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable remedies, including specific performance, a restraining order and interlocutory, preliminary and permanent injunctive relief and other equitable relief to prevent breaches or threatened breaches of this Agreement, any requirement for the securing or posting of any bond in connection with obtaining any such injunctive or other equitable relief hereby being waived.  Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the parties hereto.

6.           Confidentiality.

This Agreement is being provided to the Purchaser and the Company solely in connection with the Proposed Transaction. This Agreement may not be circulated or quoted by the Company Securityholder or the Company except with the prior written consent of the Purchaser in each instance; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required (x) by applicable Law, (y) in connection with any filing under applicable federal, state or provincial securities Laws relating to the Proposed Transaction or (z) pursuant to the rules of any national stock exchange (provided, that the disclosing Company Securityholder or the Company, as applicable, will provide the Purchaser an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) the Company Securityholder’s or the Purchaser’s affiliates and Representatives who need to know of the existence of this Agreement.

7.           Termination.

Subject to Section 8, if for any reason the Effective Time fails to occur and the Arrangement Agreement is terminated in accordance with its terms, then this Agreement will terminate automatically and be null, void and of no further force and effect.

8. Survival.

The representations and warranties contained herein shall survive the Effective Time and shall remain in full force and effect after the Effective Time. Except as otherwise provided in this Agreement, all covenants of the parties contained herein shall survive the Effective Time. No party shall have any liability for, or obligation with respect to, any punitive, exemplary, special or similar damages.

- 5 -

9.  Parties in Interest; Third Party Beneficiaries.

The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Purchaser to enforce, the obligations set forth herein.

10.  No Assignment.

The Commitment evidenced by this Agreement shall not be assignable, in whole or in part, by the Company Securityholder without the Purchaser’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Purchaser and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 10 shall be void.

11.  No Modification; Entire Agreement.

This Agreement may not be amended or otherwise modified (including termination by mutual consent of the parties hereto) without the prior written consent of the Purchaser and the Company Securityholder. This Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Company Securityholder or any of its affiliates, on the one hand, and the Purchaser or any of its affiliates, on the other, with respect to the Proposed Transaction and the transactions contemplated hereby or thereby. No transfer of any rights or obligations hereunder (including with respect to the contribution, transfer and delivery of the Rollover Contribution Securities) shall be permitted without the consent of the Purchaser and the Company Securityholder. Any transfer in violation of the preceding sentence shall be null and void.

12.  Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Supreme Court of British Columbia and any provincial appellate court therefrom within the Province of British Columbia and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto consent to the service of process in any manner permitted by the laws of the Province of British Columbia.

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(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.  Counterparts.

This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

[Remainder of the page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 16th day of June, 2016.

ORBIMED ASIA PARTNERS, L.P. BY:    ORBIMED ASIA GP, L.P.            ITS GENERAL PARTNER BY:    ORBIMED ADVISORS LIMITED            ITS GENERAL PARTNER
By:	/s/ Carl L. Gordon
	Name: Carl L. Gordon
	Title: Member

Address for Notice to the Company Securityholder:

601 Lexington Avenue

54th Floor

New York, NY

10022

Attention:  Chief Financial Officer

Facsimile:  N/A

Email:  SotiriouE@OrbiMed.com

*  *  *  *  *  *  *  *  *  *

AGREED TO AND ACCEPTED with effect from this 16th day of June, 2016.

1077801 B.C. LTD.
By:	/s/ Hui Liu
	Authorized Signatory

SCHEDULE “A”

Rollover Contribution Securities (to be exchanged):

Entity	Common Shares
OribMed Asia Partners, L.P.	2,149,902*

*inclusive of common shares issuable as a result of private placement pursuant to subscription agreement dated June 16, 2016

Purchaser Rollover Securities (to be issued):

Entity	Common Shares
OribMed Asia Partners, L.P.	2,149,902

EX-99.V

Exhibit V

Rollover Agreement

June 16, 2016

PRIVATE AND CONFIDENTIAL

VIA EMAIL

Re: Rollover in connection with the Arrangement Agreement between 1077801 B.C. Ltd. and Response Biomedical Corp.

Dear Sirs/Mesdames:

This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).

This Agreement is being entered into in connection with the proposed acquisition of the Company by the Purchaser (the “Proposed Transaction”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), the details of which are set forth in the definitive arrangement agreement (the “Arrangement Agreement”) of even date herewith between the Purchaser and the Company.  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Arrangement Agreement.

1.  Rollover and Subscription Commitment.

The Company Securityholder hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, for and on their own behalf and on behalf of any holding companies, trusts or other shareholdings controlled by Company Securityholder, to take such actions as may be reasonably necessary or advisable to transfer, contribute and deliver to the Purchaser (or cause the transfer, contribution and delivery of), effective immediately prior to the Effective Time, that number of Rollover Contribution Securities set forth on Schedule “A” hereto, free and clear of all Liens, in consideration for the issuance (on a 1-for-1 basis) to the Company Securityholder of the Purchaser Rollover Securities.

2.  Conditions.

Completion of the Commitment hereunder shall be subject to the following:

(a) the execution and delivery of the Arrangement Agreement by the Company;

(b) the satisfaction or waiver of each of the conditions to effect the Plan of Arrangement, on or prior to the Effective Time, as set forth in Section 6.1, Section 6.2 and Section 6.3 of the Arrangement Agreement; and

(c) consummation of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement.

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3. Representations, Warranties and Acknowledgements.

The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that:

(a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement;

(b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it;

(c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned;

(d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound;

(e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby;

(f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Rollover Securities contemplated by this Agreement, including the risk that the Company Securityholder could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities, (ii) been given access to and an opportunity to examine such documents, materials and information concerning the Purchaser as the Company Securityholder deems to be necessary or advisable in order to reach an informed decision as to an investment in the Purchaser, to the extent that the Purchaser possesses such information, has carefully reviewed and understands these materials and has had answered to the Company Securityholder’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Purchaser and the Company, (iii) made such independent investigation of the Purchaser, its management, and related matters as the Company Securityholder deems to be necessary or advisable in connection with the acquisition of the Purchaser Rollover Securities contemplated by this Agreement;

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(g) the Company Securityholder is acquiring the Purchaser Rollover Securities described in Section 1 for its or his own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof;

(h) the Company Securityholder is a resident of the jurisdiction set forth on the signature page hereto and is not acquiring the shares of the Purchaser Rollover Securities contemplated by this Agreement as a nominee or agent or otherwise for any person;

(i) the Company Securityholder understands that the Purchaser Rollover Securities have not been registered under the 1933 Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom, that the Purchaser has no obligation or intention to register such shares under the 1933 Act or United States state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act, and the Company Securityholder must therefore bear the economic risk of holding the Purchaser Rollover Securities for an indefinite period of time; and

(j) the Company Securityholder (or one of its affiliates) is the legal and beneficial owner of the Rollover Contribution Securities set out on Schedule “A” hereto, free and clear of any Liens.

4. Other Acknowledgements and Agreements.

 Neither the Purchaser nor any other Person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Company Securityholder by or on behalf of or related to Proposed Transaction and the transactions contemplated hereby, and nothing contained in any documents provided or statements made by or on behalf of the Company Securityholder is, or shall be relied upon as, a promise or representation by or any other Person that any such information is accurate or complete.

- 4 -

5.  Enforceability.

Subject to Section 3, this Agreement may only be enforced by the Company Securityholder and the Purchaser. No third party, including a creditor of the Purchaser, shall have the right to enforce this Agreement or to cause the Purchaser to enforce this Agreement. The parties hereto agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable remedies, including specific performance, a restraining order and interlocutory, preliminary and permanent injunctive relief and other equitable relief to prevent breaches or threatened breaches of this Agreement, any requirement for the securing or posting of any bond in connection with obtaining any such injunctive or other equitable relief hereby being waived.  Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the parties hereto.

6.  Confidentiality.

This Agreement is being provided to the Purchaser and the Company solely in connection with the Proposed Transaction. This Agreement may not be circulated or quoted by the Company Securityholder or the Company except with the prior written consent of the Purchaser in each instance; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required (x) by applicable Law, (y) in connection with any filing under applicable federal, state or provincial securities Laws relating to the Proposed Transaction or (z) pursuant to the rules of any national stock exchange (provided, that the disclosing Company Securityholder or the Company, as applicable, will provide the Purchaser an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) the Company Securityholder’s or the Purchaser’s affiliates and Representatives who need to know of the existence of this Agreement.

7.  Termination.

Subject to Section 8, if for any reason the Effective Time fails to occur and the Arrangement Agreement is terminated in accordance with its terms, then this Agreement will terminate automatically and be null, void and of no further force and effect.

8. Survival.

The representations and warranties contained herein shall survive the Effective Time and shall remain in full force and effect after the Effective Time. Except as otherwise provided in this Agreement, all covenants of the parties contained herein shall survive the Effective Time. No party shall have any liability for, or obligation with respect to, any punitive, exemplary, special or similar damages.

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9.  Parties in Interest; Third Party Beneficiaries.

The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Purchaser to enforce, the obligations set forth herein.

10.  No Assignment.

The Commitment evidenced by this Agreement shall not be assignable, in whole or in part, by the Company Securityholder without the Purchaser’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Purchaser and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 10 shall be void.

11.  No Modification; Entire Agreement.

This Agreement may not be amended or otherwise modified (including termination by mutual consent of the parties hereto) without the prior written consent of the Purchaser and the Company Securityholder. This Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Company Securityholder or any of its affiliates, on the one hand, and the Purchaser or any of its affiliates, on the other, with respect to the Proposed Transaction and the transactions contemplated hereby or thereby. No transfer of any rights or obligations hereunder (including with respect to the contribution, transfer and delivery of the Rollover Contribution Securities) shall be permitted without the consent of the Purchaser and the Company Securityholder. Any transfer in violation of the preceding sentence shall be null and void.

12.  Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Supreme Court of British Columbia and any provincial appellate court therefrom within the Province of British Columbia and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto consent to the service of process in any manner permitted by the laws of the Province of British Columbia.

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(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.  Counterparts.

This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

[Remainder of the page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 16th day of June, 2016.

ORBIMED ASSOCIATES III, L.P. BY:    ORBIMED ADVISORS LLC            ITS GENERAL PARTNER
By:	/s/ Carl L. Gordon
	Name: Carl L. Gordon
	Title: Member

Address for Notice to the Company Securityholder:

601 Lexington Avenue

54th Floor

New York, NY

10022

Attention:  Chief Financial Officer

Facsimile:  N/A

Email:  SotiriouE@OrbiMed.com

*  *  *  *  *  *  *  *  *  *

AGREED TO AND ACCEPTED with effect from this 16th day of June, 2016.

1077801 B.C. LTD.
By:	/s/ Hui Liu
	Authorized Signatory

SCHEDULE “A”

Rollover Contribution Securities (to be exchanged):

Entity	Common Shares
OribMed Associates III, L.P.	34,291 *

*inclusive of common shares issuable as a result of private placement pursuant to subscription agreement dated June 16, 2016

Purchaser Rollover Securities (to be issued):

Entity	Common Shares
OribMed Associates III, L.P.	34,291