Response Genetics enters agreement to settle SSF's proxy contest

Response Genetics, Inc. (Nasdaq:RGDX) today announced that it has entered into an agreement with Special Situations Fund III QP, L.P., Special Situations Cayman Fund L.P, Special Situations Life Sciences Fund, L.P. and certain of their affiliates (collectively, "SSF") to settle SSF's proxy contest. Under the terms of the settlement, SSF has agreed, among other things, to terminate its proxy solicitation and to vote for the election of a revised slate of director nominees, which will include two outside directors previously nominated by SSF. SSF has also agreed to certain standstill restrictions through the end of Response Genetics' 2011 annual meeting of stockholders.

“We believe that the settlement of the proxy contest is in the best interest of the company and all of our stockholders, and the inclusion of board members with significant industry experience will create additional value for our stockholders.”

Pursuant to the settlement, a revised slate of nine nominees will be recommended for election at the 2010 annual meeting of stockholders. The revised slate will consist of Kathleen Danenberg, president and chief executive officer of Response Genetics, Kirk K. Calhoun, Gary D. Nusbaum, Michael Serruya, David Smith, Jan Fagerberg, M.D., Ph.D., Michael Metzger, Richard van den Broek and David M. Wurzer. Messrs. van den Broek and Wurzer were previously nominated by SSF for election at the 2010 annual meeting.

Response Genetics also announced that it has postponed its 2010 annual meeting of stockholders in order to implement the terms of the settlement. The new record date for stockholders entitled to vote at the meeting and the new meeting date will be announced in the near future.

Kathleen Danenberg, president and CEO of Response Genetics, stated: "We believe that the settlement of the proxy contest is in the best interest of the company and all of our stockholders, and the inclusion of board members with significant industry experience will create additional value for our stockholders."