On August 23, 2013, Response Genetics entered into an asset purchase agreement with Pathwork
On August 23, 2013, Response Genetics, Inc. (the "Company") entered into an asset purchase agreement (the "Purchase Agreement") with Pathwork (assignment for the benefit of creditors), LLC ("Seller"), pursuant to which the Company acquired substantially all of the assets (the "Purchased Assets") of Pathwork Diagnostics, Inc. ("Pathwork"), which had previously assigned all of its assets to Seller for the benefit of its creditors pursuant to a General Assignment, dated as of April 2, 2013. Pursuant to the Purchase Agreement, the Company acquired all intellectual property, know-how, data, equipment and materials formerly owned by Pathwork which relate to its FDA-cleared Tissue of Origin ("TOO") test.
The Company acquired the assets for the following consideration: (i) 500,000 newly-issued registered shares of the Company's common stock (the "Shares") issued to two senior secured creditors (the "Senior Secured Creditors") of Pathwork which were designated by Seller in the Purchase Agreement and (ii) a cash payment of $200,000 to Seller.
The shares of the Company's common stock issued pursuant to the Purchase Agreement are fully registered and freely tradable, provided, however, that each of the Senior Secured Creditors has agreed to, except as may be required by law, not sell any of the Shares acquired by it prior to June 30, 2014 (the "Lockup Period") and not sell more than its pro rata share of an aggregate of 50,000 shares per month after the expiration of the Lockup Period.
A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 10.1 attached hereto.