0001140361-10-030915 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2010 • Vaxgen Inc • Pharmaceutical preparations • California

This Agreement is made by and between diaDexus, Inc. (the “Company”), and David Foster (“Executive”) effective as of May 1, 2008 (the “Effective Date”) and amends and restates that certain Employment Agreement entered into by and between the Company and Executive effective as of April 26, 2007 in its entirety.

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Guaranty
Guaranty • August 2nd, 2010 • Vaxgen Inc • Pharmaceutical preparations • California

This Guaranty (“Guaranty”) is dated as of July 28, 2010. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of May 28, 2010, as amended June 24, 2010 (the “Merger Agreement”), by and among VaxGen, Inc., a Delaware corporation (“Guarantor”), Violet Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Guarantor, Violet Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Guarantor, diaDexus, Inc., a Delaware corporation (“Company”), and John E. Hamer, as representative of the Company’s stockholders, effective and contingent upon the Effective Time of Merger II (as defined in the Merger Agreement), Guarantor hereby agrees as follows:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Agreement • August 2nd, 2010 • Vaxgen Inc • Pharmaceutical preparations • California

This Agreement is made by and between diaDexus, Inc. (the “Company”), and Patrick Plewman (“Executive”) effective as of May 1, 2008 (the “Effective Date”) and amends and restates that certain Employment Agreement entered into by and between the Company and Executive effective as of June 4, 2000 in its entirety.

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