INDEMNITY AGREEMENTIndemnity Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between DIADEXUS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
BERKELEY HEARTLAB, INC. AND DIADEXUS, INC. MASTER SUPPLY AGREEMENTMaster Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
This Master Supply Agreement, dated as of April 1, 2009, by and between diaDexus, Inc. (“diaDexus”) and Berkeley HeartLab, Inc. (“Lab”), sets forth the terms and conditions upon which diaDexus will sell to Lab, and Lab will purchase, various products (the “Agreement”). The parties agree as follows:
FIRST AMENDMENT TO DEVELOPMENT, MANUFACTURING, AND SUPPLY AGREEMENTAnd Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This first amendment (the “First Amendment”) to DEVELOPMENT, MANUFACTURING, AND SUPPLY AGREEMENT (the “Agreement”) is made effective as of July 21, 2008, 2008 (the “Amendment Effective Date”) by and between DIADEXUS, INC., organized under the laws of Delaware and having its principal place of business at 343 Oyster Point Boulevard, South San Francisco, California 94080, United States of America (“diaDexus”), and DENKA SEIKEN, organized under the laws of Japan and having its principal place of business at 3-4-2 Nihonbashi Kayabacho, Chuo-ku, Tokyo 103-0025, Japan (“Denka Seiken”).
DEVELOPMENT, MANUFACTURING, AND SUPPLY AGREEMENT, and Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
THIS DEVELOPMENT, MANUFACTURING, AND SUPPLY AGREEMENT, together with exhibits attached hereto (the “Agreement”), effective as of March 27th, 2007 (the “Effective Date”), is entered into by and between DIADEXUS, INC., organized under the laws of Delaware and having its principal place of business at 343 Oyster Point Boulevard, South San Francisco, California 94080, United States of America (“diaDexus”), and DENKA SEIKEN, organized under the laws of Japan and having its principal place of business at 3-4-2 Nihonbashi Kayabacho, Chuo-ku, Tokyo 103-0025, Japan (“Denka Seiken”). diaDexus and Denka Seiken may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
DISTRIBUTOR AGREEMENTDistributor Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This AGREEMENT effective this 30th day of January 2007 (the “Effective Date”) between diaDexus, Inc., a company organized and existing under the laws of Delaware with offices located at 343 Oyster Point Blvd., South San Francisco, CA 94080 (“DIADEXUS”) and The Binding Site Inc., a company organized and existing under the laws of United Kingdom and having offices at 5889 Oberlin Drive, Suite101, San Diego, CA 92121 (“BINDING SITE”).
FIRST AMENDMENT TO SUBLEASESublease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”), dated August 21, 2003, is entered into by and between DIADEXUS, INC., a Delaware corporation (“Sublandlord”), and VIROLOGIC, INC., a Delaware corporation (“Subtenant’
SERVICES AND SUPPLY AGREEMENTQuality Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
THIS SERVICES AND SUPPLY AGREEMENT, together with exhibits attached hereto (the “Agreement”), effective as of January 1, 2009 (the “Effective Date”), is entered into by and between DIADEXUS, INC., a Delaware corporation, having its principal place of business at 343 Oyster Point Boulevard, South San Francisco, California 94080 (“diaDexus”), and DIAZYME LABORATORIES, a division of General Atomics, having its principal place of business at 12889 Gregg Court, Poway, California 92064 (“Supplier”). diaDexus and Supplier may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
BASIC LEASE INFORMATION LEASE DATE: November 23, 1999 TENANT: VIROLOGIC, INC., a California corporation TENANT’S ADDRESS: Until the Term Commencement Date: After the Term Commencement Date: LANDLORD: Trammell Crow Northern California Development, Inc....Lease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is dated as of February , 2000, between ARE-Technology Center SSF, LLC, a Delaware limited liability company (“Landlord”), and Virologic, Inc., a California corporation (“Tenant”).
Second Amendment to the Development, Manufacturing and Supply AgreementManufacturing and Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This second amendment (the “Second Amendment”) to the DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT as amended on July 21, 2008 (collectively the “Agreement”) is effective as of June 1, 2009 (the “2nd Amendment Effective Date”), by and between DIADEXUS, INC., organized under the laws of Delaware and having its principal place of business at 343 Oyster Point Boulevard, South San Francisco, California 94080, United States of America (“diaDexus”), and DENKA SEIKEN, organized under the laws of Japan and having its principal place of business at 3-4-2 Nihonbashi Kayabacho, Chuo-ku, Tokyo 103-0025, Japan (“Denka Seiken”).
Addendum No. 1 to the Master Supply Agreement Dated as of April 1, 2009Master Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Addendum No.1 to the Master Supply Agreement dated as of April 1, 2009 (the “Addendum”) is effective as of April 1, 2010 (the “Addendum Effective Date”), by and between diaDexus, Inc. (“diaDexus”), and Berkeley HeartLab, Inc. (“Lab”).
AMENDMENT NO. 2 TO SERVICES AND SUPPLY AGREEMENTServices and Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
This AMENDMENT NO. 2 TO SERVICES AND SUPPLY AGREEMENT (this “Amendment”) effective as of January 15, 2010 is entered into by and between diaDexus, Inc. (“diaDexus”) and Diazyme Laboratories, a division of General Atomics (“Supplier”).
ContractdiaDexus, Inc. • November 15th, 2010 • Pharmaceutical preparations
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED SUPPLY AGREEMENT, together with exhibits attached hereto (“Agreement”) is entered into as of April 11, 2010 (the “Restatement Date”) by and between DIADEXUS, INC., organized under the laws of Delaware and having its principal place of business at 343 Oyster Point Boulevard, South San Francisco, California 94080 (“diaDexus”), and BIOCHECK, INC., organized under the laws of California and having its principal place of business at 323 Vintage Park Drive, Foster City, CA 94404 (“BioCheck”). diaDexus and BioCheck may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
THIRD AMENDMENT TO SUBLEASESublease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO SUBLEASE (this “Third Amendment”), dated August 18, 2006, is entered into by and between DIADEXUS, INC., a Delaware corporation (“Sublandlord”), and MONOGRAM BIOSCIENCES, INC., a Delaware corporation (“Subtenant”).
CONSENT TO ASSIGNMENT AND MODIFICATION OF LEASEAssignment and Modification of Lease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • California
This CONSENT TO ASSIGNMENT AND MODIFICATION OF LEASE (this “Assignment Consent”), effective as of June 1, 2002 (the “Effective Date”), is entered into by (i) ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), (ii) VIROLOGIC, INC., a Delaware corporation (“Current Tenant”), and (iii) DIADEXUS, INC., a Delaware corporation (“New Tenant”), as follows:
DIAGNOSTICS LICENSE AGREEMENTDiagnostics License Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • Delaware
This DIAGNOSTICS LICENSE AGREEMENT (hereinafter “AGREEMENT”), is executed on the 9th day of December, 2004, between diaDexus, Inc., a Delaware Corporation, with offices at 343 Oyster Point Boulevard, South San Francisco, California, USA 94080 (hereinafter “DIADEXUS”), and ICOS Corporation, a Delaware corporation having its principal place of business at 22021 20th Avenue S.E., Bothell, Washington, USA 98021 on behalf of itself and its AFFILIATES (hereinafter “ICOS”).
FOURTH AMENDMENT TO SUBLEASESublease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO SUBLEASE (this “Fourth Amendment”), dated October 12, 2007, is entered into by and between DIADEXUS, INC., a Delaware corporation (“Sublandlord”), and MONOGRAM BIOSCIENCES, INC., a Delaware corporation (“Subtenant”).
AMENDMENT NO. 01 TO diaDexus, Inc. SERVICES AND SUPPLY AGREEMENTServices and Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Amendment No. 01 is effective August 17, 2009 and is issued to change [*] Exhibit B, Pricing, as a result of additional testing efforts requested by diaDexus.
Addendum No. 2 to the Master Supply Agreement Dated as of April 1, 2009Master Supply Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Addendum No. 2 to the Master Supply Agreement dated as of April 1, 2009 (the “Addendum”) is effective as of May 14, 2010 (the “Addendum Effective Date”), by and between diaDexus, Inc. (“diaDexus”), and Berkeley HeartLab, Inc. (“Lab”).
Business Development Addendum to the Distributor AgreementdiaDexus, Inc. • November 15th, 2010 • Pharmaceutical preparations
This Business Development Addendum to the Distributor Agreement (the “BD Addendum”) is made and entered into as of this 1st day of February 2010 (the “BD Addendum Effective Date”), by and between diaDexus, Inc. (“DIADEXUS”), and Inova Diagnostics, Inc. (“INOVA”).
Addendum No. 3 to the Distribution AgreementDistribution Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Addendum No. 3 to the Distribution Agreement (the “3rd Addendum”) is made and entered into as of this 28th day of October, 2008 (the “3rd Addendum Effective Date”), by and between diaDexus, Inc. (“DIADEXUS”), and The Binding Site (“BINDING SITE”).
Addendum No. 1 to the Distribution AgreementDistribution Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Addendum No. 1 to the Distribution Agreement (the “Addendum”) is made and entered into as of this 1st day of February, 2007, by and between diaDexus, Inc. (“DIADEXUS”), and The Binding Site (“BINDING SITE”).
SB/HGS DIAGNOSTIC LICENSE AGREEMENTSb/HGS Diagnostic License Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement is effective as of this 24th day of July, 1997 between, on the one hand, SmithKline Beecham Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania, having a place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19101, U.S.A. (“SB corp”), SmithKline Beecham p.l.c., a corporation organized under the laws of England and having a place of business at Great West Road, Brentford, Middlesex, U.K. (“SB p.l.c.”) (individually and collectively “SB”), and, on the other hand, Human Genome Sciences, Inc., 9410 Key West Avenue, Rockville, Maryland 20850 (“HGS”).
ACKNOWLEDGMENT OF TERM COMMENCEMENT DATEdiaDexus, Inc. • November 15th, 2010 • Pharmaceutical preparations
This ACKNOWLEDGMENT OF TERM COMMENCEMENT DATE is made this 1st day of November, 2001, between ARE-TECHNOLOGY CENTER SSF, LLC, a Delaware limited liability company (“Landlord”), and VIROLOGIC, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of that certain Lease dated November 23, 1999, by and between Landlord’s predecessor-in-interest, Trammell Crow Northern California Development, Inc., and Tenant, as amended by that certain First Amendment to Lease Agreement dated as of February , 2000, by and between Landlord and Tenant (as amended, the “Lease”). Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.
Addendum No. 2 to the Distribution AgreementDistribution Agreement • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
This Addendum No. 2 to the Distribution Agreement (the “Addendum”) is made and entered into as of this 15th day of June, 2007, by and between diaDexus, Inc. (“DIADEXUS”), and The Binding Site (“BINDING SITE”).
SECOND AMENDMENT TO SUBLEASESublease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO SUBLEASE (this “Second Amendment”), dated October 1, 2004, is entered into by and between DIADEXUS, INC., a Delaware corporation (“Sublandlord”), and VIROLOGIC, INC., a Delaware corporation (“Subtenant’).
SUBLEASESublease • November 15th, 2010 • diaDexus, Inc. • Pharmaceutical preparations
THIS SUBLEASE (“Sublease”), dated June 1, 2002 (the “Commencement Date”), is entered into by and between DIADEXUS, INC., a Delaware corporation (“Sublandlord”), and VIROLOGIC, INC. a Delaware corporation (“Subtenant”).
