Addendum No. 1 to the BHL Master Supply Agreement



  
 Exhibit 10.34

  

	[*]	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. 

 Addendum No. 1 to the Master Supply Agreement Dated as of
April 1, 2009 
 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”). 

WHEREAS, Lab and diaDexus are parties to that certain Master Supply Agreement dated April 1, 2009 (the “Agreement”);

 WHEREAS, the parties desire to amend such Agreement to extend the term of the Agreement, make other changes to the Agreement.

 NOW THEREFORE, in consideration of the agreements, mutual representations and covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1. Definitions. All capitalized terms not defined herein shall have the meaning assigned to them in the Agreement. Notwithstanding
the foregoing, any reference to “Product Addendum” in the Agreement shall be amended to read “Amended Product Addendum” as defined in Section 3 of this Addendum. 

2. Term. Section C of the Agreement is hereby deleted in its entirety and replaced with the following: 

The term of the Agreement shall commence on April 1, 2009 and expire [*] (the “Term”), unless
terminated earlier pursuant to Paragraph N or P. Expiration or termination of this Agreement for any reason will not release a party from any obligation that has accrued prior to the effective date of such expiration or termination. Obligations set
forth in the Amended Product Addendum and Paragraphs B, C, E, J, Q, R, S, T, U, V, W, X, DD and FF shall survive expiration or termination of this Agreement. 
 3. Monthly Testing Volume Reports. The first sentence of Section J of the Agreement is hereby deleted in its entirety and replaced with the following: 

Lab will provide diaDexus with monthly testing volume reports sorted by US Zip Code and international territories in the Final Report.

 4. Product Addendum. The Product Addendum attached to the Agreement shall be deleted in its entirety and replaced with
the Amended Product Addendum attached hereto and incorporated herein. [*] 
 5. Entire Agreement. In the event of
any conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum shall control. Except as otherwise provided in the Addendum, the parties agree that all provisions of the Agreement are
hereby ratified and agreed to be in full force and effect and are incorporated herein by reference. This Addendum and the Agreement (as amended hereby), including without limitation all Attachments hereto, contain the entire agreement among the
parties relating to the subject matter herein and all prior proposals, discussions and writings by and among the parties and relating to the subject matter herein, whether written or oral, are superseded hereby and thereby. None of the terms of this
Addendum shall be deemed to be amended unless such Addendum is in writing, signed by all parties hereto, and recites specifically that it is an addendum to the terms of this Addendum. 

  

					
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 IN WITNESS WHEREOF,
the parties hereto have caused this Addendum to be executed by their fully authorized representatives. 
  

					
	diaDexus, Inc.:	 		 	 Berkeley HeartLab, Inc.:

			
	 By: /s/ Patrick Plewman
	 		 	 By: /s/ Jonathan Wolin

			
	 Name: Patrick Plewman
	 		 	 Name: Jonathan Wolin

			
	 Title: President and CEO
	 		 	 Title: Secretary

			
	 Date: March 31, 2010
	 		 	 Date: March 31, 2010



 

							
		 	Approved as to legal form for BHL:	 	/s/ Victor K. Lee                    	  	
		 		 	Victor K. Lee (March 31, 2010)


  

					
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		 	diaDexus - Berkeley HeartLab, Inc.	 	
		 	AMENDED PRODUCT ADDENDUM	 	

 PRODUCT EXHIBIT 

 

					
	 Catalog #
	  	 Description
	  	 Lab Price

	90116	  	 PLAC® Test Kit for Hitachi Series

Analyzers
 250 Test
Kit for Hitachi, Roche Hitachi
 Modular P
 Automated Clinical Chemistry Analyzers
	  	[*]
			
	90108	  	 PLAC® Calibrator Kit
 for Automated Clinical
Chemistry Analyzers
	  	[*]
			
	90109	  	 PLAC® Control Kit
 for Automated Clinical Chemistry
Analyzers
	  	[*]

 [*] 

 

	[*]	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. 


  

					
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