Addendum No. 2 to the BHL Master Supply Agreement



  
 Exhibit 10.35

 [*] 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. 2 to the Master
Supply Agreement Dated as of April 1, 2009 
 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”). 

WHEREAS, Lab and diaDexus are parties to that certain Master Supply Agreement dated April 1, 2009, as amended by Addendum No. 1
dated as of April 1, 2010 (collectively, the “Agreement”); 
 WHEREAS, the parties desire to amend such Agreement
to make additional Product available to Lab. 
 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 “Second Amended Product Addendum” as defined in Section 2 of this Addendum. 
 2. Second Amended Product Addendum. The Amended Product Addendum attached to the Agreement shall be deleted in its entirety and replaced with the Second Amended Product Addendum attached hereto and
incorporated herein. 
 3. 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and writings by and among the parties and relating to the subject matter herein, whether written or oral, are superseded hereby and thereby.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. 

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: VP and Chief Compliance Officer

		
	   Date: May 24, 2010

 
	 	   Date: May 24, 2010

 


  

					
	    Approved as to legal form for Berkeley HeartLab, Inc.:	 	 /s/ Victor K. Lee
	 	 
		 	Victor K. Lee (May 24, 2010)	 	


  

					
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 diaDexus - Berkeley
HeartLab, Inc. 
 SECOND AMENDED PRODUCT ADDENDUM 

PRODUCT EXHIBIT – Revised May 14, 2010 
  

					
	 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
	  	[*]
	90123	  	 PLAC® Test ELISA Kit
 96-Well Plate
	  	[*]
	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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