Side Letter to License Agreement



  
 Exhibit 10.18

 [*] 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. 
 [GSK HEADER] 

February 28, 2005 
 Patrick Plewman, CEO

 diaDexus, Inc. 
 343 Oyster Point Boulevard 

South San Francisco, CA 94080 
 Dear Patrick, 

GSK is committed to an exclusive development and commercialization alliance with diaDexus on Lp-PLA2-related diagnostics for the field of Clinical Diagnostics
(“cDx” as defined in the original Collaboration and License Agreement between the parties dated September 2, 1997, hereinafter, the “Original Agreement”) for assays based upon the intellectual property licensed to diaDexus
from GSK under the Original Agreement [*]. 
 In this regard, GSK hereby agrees to the following: 

1) For as long as diaDexus’ exclusive license from GSK to Lp-PLA2-related diagnostics under the Original Agreement is in force, GSK shall not sublicense to
any third party its rights in the cDx field under the intellectual property licensed from ICOS under the co-exclusive license just acquired by GSK from ICOS (the Diagnostics License Agreement dated December 9, 2004, hereinafter, the “ICOS
Diagnostics License”) in connection with any assay that is subject to the Original Agreement [*]. In the event that, after launching Lp-PLA2 inhibitor drug product, GSK reasonably decides, based on substantial and compelling scientific
evidence while factoring in the medical and commercial objectives of GSK in marketing such product, that a mass-based assay other than the PLACTM assay is preferable [*] and diaDexus is not able to supply such a mass-based assay to the market to satisfy GSK’s
reasonable commercial needs, diaDexus agrees to consider in good faith a request by GSK to waive the restriction upon sublicensing stated under this paragraph, and to consider in good faith permitting GSK to sublicense to a third party in the cDx
field its rights under the ICOS Diagnostics License. 
 2) Further, in the event that GSK receives notice from ICOS that GSK has materially breached the
ICOS Diagnostics License, GSK shall immediately notify diaDexus of such notice of default in order to provide diaDexus with an opportunity to protect its rights under its co-exclusive license with ICOS and to provide diaDexus with an opportunity to
negotiate directly with ICOS for an 







 
exclusive license to use the ICOS intellectual property. In addition, GSK agrees that, prior to entering into discussions with ICOS for the termination of the ICOS Diagnostics License for reasons
other than GSK’s material breach of the ICOS Diagnostics License, GSK shall notify diaDexus of its intent to discuss such termination, and GSK shall either (a) assign all of its rights and obligations under the ICOS Diagnostics License to
diaDexus, subject to ICOS’ approval, or (b) in the event such approval is not obtained, exclusively sublicense to diaDexus all of its rights and obligations under the ICOS Diagnostics License, provided such sublicense is permissible under
applicable law (as evidenced by a competent third party legal written opinion). In the event such exclusive sublicense is held to be invalid by a court of competent jurisdiction, GSK shall be relieved of its obligations to sublicense its rights
under the ICOS Diagnostics License to diaDexus. 
 Please indicate your approval and acceptance of the terms of this letter agreement by having an
authorized representative of diaDexus sign alongside GSK’s authorized representative’s signature below. 
 Sincerely, 

/s/ Donald F. Parman 
 Donald F. Parman 

Vice President and Secretary 
 SmithKline Beecham Corporation

 doing business as GlaxoSmithKline 

****************************************** 
 Agreed and Accepted
for and on behalf of diaDexus, Inc. 
  

					
	By:	 	     /s/ P. Plewman
	 	


			
	Name: P. Plewman


			
	Title: President & CEO


  
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