Volume Discount Addendum No. 2

EX-10.7 8 dex107.htm VOLUME DISCOUNT ADDENDUM NO. 2 TO THE PURCHASE AGREEMENT Volume Discount Addendum No. 2 to the Purchase Agreement

Exhibit 10.7

Volume Discount Addendum No. 2

This 2^nd Volume Discount Addendum to the Purchase Agreement (the “2^nd Addendum”) is effective as of April 1, 2011 (the “2^nd Addendum Effective Date”), by and between diaDexus, Inc. (“diaDexus”), and Health Diagnostics Laboratory located at 737 N. 5th Street, Richmond, VA 23219 and any or all of its subsidiaries or affiliates (“Lab”).

WHEREAS, Lab and diaDexus are parties to that certain Purchase Agreement dated January 1, 2011 (the “PA”) and the Volume Discount Addendum thereto dated January 1, 2011 (the “1^st Addendum”), collectively the “Agreement”;

WHEREAS, the parties desire to amend such 1^st Addendum to make Product available to Lab directly from diaDexus.

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.

2.	Product Supply. Beginning on the 2^nd Addendum Effective Date, Lab shall order Products directly from diaDexus pursuant to the terms and conditions of the Agreement.

3.	Program. diaDexus shall be responsible for all aspects of the Program previously fulfilled by diaDexus’ distributor.

4.	1^st Addendum Continuance. Except as set forth above, the 1^st Addendum remains in full force and effect, including the Program, Net Reimbursement review, and the Program Term.

Entire Agreement. In the event of any conflict between the terms and conditions of this 2^nd Addendum and the Agreement, the terms and conditions of this 2^nd Addendum shall control. Except as otherwise provided in the 2^nd Addendum, the parties agree that all provisions of the 2^nd Agreement are hereby ratified and agreed to be in full force and effect and are incorporated herein by reference. This 2^nd Addendum and the Agreement (as amended hereby), including without limitation all addenda, 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and writings by and among the parties and relating to the subject matter herein, whether written or oral, are superseded hereby and thereby.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 2^nd Addendum shall be deemed to be amended unless such amendment is in writing, signed by all parties hereto, and recites specifically that it is an amendment to the terms of this 2^nd Addendum.

IN WITNESS WHEREOF, the parties hereto have caused this 2^nd Addendum to be executed by their fully authorized representatives.


diaDexus, Inc.:				Health Diagnostics Laboratory:

By: /s/ Patrick Plewman				By: /s/ Tonya Mallory
Name: Patrick Plewman				Name: Tonya Mallory
Title: President and CEO				Title: President and CEO

Date: 4/19/11				Date: 4/19/11

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