CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Clause Samples

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Spectrum will promptly (but in no case more than [***] ([***]) Business Days after its receipt of a purchase order placed pursuant to this section) acknowledge in writing its receipt of such Bulk Product and/or NPP Product purchase order. In the event Spectrum is manufacturing a new lot of product to meet Topotarget’s requirements, Spectrum will notify Topotarget within [***] ([***]) Business Days of Spectrum’s Third Party manufacturer accepting Spectrum’s purchase order that includes the amounts ordered by Topotarget and will include in such notice any adjustments made by such Third Party manufacturer to the quantity ordered by Topotarget or the delivery date therefor. Spectrum will not permit such Third Party manufacturer to make any adjustments to the quantity ordered by Topotarget or the delivery date specified by Topotarget for the Bulk Product if such quantity ordered or delivery date specified comply with the terms of this Section 5.6. Upon sending such notice, such purchase order, as modified pursuant to such notice, shall become a “Firm Order”, unless such notice modifies such purchase order such that the amount of Bulk Product and/or NPP Product ordered by Topotarget is increased by more than [***] percent ([***]%) or the delivery date of the ordered Bulk Product and/or NPP Product is delayed by more than [***] ([***]) days, in which case such purchase order, as modified, will not be a Firm Order unless accepted in writing by Topotarget. If no such notice is received by Topotarget within [***] ([***]) Business Days after Spectrum’s receipt of such purchase order, then Spectrum shall have been deemed to accept such purchase order and such purchase order will be deemed a Firm Order. Any purchase orders for Bulk Product and/or NPP Product submitted by Topotarget shall reference this Agreement and shall be governed exclusively by the terms contained herein. If there is any inconsistency or conflict between the terms and conditions of this Agreement and any provisions in any Bulk Product and/or NPP Product purchase order, invoice or similar document furnished by Topotarget or Spectrum to the other Party, the terms and conditions of this Agreement shall control except for matters of quality, in which case the Quality Agreement shall control. Notwithstanding the foregoing, if Spectrum wishes to combine its orders for Bulk Product and NPP Product with those of Topotarget for maximum cost efficiency/full lot quantities, Topotarget agrees to discuss in goo...

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. IDEC/Schering AG Supply Agreement 9 June 1999 7

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version 1 Execution of Agreement 7 Jan 2014 [***] 2 Completion of phase 1 and mutual sign-off of PDR, Reliability Program Plan, Acceptance Criteria and Shipping Criteria/ breadboard testing 31May 2014 [***] 3 Approval of Hardware Design Specification Documents 31 July 2014 [***] 4 Completion of phase 2 and delivery of first Prototypes for assay integration 31 Oct 2014 [***] 5 Acceptance of Prototypes 15 Dec 2014 [***] 6 Completion of phase 3 and delivery of first Validation instruments 31 Oct 2015 [***] 7 Acceptance of Validation instruments 31 Jan 2016 [***] 8 Completion of phase 4 and delivery of first series units for testing and documentation 31 July 2016 [***] Total Amount Due Euro

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version i. Milestone 8: Within a period not exceeding thirty (30) days following STRATEC’s declaration of production readiness QUOTIENT shall complete all of QUOTIENT’S procedures required and authorize STRATEC to release the Instrument into series production. If QUOTIENT declines to authorize STRATEC to release the Instrument into series production QUOTIENT is requested to provide STRATEC with a detailed written justification thereof and the procedure as outlined in Section k of this paragraph shall apply.

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version e. Milestone 4: Upon STRATEC’s completion of the prototype phase (Milestone 4) STRATEC shall provide QUOTIENT with a written notice thereof including evidence that Shipping Criteria have been met. Within ten (10) working days after QUOTIENT’S receipt of such notice QUOTIENT is requested to (i) release the shipment of the Instrument Prototype unit(s) or (ii) to decline STRATEC’s achievement of Shipping Criteria, providing STRATEC with a detailed written justification thereof. If QUOTIENT declines STRATEC’s achievement of Shipping Criteria the procedure as outlined in section (j) of this paragraph shall apply. If QUOTIENT releases the shipment of the Instrument Prototype unit(s) or fails to decline STRATEC’s achievement of Shipping Criteria within 10 working days after QUOTIENT’S receipt of STRATEC’s notice STRATEC shall be allowed to both ship the Instrument Prototype unit(s) and invoice QUOTIENT for the amount due. QUOTIENT shall remit Payment to STRATEC within thirty (30) days of receipt of the invoice.

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version cannot agree the rate for the license, it will be deemed to be [***] of the Transfer Price. The above mentioned licenses apply only to the Instrument as described in the Project Parameters and not to any other products (including successor products or derivatives).

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version b. STRATEC hereby grants to QUOTIENT, and if necessary, shall obtain for QUOTIENT at STRATEC cost from any third-party owning Third Party IP, paid-up licenses to use all Third Party IP rights necessary and in accordance with the agreed upon Instrument specifications for QUOTIENT to sell, and its customers to use, the Instrument. STRATEC warrants that it will use commercially reasonable efforts to avoid the need for the use of Third-Party IP in the Instrument instruments or development thereof; provided, however, that the Parties recognize that despite such efforts by STRATEC, Third-Party IP may be required and may be used and incorporated by STRATEC upon written notice to QUOTIENT and a reasonable opportunity to discuss available alternatives. Furthermore, in all cases where Third-Party IP is used, STRATEC guarantees that it shall obtain necessary licenses for use of such Third-Party IP in the development of the Instrument.

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version hereunder, neither Party is an agent, employee, employer, joint venturer or partner of the other Party. Neither Party shall enter into or incur, or hold itself out to any third party as having the authority to enter into or incur, on behalf of the other Party, any contractual expenses, liabilities or obligations whatsoever.

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version to an Affiliate or to a purchaser of substantially all of the assets of the business to which this Agreement relates without the prior consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assignees. No express waiver or any prior breach of this Agreement shall constitute a waiver of any subsequent breach hereof and no waiver shall be implied.