Second Amendment to the Development Agreement

Exhibit 10.4

Between

STRATEC Biomedical AG (“STRATEC”) Xxxxxxxxxx. 00, 00000 Xxxxxxxxxx, Xxxxxxx

and

Quotient QS IP Ltd. (“QBD”), XX Xxx 0000, Xxxxxxxxx House, 0 Xxxxxx Xxxxxx, Xx Xxxxxx XX0 0XX, Jersey, Channel Islands

(hereinafter referred together as “Parties”)

WHEREAS on January, 7^st 2014 the Parties have signed a Development Agreement (“Development Agreement”) and on March 3^rd, 2014 the Parties have signed a First Amendment to the Development Agreement (“First Amendment”).

NOW, THEREFORE STRATEC and QBD hereby agree to amend the Development Agreement and the First Amendment in the following way:

2.2 a Payments by QUOTIENT:

The MILESTONE SCHEDULE and specifically the Milestones 6-8 shall be amended to read as follows:

MS	Development Milestone	Payment
1	Execution of Agreement	[***]
2	Completion of phase 1 and mutual sign-off of PDR, Reliability Program Plan, Acceptance criteria and Shipping criteria / breadboard testing	[***]
3	Approval of Hardware Design Specification Documents	[***]
4	Completion of phase 2 and delivery of first Prototypes for assay integration	[***]
5	Acceptance of Prototypes	[***]
6-1	Design Review with approval of build of Validation Instruments	[***]
6-2	Delivery of first Validation Instrument	[***]
6-3	Completion of Phase 3	[***]
7-1	Acceptance of Validation Instruments	[***]
7-2	Complete receiving of all ordered Validation Instruments	[***]
8-1	Delivery of first Series Units	[***]
8-2	Completion of Phase 4	[***]

All remaining terms and conditions set forth in the Agreement that are not amended hereby shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Second Amendment Effective Date.

[***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

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