Dated 16 February 2012 QUOTIENT BIODIAGNOSTICS HOLDINGS LIMITED and PAUL COWAN SERVICE AGREEMENT Speechly Bircham LLP London EC4A 3LX Tel: +44 (0)20 7427 6400 Fax: +44 (0)20 7427 6600 Ref 344087Service Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
SUPPLY UMBRELLA AGREEMENTSupply Umbrella Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • England and Wales
This Supply Umbrella Agreement (this “Umbrella Agreement”), is made as of this 1st day of December 2004 (the “Effective Date”), by and between ALBA BIOSCIENCE (“Alba Bioscience”), a division of the SCOTTISH NATIONAL BLOOD TRANSFUSION SERVICE (hereinafter referred to as “SNBTS”) acting on behalf of THE COMMON SERVICES AGENCY constituted pursuant to the National Health Service (Scotland) Act 1978 (as amended) and having its principle place of business at Gyle Square, 1 South Gyle Crescent, Edinburgh, EH12 9EB, and ORTHO-CLINICAL DIAGNOSTICS INC., a corporation of the State of New York, having a business office at 1001 US Highway 202 North, Raritan, NJ 08869 (hereinafter referred to as “OCD”).
Quotient Biodiagnostics Holdings Limited SHAREHOLDERS AGREEMENTShareholder Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • Jersey
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of the 16 day of February, 2012, by and among Quotient Biodiagnostics Holdings Limited, a no par value liability company incorporated in Jersey, Channel Islands with registered number 109886 (the “Corporation”), each holder of the Corporation’s A Preference Shares (“Series A Preferred”) and B Preference Shares (“Series B Preferred” and together with the Series A Preferred, the “Preferred Stock”) listed on Schedule A hereto (the “Investors”), and the holders of the Corporation’s Ordinary Shares, A Deferred Shares, B Deferred Shares, C Deferred Shares, A Ordinary Shares and B Ordinary Share (collectively, the “Common Stock”) listed on Schedule B hereto (the “Key Holders” and together with the Investors, the “Shareholders”).
QUOTIENT BIODIAGNOSTICS HOLDINGS LIMITED - and - ROLAND BOYD SERVICE AGREEMENTService Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
LEASE ASSIGNMENT AGREEMENT dated December 9, 2009 relating to Building B1, Terre Bonne Park, 1262 Eysins (Switzerland) made by and among FidFund Management SA Mondelez Europe GmbH Quotient Suisse SA And Quotient LimitedLease Assignment Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
This lease assignment agreement (“Agreement”) is dated December 9, 2013, and entered into by and among (1) FidFund Management SA, chemin de Précossy 11, 1260 Nyon, Switzerland (“Landlord”), (2) Mondelez Europe GmbH, Lindebergh-Allee 1, 8152 Glattpark, Switzerland (“Assignor”), (3) Quotient Suisse SA, Rue du Grand-Chêne 2, c/o LexartisAvocats, 1003 Lausanne, Switzerland (“Assignee”) and (4) Quotient Limited, Elizabeth House, 9, Castle Street, St. Helier JE4 2QP. Jersey, Channel Islands (“Guarantor”, collectively with Landlord, Assignor and Assignee, “Parties” and each individually a “Party”).
First Amendment to the Development Agreement Between STRATEC Biomedical AG (“STRATEC”) Gewerbestr. 37, 75217 Birkenfeld, Germany and Quotient QS IP Ltd. (“QBD”), PO Box 1075, Elizabeth House, 9 Castle Street, St Helier JE4 2QP, Jersey, Channel Islands...Development Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
STRATEC DEVELOPMENT AGREEMENTDevelopment Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
THIS STRATEC DEVELOPMENT AGREEMENT is effective as of January 7th, 2014 (the “Effective Date”) and Is made by and between STRATEC Biomedical AG, a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (hereinafter referred to as “STRATEC”), and QBD (QS IP) Ltd, having its registered office at PO Box 1075, Elizabeth House, 9 Castle Street, St Helier JE4 2QP, Jersey, Channel Islands (hereinafter referred to as “QUOTIENT”, and both STRATEC and QUOTIENT are referred to as the Parties
Clause Page No 1. Definitions And Interpretation 1 1.1 Definitions 1 1.2 Interpretation 5 2. The Grant 7 2.1 The Grant 7 2.2 Break Option 7 3. Not Used 7 4. Tenants’ Monetary Obligations 7 4.1 Monetary Obligations 7 5. Tenants’ Non-Monetary...Lease • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
DALGLEN (NO.1062) LIMITED, (registered in Scotland, no. SC310584), having its registered office at Dalmore House, 310 St Vincent Street, Glasgow (who and whose permitted successors and assignees are hereinafter referred to as “the Tenants”)
MASTER SERVICES AGREEMENTMaster Services Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
This Master Services Agreement (“Agreement”), effective as of April 1, 2013 (“Effective Date”), is between Future Diagnostics BV, a Dutch Company having its registered office at Nieuweweg 279, 6603 BN Wijchen, The Netherlands (“Future”), and QBD (QSIP) Limited, having its registered office at Elizabeth House, 9 Castle Street, St Helier, Jersey JE4 2QP, Channel Islands, and its subsidiaries (“Client”). Client and Future may be referred to individually as a “Party,” and collectively as the “Parties.”
CREDIT, GUARANTY AND SECURITY AGREEMENTCredit, Guaranty and Security Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • Maryland
THIS CREDIT, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of December 6, 2013 (the “Closing Date”), by and among MIDCAP FUNDING V, LLC, a Delaware limited liability company (“MidCap”), as administrative agent (together with its successors and assigns, “Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), QUOTIENT BIODIAGNOSTICS, INC., a Delaware corporation (“Borrower”), the other Credit Parties listed on the signature pages hereof, provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ASSIGNMENT AGREEMENT OF THE SUPPLY UMBRELLA AGREEMENTAssignment Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
This Assignment Agreement (the “Assignment Agreement”) is made effective as of September 3, 2007 by and between ORTHO-CLINICAL DIAGNOSTICS INC., a corporation of the State of New York, having a business office at 1001 U.S. Highway 202, Raritan, New Jersey, 08869 (hereinafter referred to as “OCD”), and THE COMMON SERVICES AGENCY constituted pursuant to the National Health Service (Scotland) Act 1978 (as amended) and having its principal place of business at Gyle Square, 1 South Gyle Crescent, Edinburgh, EH12 9EB acting through its division the SCOTTISH NATIONAL BLOOD TRANSFUSION SERVICE (hereinafter referred to as “SNBTS”).
