Ortho Clinical Diagnostics Holdings plc (Form: 8-K, Received: 04/07/2022 16:12:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2022

ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC

(Exact name of Registrant as Specified in Its Charter)


England and Wales	001-39956	98-1574150
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Route 202, Raritan, New Jersey		08869
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (908) 218-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.00001 par value

OCDX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2022, in connection with the transactions contemplated by the Business Combination Agreement, dated December 22, 2021, by and among Ortho Clinical Diagnostics Holdings plc (the “Company”), Quidel Corporation (“Quidel”), Coronado Topco, Inc. (“Topco”) and other parties thereto (the “BCA”), the Company’s Compensation Committee approved an amendment to outstanding equity awards (other than for the individuals receiving the letter agreements described below) (the “Omnibus Amendment”). The Omnibus Amendment provides for the immediate vesting of unvested options in the event that the option holder’s service with the Company is terminated before or after the consummation of the transactions contemplated by the BCA (the “Closing”). In addition, pursuant to a letter agreement entered into on April 7, 2022, by and between the Company and Michael Schlesinger, the Company’s current Executive Vice President, General Counsel and Secretary, Mr. Schlesinger will vest 100% in his outstanding stock options upon a termination of his employment by the Company or an affiliate, including Topco, not for cause or by Mr. Schlesinger for good reason.

On April 3, 2022, the Company entered into a letter agreement with Christopher Smith, the Company’s current Chief Executive Officer, pursuant to which Mr. Smith’s outstanding performance-based restricted shares will vest as follows, without regard to the original share price vesting hurdles for such restricted shares:

•

39,385 shares will be forfeited for no consideration upon the Closing;

•

39,385 shares will vest on July 28, 2022 (or, if later, the Closing), 39,385 shares will vest on February 28, 2023 (or, if later, the Closing) and 39, 385 shares will vest on the one year anniversary of the Closing, in each case subject to Mr. Smith’s continued service with Topco or its affiliates through such date.

Additionally, the letter agreement with Mr. Smith provides that his 159,340 time-based restricted shares will continue to vest on September 9, 2022 in accordance with their terms subject to Mr. Smith’s continued service with Topco or its affiliates through such date. In the event that Mr. Smith is asked to leave the board of directors of Topco following the Closing, other than as a result of his voluntary resignation or termination or removal for cause, all restricted shares remaining outstanding and unvested will vest.

On April 3, 2022, Topco, a wholly owned indirect subsidiary of the Company, entered into an amended and restated Special Advisor Agreement (the “Restated Advisor Agreement”) with Christopher Smith, the Company’s current Chief Executive Officer. Prior to its restatement, the original Special Advisor Agreement with Mr. Smith, provided that upon and subject to the consummation of the transactions contemplated by the BCA, Mr. Smith will be engaged as a Special Advisor to Topco. The Restated Advisor Agreement provides that any unvested options held by Mr. Smith as of the Closing shall vest in full as of the Closing, and that all vested stock options shall remain exercisable for a period of three years following the Closing. In addition, the Restated Advisor Agreement modifies the original agreement to provide that Mr. Smith and his dependents may participate in the Company’s group health plans through December 31, 2022, if the terms of such group health plans permit their participation as of the Closing. For a period of one year following the Closing, the Company shall pay the same portion of Mr. Smith’s premiums for group health plan coverage (including COBRA coverage) as it does for full-time employees.

The foregoing description of the Omnibus Amendment, the letter agreements with Mr. Smith and Mr. Schlesinger, and the Restated Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the respective agreements, which are filed as Exhibit 99.1, 99.2, 99.3, and 99.4 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
99.1		Omnibus Amendment to Award Agreements, approved by the Compensation Committee on April 1, 2022
99.2		Letter Agreement dated April 7, 2022 between the Company and Michael Schlesinger
99.3		Letter Agreement dated April 3, 2022 between the Company and Christopher Smith
99.4		Amended and Restated Special Advisor Agreement dated April 3, 2022 between Christopher Smith and Coronado Topco, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination transaction among Quidel, the Company and Topco, on January 31, 2022, Topco filed a preliminary registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that contains

a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. The joint proxy statement/prospectus is not final and may be amended.

YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, THE COMPANY AND THE PROPOSED TRANSACTION.

The definitive joint proxy statement/prospectus will be mailed to Quidel’s stockholders and the Company’s shareholders when available. You can also obtain the joint proxy statement/prospectus, the definitive version (when it becomes available) and the other documents filed with the Commission free of charge at the Commission’s website, www.sec.gov. In addition, you may obtain free copies of the joint proxy statement/prospectus, the definitive version (when it becomes available) and the other documents filed by Quidel and the Company with the Commission by requesting them in writing from Quidel Corporation, 9975 Summers Ridge Road, San Diego, CA 92121, Attention: Investor Relations, or by telephone at 858-646-8023, or from Ortho Clinical Diagnostics Holdings plc, 1001 Route 202, Raritan, New Jersey 08869, Attention: Investor Relations, or by directing a written request to SVC Ortho-SVC@SARDVERB.com.

Quidel and the Company and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies. Information about Quidel’s directors and executive officers and their ownership of Quidel’s common stock is set forth in Quidel’s Annual Report on Form 10-K/A filed with the Commission on March 11, 2022. Information about the Company’s directors and executive officers and their ownership of the Company’s ordinary shares is set forth in the Company’s Annual Report on Form 10-K filed with the Commission on March 19, 2022. These documents may be obtained free of charge from the sources indicated above. Information regarding the identity of the potential participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and will be contained in other relevant materials when they are filed with the Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Ortho Clinical Diagnostics Holdings plc

Date: April 7, 2022	By:	/s/ Joseph M. Busky
	Name:	Joseph M. Busky
	Title:	Chief Financial Officer

EXHIBIT 99.1

ORTHO-CLINICAL DIAGNOSTICS HOLDINGS PLC

2021 EQUITY INCENTIVE PLAN

2014 Equity Incentive Plan

OMNIBUS AMENDMENT TO AWARD AGREEMENTS

This Omnibus Amendment to Award Agreements (the “Amendment”) amends those outstanding award agreements described below (the “Award Agreements”) relating to share option awards, restricted share units and restricted shares (each an “Award”) granted by Ortho Clinical Diagnostics Holdings plc or its predecessors (the “Company”) under the Company’s 2014 Equity Incentive Plan or the Company’s 2021 Equity Incentive Plan (each a “Plan” and together, the “Plans”). Capitalized terms not defined herein shall have the meanings set forth in the respective Plan. This Amendment does not, however, amend the terms of, and does not apply to, any Award that is covered by an individual amendment or similar agreement addressing the impact of the Combinations (as defined below) thereon.

WHEREAS, the Company has entered into a Business Combination Agreement by and among Quidel Corporation, Coronado Topco, Inc. (“Topco”), the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021 (the “BCA”) and the transaction contemplated thereby, the “Combinations”);

WHEREAS, the BCA permits the Company to take certain actions with respect to outstanding equity awards, including the accelerated vesting of outstanding unvested awards upon a termination without cause;

WHEREAS, the Plans reserve to the Company the authority to provide that awards made under the Plan shall become vested upon certain conditions;

WHEREAS, the Company desires to amend the terms of the Award Agreements to provide that the Award granted thereby shall vest immediately and in full in the event that the holder’s employment or other service is terminated without cause, whether before, on or after the consummation of the Combinations;

NOW, THEREFORE, the Award Agreements shall be amended as follows, effective as of the date this Amendment is approved by the Compensation Committee of the Company’s Board of Directors (the “Board”) :

1. Amendment of Option Agreements. The following provision is hereby incorporated into each Award Agreement providing for the award of an option under either of the Plans:

“The Award shall become vested and, if applicable, exercisable in full upon the Optionee’s Termination of Service by the Company or any of its Affiliates without Cause whether before, on or after the consummation of the transactions contemplated by that certain Business Combination Agreement by and among Quidel Corporation, Coronado Topco, Inc., the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021.”

2. Impact of Termination of the BCA. In the event the BCA is terminated for any reason prior to the consummation of the Combinations, this Amendment shall be null and void and of no further force or effect, provided, however, that the termination of BCA shall not impact the vesting of any Award that has previously vested in accordance with the terms of this Amendment and such previously vested Award(s) shall remain vested.

3. Awards held by Non-Employee Directors. For the avoidance of doubt, the members of the Company’s board of directors (other than the Company’s Chief Executive Officer) who are not appointed to the board of directors of Topco upon the closing of the Combinations will be deemed to have incurred a Termination of Service by the Company without Cause and all Awards held by such members of the Company’s board of directors shall become vested in accordance with the terms of this Amendment.

4. Parachute Payment. The following provision is hereby incorporated into each Award Agreement providing for an Award under the Company’s 2014 Equity Incentive Plan:

“Notwithstanding any provision in the Plan to the contrary, Section 10(l) of the Plan shall not apply to any holder of an Award thereunder without the written consent of such holder.”

5. Full Force and Effect. To the extent not expressly amended hereby, the Award Agreements remain unchanged and in full force and effect.

[Signature Page Follows]

In witness whereof, this Amendment is hereby executed on behalf of the Company as of the date below.

COMPANY:

Ortho Clinical Diagnostics Holdings plc

By: /s/ Joseph M. Busky

Name: Joseph M. Busky

Title: Chief Financial Officer

Date: April 1, 2022

ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC

EXHIBIT 99.2

April 7, 2022

Michael Schlesinger

Re: Restricted Stock Unit Agreement and Option Agreement Amendment

Dear Michael:

Reference is made to those certain option award agreements (the “Option Agreements”) between you and Ortho Clinical Diagnostics Holdings PLC (f/k/a Ortho-Clinical Diagnostics Bermuda Co. Ltd.) (the “Company”), pursuant to which you were granted options to purchase shares of Company common shares (“Options”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2021 Plan, the “Plans”). Capitalized terms not otherwise defined herein have the meaning set forth in the Option Agreements. Notwithstanding the terms of the Option Agreements, this letter hereby amends the Option Agreements to provide for the following:

•

All unvested Options will vest in full in the event that your employment with the Company or an affiliate or successor thereof, including but not limited to Coronado Topco, Inc. (“Topco”) is terminated by the employer without Cause (as defined in the 2021 Plan) or by you for Good Reason (as defined below).

•

For purposes of this letter, your termination of employment will be for “Good Reason” if you resign within ninety (90) days after any of the following events, unless you consent in writing to the applicable event: (i) a decrease in your annual base salary or target bonus, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in your authority or areas of responsibility as are commensurate with your title or position, or (iii) the Company’s material breach of any material agreement with you. Notwithstanding the foregoing, no Good Reason will have occurred unless and until you have: (a) provided the Company, within 60 days of your knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice.

•

For the avoidance of doubt, “Good Reason” shall include the failure to appoint you as the General Counsel or Chief Legal Officer of Topco following the consummation of the transactions contemplated by that certain Business Combination Agreement by and among Quidel Corporation, Topco, the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021. For the avoidance of doubt, upon a termination of employment for Good Reason (as defined herein) you will receive the severance and other payments and benefits as set out in your employment agreement with the Company dated May 22, 2014), subject to the terms and conditions thereof.

•

Notwithstanding any provision in the 2014 Plan to the contrary, Section 10(l) of the 2014 Plan shall not apply to any Award you hold thereunder without your written consent.

Except as described above, all other terms and conditions of the Option Agreements remain unchanged. This letter, the Plans, and the Option Agreements (each such agreement as modified by this letter) constitute the entire agreement between you and the Company regarding the Option Agreements, and supersede in

ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC

their entirety all prior undertakings and agreements between you and the Company regarding the Option Agreements.

To accept the amendment to the Option Agreements as described in this letter, please sign and date this letter where indicated below and return a copy to the Company.

If you have any questions, please do not hesitate to contact me.

Sincerely,

Ortho Clinical Diagnostics Holdings plc

/s/ Joseph M. Busky

Name: Joseph M. Busky

Title: CFO

Agreed and Accepted:

/s/ Michael Schlesinger

Name: Michael Schlesinger

Date: April 7, 2022

EXHIBIT 99.3

April 3, 2022

Christopher Smith

Re: Restricted Stock Agreement Amendment

Dear Chris:

This letter sets forth our agreement with respect to certain terms and conditions of your outstanding restricted shares previously granted under the Company’s 2014 Equity Incentive Plan (the “Plan”). This letter does not address the terms and conditions of your outstanding stock options, which are addressed in that certain Special Advisor Agreement previously entered into between you and Coronado Topco, Inc. (“Topco”) (as it may be amended from time to time, the “Advisor Agreement”).

In the event the Transaction Closing (as defined below) does not occur for any reason, this letter shall be null and void ab initio and shall have no force or effect.

Performance Based Restricted Shares

Reference is made to that certain Restricted Stock Agreement Grant Notice (“Restricted Stock Agreement”) between you and a predecessor to Ortho Clinical Diagnostics Holdings PLC (the “Company”) dated September 30, 2020, pursuant to which you were granted 200,000 restricted shares (“Performance-Based Restricted Shares”) under the Plan. Capitalized terms not otherwise defined herein have the meaning set forth in the Restricted Stock Agreement or the Plan, as applicable. The Performance-Based Restricted Shares were adjusted in connection with the Company’s initial public offering and related restructuring transaction and as of the date hereof 159,340 Performance-Based Restricted Shares (consisting of the Third Tranche Limited Shares, the Fourth Tranche Limited Shares, the Third Tranche Unlimited Shares and the Fourth Tranche Unlimited Shares) remain unvested. Section 2.2(a) of the Restricted Stock Agreement provides that the Restricted Shares will vest upon a Change in Control that occurs after the date of an IPO if the consideration paid in the Change in Control exceeds certain share prices (the “Vesting Hurdles”).

Further reference is made to that certain Business Combination Agreement by and among Quidel Corporation, Topco, the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021 (the “BCA” and the transactions contemplated therein, the “Combinations”).

Notwithstanding the terms of the Restricted Stock Agreement, this letter hereby amends the vesting provisions of the Restricted Stock Agreement to provide for the following, provided in each case that the applicable Vesting Hurdle is not attained at the time of the Combinations.

•

Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Fourth Tranche Unlimited Shares (39,385 shares) shall be forfeited for no consideration upon the consummation of the Combinations (the “Transaction Closing”).

•

Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Third Tranche Limited Shares (39,385 shares) shall vest on July 28, 2022 (or, if later, the date of the Transaction Closing), subject only to your continued service with Topco or its Affiliates in any capacity, whether as a member of Topco’s board of directors, as a special advisor to Topco (whether pursuant to that certain Special Advisor Agreement entered into between you and Topco, as it may be amended from time to time, or otherwise), or otherwise (any such form of service is referred to

herein in “Topco Service”) through such vesting date. For the avoidance of doubt, the share price Vesting Hurdle shall not apply.

•

Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Fourth Tranche Limited Shares (39,385 shares) shall vest on February 28, 2023 (or, if later, the date of the Transaction Closing), subject only to your continued Topco Service through such vesting date. For the avoidance of doubt, the share price Vesting Hurdle shall not apply.

•

Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Third Tranche Unlimited Shares (39,385 shares) shall vest on the one year anniversary of the Transaction Closing, subject only to your continued Topco Service through such vesting date. For the avoidance of doubt, the share price Vesting Hurdle shall not apply.

•

In the event that you are removed from or asked to leave the board of directors of Topco following the Transaction Closing, other than your voluntary resignation or termination or removal for Cause (as such term is defined in your Employment Agreement (as defined below)), then all Performance-Based Restricted Shares that are then outstanding and unvested (excluding, for the avoidance of doubt, the Fourth Tranche Unlimited Shares) shall vest in full immediately upon such removal.

Time-Based Restricted Shares

Reference is made to that certain Restricted Stock Agreement Grant Notice (the “Time-Based Agreement”) under the 2014 Plan, pursuant to which you were granted restricted shares with time-based vesting (the “Time-Based Shares”). As of the date hereof, 159,340 Time-Based Shares are scheduled to vest on September 9, 2022. The Company hereby confirms that in accordance with the terms of the Time-Based Agreements, the Time-Based Shares will continue to vest according to the terms of such agreements subject to your Topco Service through such vesting date. For the avoidance of doubt, the foregoing does not reflect a change to the existing provisions of the Time-Based Agreement.

The Company further agrees that in the event that you are removed from or asked to leave the board of directors of Topco following the Transaction Closing, other than your voluntary resignation or termination or removal for Cause (as such term is defined in your Employment Agreement), then all Time-Based Shares that are then outstanding and unvested shall vest in full immediately upon such removal.

Restrictive Covenants

Reference is made to your amended and restated Employment Agreement with the Company dated as of January 18, 2021 (the “Employment Agreement”). In connection with the Combinations and in consideration for the amendments to the Restricted Stock Agreement and the Time-Based Agreement set forth herein and for the confidential information to be provided to you by the Company, Topco and the other parties to the BCA, the Company deems it to be valuable and desirable for the Company and Topco to obtain from you an extension to the duration of your non-competition covenants as set forth in your Employment Agreement. Therefore in consideration of the foregoing and for other good and valuable consideration, you agree that for purposes of Section 5 of the Employment Agreement (Competition), the Restriction Period (as such term is defined in the Employment Agreement) shall continue during your period of Topco Service and shall continue until and end on the date that is two years after the last day of your Topco Service. Section 5 (Competition) as modified hereby, Section 8 (Injunctive Relief) and Section 11(k) (Enforcement) of the Employment Agreement are deemed incorporated herein. For purposes of the application of Section 5 of the Employment Agreement following the Transaction Closing, the “Business” as defined in the Employment Agreement shall encompass only those aspects of the Company’s business as it exists prior to the Transaction Closing. The Company also agrees that your service as a member of the board of directors of or in a similar capacity with Osler Diagnostics shall not constitute a violation of the non-competition terms hereof or of your Employment Agreement.

Except as described above, all other terms and conditions of the Restricted Stock Agreement, the Time-Based Agreement and the Employment Agreement remain unchanged. This letter, the Plan, and the Restricted Stock Agreement and Time-Based Agreement (as modified by this letter) constitute the entire agreement between you and the Company regarding the Restricted Stock Agreement and the Time-Based Agreement, and supersede in their entirety all prior undertakings and agreements between you and the Company regarding the Restricted Stock Agreement and the Time-Based Agreement.

To accept the amendment to the Restricted Stock Agreement and the Time-Based Agreement and the extension of the Competition provisions of the Employment Agreement as described in this letter, please sign and date this letter where indicated below and return a copy to the Company.

If you have any questions, please do not hesitate to contact me.

Sincerely,

Ortho Clinical Diagnostics Holdings plc

/s/ Joseph M. Busky

Name: Joseph M. Busky

Title: Chief Financial Officer

Agreed and Accepted:

/s/ Christopher Smith

Christopher Smith

Date: April 3, 2022

EXHIBIT 99.4

AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT

THIS AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT (this “Agreement”) is made and entered as of April 3, 2022 (the “Effective Date”), by and between Coronado Topco, Inc., a Delaware corporation (the “Company”), and Christopher Smith, an individual (“Smith”).

BACKGROUND

On December 22, 2021, the Company entered into a Business Combination Agreement (the “BCA”) by and among the Company, Ortho Clinical Diagnostics Holdings plc (“Ortho”), Quidel Corporation (“Quidel”) and certain other parties, which provides for the acquisition of Quidel and Ortho by the Company (the “Transaction”).

Smith currently serves as the Chairman and Chief Executive Officer of Ortho.

The Company desires that Smith cease to serve as Chief Executive Officer and commence service as Special Advisor (as defined below) effective upon the consummation of the transactions contemplated by the BCA (the “Closing Date”).

Smith has previously entered into an amended and restated Employment Agreement with Ortho or one of its subsidiaries or predecessors, dated as of January 18, 2021 (the “Employment Agreement”).

Smith has specialized knowledge regarding Ortho, its business, and its industry and has played a lead role and made significant contributions to the development and execution of Ortho‘s successful business strategies during his tenure as its Chairman and Chief Executive Officer, and the Company desires to retain the services of Smith to provide support to the executive management team of the Company, including its Chairman and Chief Executive Officer, after the Closing Date (the “Special Advisor Services”).

The Company and Smith previously entered into that certain Special Advisor Agreement, dated February 15, 2022 (the “Original Agreement”), to confirm their understandings as to the terms and conditions of Smith’s service to Ortho, Quidel and the Company after the Closing Date and each party’s commitments and obligations through the Term (as defined below).

The Company and Smith are entering into this amended and restated Agreement to modify certain terms and conditions of the Original Agreement related to the Special Advisor Services.

AGREEMENT

Service as Special Advisor. Effective upon the Closing Date, Smith shall terminate from all services as an employee and resign from his current role as Chief Executive Officer of Ortho and all officer positions with the Company, Ortho and their affiliates. As of the Closing Date, Smith shall become a member of the board of directors of the Company (the “Board”). In addition, from and after the Closing Date, and during the Term, Smith shall serve as a non-employee special advisor of the Company (in such capacity, the “Special Advisor”), pursuant to which he will provide the Special Advisor Services as may be reasonably requested by the Chairman of the Company from time to time, including answering questions and/or assisting with projects. Unless earlier terminated pursuant to this Agreement, Smith will remain in the position of Special Advisor until the end of the Term. Smith agrees to dutifully provide the Special Advisor Services to the best of his ability and at such locations and times as mutually agreed by Smith and the Company. In the role of Special Advisor, Smith shall be an independent contractor of the Company and shall not be considered an employee of the Company, Quidel, Ortho or any of their affiliates and Smith shall be permitted to engage in outside employment or service engagements in Smith’s sole and absolute discretion provided they do not violate Smith’s obligations under Section 9 below. For the avoidance of doubt, Smith’s service on the board of directors of or in a similar capacity with Osler Diagnostics shall not be deemed to violate Smith’s obligations under the non-competition provisions of Section 9 below. It is anticipated that Smith’s time commitment providing the Special Advisor Services hereunder will not exceed 19.99% of his average level of services to Ortho and its affiliates over the three year period prior to the Closing Date, such that Smith will incur a Separation from Service (as defined in the Employment Agreement) on the Closing Date.

Term. Smith shall provide the Special Advisor Services from the Closing Date until the first anniversary of the Closing Date, unless extended by mutual agreement of the parties or earlier terminated in accordance with the provisions hereof (the “Term”). In the event the BCA is terminated prior to the Closing Date, this Agreement shall be null and void ab initio.

Remuneration. Subject to the terms and conditions herein, in consideration of Smith’s performance of the Special Advisor Services, during the Term the Company shall pay Smith an “Advisor Fee” at a rate of $52,083 per month, paid monthly in arrears. The Advisor Fee shall be in addition to any compensation which Smith may be entitled to receive as a non-employee member of the Board, pursuant to the regular non-employee director compensation programs of the Company as in effect from time to time.

Benefits. Through the earlier of the termination of this Agreement and December 31, 2022 (the “Active Coverage Period”), Smith and his spouse and covered dependents shall be eligible to participate in the group health plans of Ortho providing medical and prescription drug coverage, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time (the “Company Health Plan”), but solely if and to the extent Smith is eligible to do so as a non-employee under the terms of the Company Health Plan as of the Closing, and if Smith is not so eligible for coverage, then the Company shall have no further obligations and the Active Coverage Period shall terminate. The Company shall pay the cost of such coverage under a Company Health Plan during the Active Coverage Period on the same basis as and to the extent of the cost for active full-time employee participants in such plan, provided, however, that Smith acknowledges that Smith may incur taxable compensation income on the Company-paid portion of any premiums under the Company Health Plan (and shall pay any portions in excess of the cost for active full-time employee participants) and that Smith may not be permitted to pay the employee-paid portion of such premiums with pre-tax dollars. Effective as of the end of the Active Coverage Period, Smith and his spouse and covered dependents shall be eligible for 18 months of COBRA continuation coverage (or COBRA equivalent) under the healthcare plans of the Company or one of its affiliates (the “Continued Coverage Period”). During the period

from the end of the Active Coverage Period until the date that is 12 months following the Closing Date, the Company shall pay the cost of such COBRA coverage on the same basis as group health plan coverage is provided to active full-time employee participants, provided, however, that Smith acknowledges that Smith may incur taxable compensation income on the Company-paid portion of any COBRA premiums and that Smith may not be permitted to pay the employee-paid portion of such premiums with pre-tax dollars. For the remainder of the Continued Coverage Period, the cost of any group health plan coverage shall be borne solely by Smith. Smith acknowledges and agrees that the benefits described in this paragraph are in full satisfaction of any obligation of Ortho or the Company to provide post-employment group health plan coverage and/or premium support pursuant to Section 4(b)(ii) of the Employment Agreement. Notwithstanding the foregoing, the Company shall have no further obligations under this Section 4 from and after the date that Smith becomes eligible to receive healthcare coverage from a subsequent employer. In addition, in no event shall Smith be eligible to participate in any other benefit, severance plan or program of Ortho or the Company or any affiliate thereof during the Term or thereafter, except as otherwise specifically provided in this Agreement.

Equity Awards. The Company acknowledges and agrees that notwithstanding any provision of any applicable equity incentive plan or stock option agreement, upon the Closing Date, Smith shall vest 100% in all unvested stock option awards (time and performance based vesting options) previously granted to Smith by Ortho and assumed by the Company in the Transaction (the “Options”). Notwithstanding any provisions of any applicable equity incentive plan or stock option agreement to the contrary, the Options shall be exercisable for a period of three years following the Closing Date and shall terminate and expire at the end of such period. The Options shall not be subject to earlier termination or expiration on account of Smith’s termination of service with the Company or any its affiliates, but shall otherwise remain subject to the adjustment and termination provisions of the applicable equity incentive plan.

Expenses. The Company shall reimburse Smith for all reasonable out-of-pocket and travel and travel-related expenses incurred by Smith in connection with his performance of the Special Advisor Services under this Agreement to the extent such expenses are documented and submitted for approval in accordance with the Company’s expense reimbursement policies as in effect from time to time for executives of the Company.

Independent Contractor. Smith acknowledges that during the Term he will be an independent contractor and not an employee the Company, Quidel, Ortho or any of their affiliates. Smith shall be responsible for all taxes attributable to the Advisor Fee and any other remuneration Smith receives for services as a member of the Board. Nothing herein contained shall be deemed to constitute a partnership between or a joint venture by Smith and the Company, Quidel or Ortho or any of their affiliates, nor shall anything herein contained be deemed to constitute the appointment of Smith as the agent of the Company, Quidel, Ortho or any of their affiliates.

Severance. Pursuant to Section 4(b)(i) of the Employment Agreement, the Company acknowledges and agrees that Smith is entitled to severance payments in an amount equal to $2,500,000 (the “Severance”), which severance payments shall commence upon the Closing Date and be paid in accordance with the terms of Section 4(b)(i) of the Employment Agreement, subject to the provisions of Section 11(m) of the Employment Agreement, which are deemed incorporated herein. Notwithstanding the foregoing, Smith’s entitlement to the Severance shall be subject to Smith’s execution, within 21 days after the Closing Date, and non-revocation of the Release (as defined in the Employment Agreement).

Restrictive Covenants. During the Term, Smith shall continue to be subject to the provisions of Section 5 (Competition), Section 6 (Nondisclosure of Proprietary Information) and Section 7 (Inventions) of the Employment Agreement, which are deemed incorporated herein. Section 8 (Injunctive

Relief) and Section 11(k) (Enforcement) of the Employment Agreement are also deemed incorporated herein. For purposes of this Agreement, the Restriction Period (as such term is defined in the Employment Agreement) for purposes of Section 5 of the Employment Agreement (Competition), shall end on the later of (1) the one-year anniversary of the Closing Date, and (2) the expiration of the Term. Nothing in this Agreement shall limit the duration of any non-competition covenant contained in any other agreement entered into between Smith and the Company, Ortho or any of their affiliates, including the Restricted Stock Agreement Amendment, between the Company and Smith dated the date hereof.

10.

Early Termination. This Agreement and the Term may only be terminated by the Company as a result of Smith’s death or Disability (as defined in the Employment Agreement), for Cause (as defined in the Employment Agreement) or in the event of a material breach of this Agreement by Smith, in each case, on 30 days’ advance written notice to Smith (or immediately in the case of Smith’s death), subject to (other than in the case of death or Disability) the notice and cure provisions set forth in the definition of Cause in the Employment Agreement. Smith may terminate this Agreement at any time with notice for any or no reason. In connection with an early termination pursuant to this Section 10, the Advisor Fee shall be paid through the month of termination and the Severance shall be paid in full in accordance with Section 8.

11.

Entire Agreement; Amendment. This Agreement, the relevant provisions of the Employment Agreement as and to the extent referenced herein and the agreements with Ortho governing the Equity Awards set forth the entire agreement between the parties pertaining to the subject matter hereof, whether written or oral, and fully supersede any and all understandings between the parties pertaining to the subject matter hereof. This agreement shall control over any conflicting term in any agreement governing the Equity Awards. Smith acknowledges that no representations, inducements, promises or agreements have been made, orally or otherwise, by the Company, Ortho, Quidel or any of their affiliates, or anyone acting on their behalf, that are not set forth herein. The parties agree that no amendment or modification of this Agreement shall be effective unless it is in writing signed by both parties (and approved by Quidel, to the extent required under Section 12(j)).

12.

Miscellaneous.

Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail to Smith’s residence in the case of Smith or to its principal office in the case of the Company.

Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold, it being understood that the Company does not presently intend to withhold any amounts of tax from the Advisor Fee or any other remuneration Smith receives for services as a member of the Board.

Indemnification; D&O Coverage. During the Term and with respect to Smith service as a member of the Board, the Company shall include Smith in its Directors and Officer’s liability coverage. During the Term and thereafter the Company shall further indemnify Smith with respect to the Special Advisor Services to the same extent as the Company’s executive officers under the Company’s form of officer indemnification agreement (determined as if Smith were an executive officer of the Company during the Term, and subject to the terms and conditions of such agreement) against actions, claims, demands, suits, proceedings, liabilities, expenses, including attorneys’ fees, sums of money, damages, and costs.

Waiver. The waiver of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement. No waiver shall be valid unless in writing and executed by the party to be charged therewith.

Severability/Modification. In the event that any clause or provision of this Agreement shall be determined to be invalid, illegal or unenforceable, such clause or provision may be severed or modified to the extent necessary, and, as severed and/or modified, this Agreement shall remain in full force and effect to the maximum extent permitted by law.

Assignment. This Agreement is personal to Smith and may not be assigned by Smith. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

Arbitration. Any dispute arising out of this Agreement, including related to the Special Advisor Services, shall be resolved exclusively by final and binding arbitration before a single arbitrator, in San Diego, California pursuant to the rules of JAMS. Judgment upon any such arbitration award may be entered by any state or federal court of competent jurisdiction. In the event either party to this Agreement initiates any arbitration action or proceeding in connection with enforcement of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs and attorney’s fees from the non-prevailing party.

Governing law and Jurisdiction. This Agreement shall be interpreted, construed, and enforced under the internal laws of the State of California. The courts and authorities of the State of California shall have sole jurisdiction and venue for purposes of enforcing the arbitration agreement above.

Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together constitute one in the same agreement.

Third Party Beneficiaries. Quidel is an express third-party beneficiary of this Agreement, and prior to the Closing Date, this Agreement may not be amended or terminated without the written consent of Quidel. Except as set forth in the foregoing sentence, there are no third-party beneficiaries of this Agreement.

Smith Acknowledgement. Smith acknowledges that Smith has read and understands this Agreement, has consulted with legal and tax advisors as to the effect and consequences of entering into this Agreement, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Smith’s own judgment.

[Signature Page Follows]

IN WITNESS, WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.

CORONADO TOPCO, INC.

/s/ Joseph M. Busky

Name: Joseph M. Busky

Title: Chief Financial Officer

CHRISTOPHER SMITH

/s/ Christopher Smith