Quotient Ltd (Form: 8-K, Received: 12/06/2018 06:08:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2018

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

001-36415

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 011-41-22-716-9800

n/a

(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 to the registrant under any of the following provisions:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01. Entry into a Material Definitive Agreement.

On December 4, 2018, Quotient Limited (the “Company” or “we”, “us” and “our”) received the requisite consents from all of the holders (the “Consenting Holders”) of its outstanding $120.0 million aggregate principal amount of 12% Senior Secured Notes due 2023 (the “Notes”) to amend the indenture, dated as of October 14, 2016 (the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), governing the Notes.

The Consenting Holders unanimously consented to proposed amendments to the Indenture (the “Proposed Amendments”), including a six-month extension of the final maturity of the Notes to April 2024 and a revision of the Notes’ principal amortization (currently scheduled to commence semi-annually beginning April 2019) to commence April 2021, in order to better align the maturity and amortization schedule with the Company’s financial goals. The revised amortization schedule will defer approximately $39.6 million of principal amortization currently scheduled to occur between April 2019 and April 2021. In addition, the Proposed Amendments include a one-year extension of the optional redemption call schedule to October 2022.

In consideration for the consents to the Proposed Amendments, the Company has agreed to pay to the Consenting Holders a one-time consent payment (the “Consent Payment”) of $32.50 per $1,000 principal amounts of Notes and to issue to the Consenting Holders pursuant to certain royalty rights agreements described in more detail below the right to receive, in the aggregate, a payment equal to 1% of the aggregate net sales of MosaiQ instruments and consumables in specified markets, which will effectively increase the aggregate amount of the royalty rights that were previously issued by the Company in connection with the prior issuances of the Notes from 2% to 3%.

The Proposed Amendments will not become operative until certain conditions are satisfied, as described in more detail below.

First Supplemental Indenture

On December 4, 2018, the Company, the Guarantors, the Trustee and the Collateral Agent entered into a first supplemental indenture (the “Supplemental Indenture”), to amend the Indenture and modify the terms of the Notes as follows:

Maturity Date. The new maturity date of the Notes will be April 15, 2024.

Amortization Schedule. The new principal amortization schedule of the Notes will be as follows:


Payment Date	Amount*
April 15, 2021	$	10,000,000
October 15, 2021	$	10,000,000
April 15, 2022	$	15,000,000
October 15, 2022	$	20,000,000
April 15, 2023	$	20,000,000
October 15, 2023	$	20,000,000
April 15, 2024	$	25,000,000

* Amounts reflected in the table are based on the $120.0 million aggregate principal amount of the Notes outstanding.

Redemption Price for Optional Redemption. During the periods specified below, the new redemption prices for Notes redeemed pursuant to the optional redemption provisions of the Indenture (as supplemented by the Supplemental Indenture) will be as follows:


Period	Redemption Price
From and including October 14, 2018 to and including October 13, 2019		112.00	%
From and including October 14, 2019 to and including October 13, 2020		112.00	%
From and including October 14, 2020 to and including October 13, 2021		106.00	%
From and including October 14, 2021 to and including October 13, 2022		103.00	%
From and including October 14, 2022 and thereafter		100.00	%

Additional Notes. The Proposed Amendments will increase the limit on the aggregate principal amount of Notes that can be issued under the Indenture from $120.0 million to up to $145.0 million. This additional $25.0 million aggregate principal amount of Notes may be issued following the European CE marking of the Company’s initial MosaiQ IH Microarray, subject to the consent of the Jersey Financial Services Commission to the issue of such additional Notes.

Waiver Related to Asset Sale Covenant. As previously disclosed, on March 23, 2018, the Company completed a sale/leaseback transaction of its recently completed Biocampus facility located near Edinburgh, Scotland (the “Biocampus Sale/Leaseback Transaction”). The Proposed Amendments include a waiver of the Company’s obligations to use the net proceeds from the Biocampus Sale/Leaseback Transaction in accordance with the Indenture’s asset sale covenant (which restricts the Company’s ability to use such net proceeds for operating expenses) and to make any offer to repurchase the Notes with such proceeds.

Operative Time of Proposed Amendments. The Supplemental Indenture became effective on December 4, 2018, but the Proposed Amendments (including the waiver described above) will not become operative until the Depository Trust Company issues certain proxies formally confirming the Consenting Holders’ ability to act as record holders of the Notes, the Company pays in full the Consent Payment and the Company and each of the Consenting Holders enter into the related royalty rights agreements. The Company expects to pay the Consent Payment and enter into the royalty rights agreements promptly following the receipt of such proxies, which the Company expects to occur by December 31, 2018.

The description of the Supplemental Indenture contained herein is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Royalty Rights

As discussed above, in consideration for the consents to the Proposed Amendments the Company has agreed to enter into royalty rights agreements substantially in the form filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Consent Royalty Rights Agreements”) with each of the Consenting Holders, pursuant to which the Company will issue to such holders the right to receive, in the aggregate, a payment equal to 1.0% of the aggregate net sales of MosaiQ instruments and consumables in the donor testing market in the European Union and the

United States (the “Consent Royalty Rights”). Except as described herein, the Consent Royalty Rights Agreements will be otherwise substantially identical to the Royalty Rights Agreements (as defined in the Company’s Current Report on Form 8-K filed October 14, 2016) and the Additional Royalty Rights Agreements (as defined in the Company’s Current Report on Form 8-K filed June 29, 2018) and will include other terms and conditions customary in agreements of this type.

The Consent Royalty Rights Agreements will provide, and will amend each of the Royalty Rights Agreements and the Additional Royalty Rights Agreements to provide, that royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of MosaiQ consumables in the donor testing market in the European Union or the United States and ending on the last day of the calendar quarter in which the eighth anniversary of the first contract date occurs.

The description of the Consent Royalty Rights Agreements contained herein is qualified in its entirety by reference to the form of Consent Royalty Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 relating to the Supplemental Indenture is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 4, 2018, the Company announced the receipt of consents to the Proposed Amendments. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01 Other Events.

The Company is including in this Current Report on Form 8-K as Exhibit 99.2 an immaterial amendment to the TTP Intellectual Property Rights Agreement, dated March 3, 2014 (as amended on March 28, 2016), between The Technology Partnership plc and QBD (QS-IP) Limited. The provisions of this amendment are reflected in the summaries of this agreement included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 (filed with the Securities and Exchange Commission on May 30, 2018), but this amendment was inadvertently not filed as an exhibit thereto.

The Company is also including in this Current Report on Form 8-K as Exhibit 99.3 an immaterial amendment to the STRATEC Supply and Manufacturing Agreement, dated April 1, 2014, between STRATEC Biomedical AG and QBD (QS-IP) Limited. The provisions of this amendment are reflected in the summaries of this agreement included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 (filed with the Securities and Exchange Commission on May 30, 2018), but this amendment was inadvertently not filed as an exhibit thereto.

Item 9.01. Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report.


Exhibit		Description

4.1		First Supplemental Indenture, dated as of December 4, 2018, among the Company, the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee and collateral agent.

10.1		Form of Royalty Rights Agreement.

99.1		Press Release of the Company issued on December 4, 2018.

99.2+		Second Amendment to TTP Intellectual Property Rights Agreement, dated April 24, 2017, between The Technology Partnership plc and QBD (QS-IP) Limited.

99.3+		First Amendment to STRATEC Supply and Manufacturing Agreement, dated December 19, 2016, between STRATEC Biomedical AG and QBD (QS IP) Limited.

⁺	The Company has omitted portions of the referenced exhibits pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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

December 4, 2018


QUOTIENT LIMITED

By:		/s/ Christopher Lindop
		Name: Christopher Lindop
		Title: Chief Financial Officer

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (this “ Supplemental Indenture ”), is entered into as of December 4, 2018, among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands with an address at Elizabeth House, 9 Castle Street, St. Helier, JE2 3RT Jersey, Channel Islands (the “ Issuer ”), the Guarantors party hereto, and U.S. Bank National Association, as trustee (the “ Trustee ”) and as collateral agent (the “ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS , the Issuer, the Guarantors party thereto, the Trustee and the Collateral Agent executed and delivered an Indenture, dated as of October 14, 2016 (the “ Indenture ”), pursuant to which, on October 14, 2016, the Issuer issued an initial US$84,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due 2023 (the “ Original Securities ”);

WHEREAS , on March 23, 2018, Quotient Biocampus Limited (the “ Biocampus Guarantor ”), a Guarantor, consummated a Sale/Leaseback Transaction in respect of the approximately 92,000 square foot manufacturing, laboratory and office facility at the Midlothian Biocampus near Edinburgh, Scotland pursuant to which the Biocampus Guarantor received approximately £10.9 million in net proceeds from the sale of such facility (after deducting an initial rental deposit of £3.6 million and other transaction costs) (the “ Biocampus Sale/Leaseback Transaction ”);

WHEREAS , pursuant to the terms of the Indenture, on June 29, 2018, the Issuer issued an additional US$36,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due 2023 (the “ Additional Securities ” and, together with the Original Securities, the “ Securities ”);

WHEREAS , Section 9.02 of the Indenture provides that the Issuer, the Collateral Agent, the Guarantors and the Trustee may make certain amendments and supplements to the Indenture and the Securities only with the consent of each Holder of an outstanding Security affected (the “ Requisite Unanimous Consent ”);

WHEREAS , subject to certain exceptions, Section 9.02 of the Indenture further provides that the Issuer, the Collateral Agent, the Guarantors and the Trustee may make amendments and supplements to the Indenture and the Securities, and may waive provisions of the Indenture, with the written consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class (the “ Requisite Majority Consent ”);

WHEREAS , each of the owners or beneficial owners of the outstanding Securities (the “ Consenting Holders ”) has consented to certain amendments to and waivers of the Indenture and the Securities by executing a form of consent substantially in the form attached hereto as Exhibit A (each, a “ Consent ” and, collectively, the “ Consents ”) and has authorized and directed the Trustee and the Collateral Agent to execute and deliver this Supplemental Indenture;

WHEREAS , the Issuer and the Guarantors have done all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Trustee and the

Collateral Agent in accordance with the terms of the Indenture and have satisfied all other conditions required under Article 9 of the Indenture; and

WHEREAS , pursuant to Section 9.2 of the Indenture, each of the Trustee and the Collateral Agent is authorized to execute and deliver this Supplemental Indenture.

NOW , THEREFORE , in consideration of the premises and covenants and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the parties hereto and the Holders of the Securities as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Capitalized Terms . All capitalized terms contained in this Supplemental Indenture shall, except as specifically provided for herein and except as the context may otherwise require, have the meanings given to such terms in the Indenture. In the event of any inconsistency between the Indenture and this Supplemental Indenture, this Supplemental Indenture shall govern. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Section 1.02. Section References . Section references contained in this Supplemental Indenture (other than in Article 2 hereof) are to sections in this Supplemental Indenture unless the context requires otherwise.

ARTICLE 2

AMENDMENTS AND WAIVER

Section 2.01. Amendments and Waiver .

(a) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 1.01 of the Indenture is hereby amended by:

(i) adding the following definitions in their relevant alphabetical location:

““CE Marking Cash Reserve Amount” means $1,500,000.”

““CE Marking Securities Triggering Event” means the occurrence of both of the following: (i) a press release of the Issuer publicly announcing the European CE marking

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of the Issuer’s initial MosaiQ™ IH Microarray; and (ii) the issuance of the JFSC Consent.”

““JFSC Consent” means the consent of the Jersey Financial Services Commission to the issuance of the CE Marking Securities under Article 4 of the Control of Borrowing (Jersey) Order 1958.”

(ii) replacing the definition of “Permitted Notes Amount” in its entirety with the following definition:

““Permitted Notes Amount” means (i) prior to the Additional Securities Triggering Event, $84,000,000, (ii) at and after the Additional Securities Triggering Event, but prior to the CE Marking Securities Triggering Event, $120,000,000 and (iii) at and after the CE Marking Securities Triggering Event, $120,000,000 plus the additional amount of the CE Marking Securities issued in compliance with Section 2.01(d).”

(iii) replacing the definition of “Securities” in its entirety with the following definition:

““Securities” means the Original Securities, the Additional Securities and the CE Marking Securities.”

(b) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 1.02 of the Indenture is hereby amended by adding the term “CE Marking Securities” in the relevant alphabetical location under the column heading “Term” and adding “2.01(d)” across from such term under the column heading “Defined in Section”.

(c) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 2.01(a) of the Indenture is hereby amended and restated as follows:

“(a) Pursuant to the terms and conditions set forth in this Section 2.01, the aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $145,000,000.”

(d) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, a new Section 2.01(d) of the Indenture is added to the Indenture and the existing Section 2.01(d) of the Indenture is reclassified as Section 2.01(e) of the Indenture and hereby amended and restated, in each case, as follows:

“(d) As long as no Event of Default has occurred and is continuing, if the CE Marking Securities Triggering Event occurs, then the Issuer may issue and deliver (subject to receiving agreed-upon consideration therefor), in accordance with this Section 2.01(d), upon five Business Days’ written notice to the Trustee, accompanied by an Officers’ Certificate certifying as to the occurrence of and date of the CE Marking Securities Triggering Event (but, in any case, not during the period between the day immediately after the relevant Record Date immediately preceding the next related Payment Date and such Payment Date) and subject to the substantially concurrent receipt of payment therefor, additional Securities in an aggregate principal amount of up to $25,000,000

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(“CE Marking Securities”). Such CE Marking Securities shall have the same terms as the Original Securities and the Additional Securities, except that the issuance price, the issuance date and the initial Payment Date may vary. If the Issuer determines that any such CE Marking Securities are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such CE Marking Securities will have the same CUSIP number as the Original Securities or the Additional Securities, as applicable, and for U.S. federal income tax purposes will have the same issue date and issue price as the CE Marking Securities. If the Issuer determines that any such CE Marking Securities are not issued as part of a “qualified reopening” for U.S. federal income tax purposes, such CE Marking Securities will be required to have a CUSIP number that is different than the CUSIP number of the Original Securities and the Additional Securities, as applicable.

(e) The Securities, including any Additional Securities and any CE Marking Securities, shall be treated as a single class for all purposes under this Indenture, including directions provided to the Trustee pursuant to Section 6.05, waivers, amendments, redemptions and offers to purchase, and shall rank on a parity basis in right of payment and security.”

(e) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 2.03 of the Indenture is hereby amended by replacing the first sentence of Section 2.03 in its entirety with the following sentence:

“The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the Issue Date in an aggregate principal amount of $84,000,000, (b) subject to the terms and conditions set forth in Section 2.01(c), Additional Securities for original issue after the Additional Securities Triggering Event in an aggregate principal amount of $36,000,000 and (c) subject to the terms and conditions set forth in Section 2.01(d), CE Marking Securities for original issue after the CE Marking Securities Triggering Event in an aggregate principal amount of up to $25,000,000.”

(f) Pursuant to the terms of the Consents and the receipt of the Requisite Unanimous Consent, Section 4.01(b) of the Indenture is hereby amended by replacing the first paragraph of Section 4.01(b) (including the table contained therein) in its entirety with the following paragraph and table:

“On each Payment Date, commencing April 15, 2021, or on the succeeding Business Day if any such date is not a Business Day, the Issuer shall pay an installment of principal of the Original Securities (subject to adjustment in accordance with the second following paragraph) in an amount set forth below corresponding to such Payment Date:


Payment Date	Amount
April 15, 2021	$	7,000,000
October 15, 2021	$	7,000,000
April 15, 2022	$	10,500,000
October 15, 2022	$	14,000,000
April 15, 2023	$	14,000,000
October 15, 2023	$	14,000,000
April 15, 2024	$	17,500,000”

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(g) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 4.01(b) of the Indenture is hereby amended by adding the following sentence at the end of the second paragraph of Section 4.01(b):

“Further, in the event that any CE Marking Securities are issued after the Issue Date in accordance with Section 2.01(d), on each Payment Date subsequent thereto, or on the succeeding Business Day if any such date is not a Business Day, the Issuer shall pay an installment of principal of such CE Marking Securities (subject to adjustment as described in the following paragraph) in an amount equal to the amount obtained by multiplying the principal amount of such CE Marking Securities outstanding immediately prior to such payment by a fraction of which the numerator shall be the amount of the installment of principal of the Original Securities corresponding to such Payment Date (as it may have been previously reduced in accordance with the following paragraph) and the denominator shall be the aggregate unpaid outstanding principal balance of the Original Securities immediately prior to such payment.”

(h) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 4.16 of the Indenture is hereby amended and restated as follows:

“SECTION 4.16. Use of Proceeds . The Issuer shall use, or will cause its Restricted Subsidiaries to use, the net proceeds from the issuance and sale of the Securities to repay all outstanding obligations under the Issuer’s Amended and Restated Credit, Security and Guaranty Agreement, dated as of August 3, 2015, with Midcap Financial Trust, as amended, to finance the construction or acquisition of the approximately 92,000 square foot manufacturing, laboratory and office facility in the process of being constructed at the Midlothian Biocampus near Edinburgh, Scotland, to finance the construction or acquisition of a manufacturing facility for MosaiQ™ consumables located in Eysins, Switzerland, to fund the Cash Reserve Account on the Issue Date in the amount of the Initial Cash Reserve Amount, to fund the Cash Reserve Account on the date of issuance of the Additional Securities in the amount of the Additional Cash Reserve Amount, to fund the Cash Reserve Account on the date of issuance of the CE Marking Securities in the amount of the CE Marking Cash Reserve Amount, to pay fees, costs and expenses arising in connection with the issuance of the Securities and for general corporate purposes.”

(i) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 4.19 of the Indenture is hereby amended by replacing the first sentence of Section 4.19 in its entirety with the following sentence:

“On the Issue Date, the Issuer shall deposit, or cause to be deposited, funds equal to the Initial Cash Reserve Amount into the Cash Reserve Account, on the date of issuance of the Additional Securities, the Issuer shall deposit, or cause to be deposited, funds equal to the Additional Cash Reserve Amount into the Cash Reserve Account, and, on the date of

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issuance of the CE Marking Securities, the Issuer shall deposit, or cause to be deposited, funds equal to the CE Marking Cash Reserve Amount into the Cash Reserve Account.”

(j) Pursuant to the terms of the Consents and the receipt of the Requisite Unanimous Consent, (i) the introductory paragraph of each of the Securities is hereby amended by replacing the phrase “on or before October 15, 2023 as set forth in this Security” contained in such introductory paragraph with the phrase “on or before April 15, 2024 as set forth in this Security” and (ii) references throughout the Indenture and the Securities to the Securities being “due 2023” are hereby amended to refer to the Securities being “due 2024”.

(k) Pursuant to the terms of the Consents and the receipt of the Requisite Unanimous Consent, Section 1(c) of each of the Securities is hereby amended and restated as follows:

“(c) The Securities will mature on April 15, 2024.”

(l) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 1(d) of each of the Securities is hereby amended by replacing the first sentence of the first paragraph of Section 1(d) in its entirety with the following sentence:

“This Security is one of a series of Securities that may be authenticated and delivered for original issue under the Indenture referred to below in an aggregate principal amount not to exceed $145,000,000, consisting of (i) an aggregate principal amount of $84,000,000 of Securities issued on the Issue Date (the “Original Securities”), (ii) up to an additional aggregate principal amount of $36,000,000 of Securities issuable thereafter in accordance with Section 2.01(c) of the Indenture (“Additional Securities”) and (iii) up to an additional aggregate principal amount of $25,000,000 of Securities issuable thereafter in accordance with Section 2.01(d) of the Indenture (“CE Marking Securities”).”

(m) Pursuant to the terms of the Consents and the receipt of the Requisite Unanimous Consent, Section 1(d) of each of the Securities is hereby amended by replacing the second sentence of the first paragraph of Section 1(d) (including the table contained therein) in its entirety with the following sentence and table:


Payment Date	Amount
April 15, 2021	$	7,000,000
October 15, 2021	$	7,000,000
April 15, 2022	$	10,500,000
October 15, 2022	$	14,000,000
April 15, 2023	$	14,000,000
October 15, 2023	$	14,000,000
April 15, 2024	$	17,500,000”

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(n) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, Section 1(d) of each of the Securities is hereby amended by adding the following sentence at the end of the second paragraph of Section 1(d):

“Further, in the event that any CE Marking Securities are issued after the Issue Date in accordance with Section 2.01(d) of the Indenture, on each Payment Date subsequent thereto, or on the succeeding Business Day if any such date is not a Business Day, the Issuer shall pay an installment of principal of such CE Marking Securities (subject to adjustment as described in the following paragraph) in an amount equal to the amount obtained by multiplying the principal amount of such CE Marking Securities outstanding immediately prior to such payment by a fraction of which the numerator shall be the amount of the installment of principal of the Original Securities corresponding to such Payment Date (as it may have been previously reduced in accordance with the following paragraph) and the denominator shall be the aggregate unpaid outstanding principal balance of the Original Securities immediately prior to such payment.”

(o) Pursuant to the terms of the Consents and the receipt of the Requisite Unanimous Consent, Section 5 of each of the Securities is hereby amended by replacing the table contained in the second paragraph of Section 5 of each of the Securities in its entirety with the following table:


“Period	Redemption Price
From and including the First Call Date to and including October 13, 2019		112.00	%
From and including October 14, 2019 to and including October 13, 2020		112.00	%
From and including October 14, 2020 to and including October 13, 2021		106.00	%
From and including October 14, 2021 to and including October 13, 2022		103.00	%
From and including October 14, 2022 and thereafter		100.00	%”

(p) (i) Pursuant to the terms of the Consents and the receipt of the Requisite Majority Consent, the Holders of the Securities hereby waive (i) the Issuer’s and the Restricted Subsidiaries’ obligations to apply the Net Proceeds from the Biocampus Sale/Leaseback Transaction in accordance with Section 4.06 (Asset Sales and MosaiQ™ Excess License Proceeds) of the Indenture and the Issuer’s obligations to make a Notes Collateral Asset Sale Offer and/or an Asset Sale Offer, as applicable, pursuant to such section with respect to such Net Proceeds and (ii) any and all past or existing Defaults and Events of Defaults, if any, in respect of any such obligations.

(ii) Nothing in this Section 2(p) shall be deemed to waive (A) compliance by the Issuer or any Guarantor with the provisions of Section 4.06 of the Indenture, except to the limited extent set forth in clause (i) of this Section 2(p), (B) compliance by the Issuer or any Guarantor after the Operative Date (as defined below) with the provisions of Section 4.06 of the Indenture, (C) any Default or Event of Default that may have arisen or may arise after the

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Operative Date as a result of any event other than the events expressly waived pursuant to clause (i) of this Section 2(p) or (D) any other provision of the Indenture except as expressly set forth herein. Nothing in this Section 2(p) shall limit any right, power or remedy of the Trustee or the Holders under the Indenture except as expressly set forth herein. The limited waiver set forth in this Section 2(p) shall not entitle the Issuer or any Guarantor to any future waiver.

ARTICLE 3

EFFECT

Section 3.01. Effect . This Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee, the Collateral Agent and every Holder of the Securities heretofore or hereafter authenticated and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture; provided, however, that the amendments and waiver set forth in Article 2 of this Supplemental Indenture shall only become operative upon (i) receipt of a DTC Proxy and Consent (as defined in the Consents) in respect of the DTC Securities (as defined in the Consents) beneficially owned by each Consenting Holder and (ii) payment of the Consent Payment (as defined in the Consents) to each Consenting Holder and the execution and delivery by the Issuer and each Consenting Holder of the applicable Royalty Right Agreement (as defined in the Consents) in accordance with the terms and conditions of the Consents. The date on which the amendments and waiver set forth in Article 2 of this Supplemental Indenture become operative is referred to herein as the “ Operative Date ”.

ARTICLE 4

MISCELLANEOUS

Section 4.01. Ratification of Indenture . The Indenture, as supplemented and amended by this Supplemental Indenture, is ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. If any provision of this Supplemental Indenture is inconsistent with a provision of the Indenture or the Securities, the terms of this Supplemental Indenture shall govern.

Section 4.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS.

- 8 -

Section 4.03. No Recourse Against Others . No director, officer, employee, manager, member, partner, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or its creation.

Section 4.04. Electronic Means . The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

Section 4.05. Entire Agreement . This Supplemental Indenture, together with the Indenture as amended hereby, contains the entire agreement of the parties, and supersedes all other representations, warranties, agreements and understandings between the parties, oral or otherwise, with respect to the matters contained herein and therein.

Section 4.06. Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Securities any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Securities.

Section 4.07. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 4.08. Severability . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 4.09. Trustee’s Disclosure. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement of the Issuer or any Guarantor in this Supplemental Indenture. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

[SIGNATURE PAGE FOLLOWS]

- 9 -

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


Very truly yours,

QUOTIENT LIMITED



By:		/s/ CHRISTOPHER LINDOP
Name:		Christopher Lindop
Title:		Chief Financial Officer



QBD (QS IP) LIMITED, as Guarantor



By:		/s/ ROLAND BOYD
Name:		Roland Boyd
Title:		Director



QUOTIENT BIODIAGNOSTICS, INC., as Guarantor



By:		/s/ CHRISTOPHER LINDOP
Name:		Christopher Lindop
Title:		Director



ALBA BIOSCIENCE LIMITED, as Guarantor



By:		/s/ ROLAND BOYD
Name:		Roland Boyd
Title:		Director



Witness :		/s/ BRIAN WILLIAMSON
Name:		Brian Williamson
Address:		7 Cramond Park, Edinburgh



QUOTIENT SUISSE SA, as Guarantor



By:		/s/ ROLAND BOYD
Name:		Roland Boyd
Title:		Director

[ Signature Page to Supplemental Indenture ]


QUOTIENT BIOCAMPUS LIMITED, as Guarantor

By:		/s/ ROLAND BOYD
Name:		Roland Boyd
Title:		Director

Witness :		/s/ BRIAN WILLIAMSON
Name:		Brian Williamson
Address:		7 Cramond Park, Edinburgh

[ Signature Page to Supplemental Indenture ]


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		/s/ ALISON D. B. NADEAU
Name:		Alison D. B. Nadeau
Title:		Vice President

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent

By:		/s/ ALISON D. B. NADEAU
Name:		Alison D. B. Nadeau
Title:		Vice President

[ Signature Page to Supplemental Indenture ]

Exhibit A

CONSENT

December 4, 2018

Reference is made to the Indenture dated as of October 14, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Indenture ”) among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “ Issuer ”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “ Trustee ”) and as collateral agent (the “ Collateral Agent ”). Capitalized terms used herein and not defined herein shall have the respective meanings assigned to them in the Indenture.

By signing below, the undersigned hereby acknowledges and agrees, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:

Representations and Warranties . The undersigned hereby represents and warrants to each of the Trustee, the Collateral Agent, the Issuer and each Guarantor that (i) the undersigned, as of the Record Date (as defined below), owns or beneficially owns, respectively, the principal amount of the Original Securities and the principal amount of the Additional Securities set forth opposite the undersigned’s name under the respective column headings “Principal Amount of Original Securities” and “Principal Amount of Additional Securities” in Schedule 1 attached hereto and, if such Securities are beneficially owned through the book-entry system of The Depository Trust Company (“ DTC Securities ”), then such Securities are held through The Depository Trust Company participant (the “ Participant ”) set forth opposite the undersigned’s name under the column heading “Depository Trust Company Participant Name and Number” in Schedule 1 attached hereto (and if nothing is set forth opposite the undersigned’s name under the column heading “Depository Trust Company Participant Name and Number” in Schedule 1 attached hereto then the undersigned does not hold such Securities through the book-entry system of The Depository Trust Company), (ii) the respective CUSIP numbers of such Original Securities and such Additional Securities that are beneficially owned by the undersigned are set forth opposite the undersigned’s name under the respective column headings “Original Securities CUSIP No.” and “Additional Securities CUSIP No.” in Schedule 1 attached hereto, (iii) the undersigned is not the Issuer or an Affiliate of the Issuer, (iv) the undersigned has the full power and authority to provide this Consent with respect to such Securities that are owned or beneficially owned by the undersigned, (v) there are no proxies or other agreements or understandings in effect that limit, restrict or impact the undersigned’s power and authority to provide this Consent with respect to such Securities that are owned or beneficially owned by the undersigned, (vi) this Consent has been duly executed and delivered by the undersigned, and this Consent constitutes a legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms, and (vii) each of the Trustee, the Collateral Agent, the Issuer and each Guarantor shall be entitled to rely on this Consent. As used herein, “ Record Date ” means as of 5:00 p.m. (New York City time) on December 3, 2018.

In addition, the undersigned hereby agrees to and acknowledges the representations, warranties and agreements set forth in Sections 4.1, 4.2, 4.4 and 4.7 of the Purchase Agreement dated October 14, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Purchase Agreement ”) among the Issuer, the subsidiaries of the Issuer party thereto and the purchaser(s) party thereto related to the Securities owned or beneficially owned by the undersigned and described on Schedule 1 attached hereto as if such representations, warranties and agreements were made by the undersigned as of the date first written above in respect of each of (i) the Securities owned or beneficially owned by the undersigned and described on Schedule 1 attached hereto and the Guarantees of such Securities (taking into the account the proposed amendments to the Indenture contemplated by the Supplemental Indenture (as defined below)) and (ii) the Royalty Rights (as defined below) and the

Exh. A-1

Royalty Right Agreement (as defined below) (with references to the “Issue Date” in such representations, warranties and agreements being deemed to refer to the date first written above).

Approval and Consent . Pursuant to Section 9.02 of the Indenture, the undersigned hereby approves and consents to (i) the supplement to the Indenture as set forth in the First Supplemental Indenture substantially in the form attached hereto as Exhibit A (the “ Supplemental Indenture ”) and (ii) the execution and delivery of the Supplemental Indenture by U.S. Bank National Association in its capacity as Trustee and Collateral Agent under the Indenture.

Authorization of Trustee and Collateral Agent . Each of the Trustee and the Collateral Agent is hereby authorized, empowered and directed by the undersigned to execute and deliver the Supplemental Indenture and to execute any documents or take any actions reasonably necessary in order to effectuate this Consent.

Direct and DTC Delivery of Consents . This Consent will be delivered directly to the Issuer, the Guarantors, the Trustee and the Collateral Agent and, following receipt of the requisite consents from consenting owners or beneficial owners of the Securities, the Issuer, the Guarantors, the Trustee, the Collateral Agent, will execute and deliver the Supplemental Indenture. To allow the Issuer, the Guarantors, the Trustee and the Collateral Agent to further verify the undersigned’s beneficial ownership of any DTC Securities, the undersigned further agrees to instruct the Participant to instruct DTC to issue (or to direct Cede & Co. to issue) a proxy to the Participant in order to enable the undersigned to exercise as of the Record Date the right to consent as the record holder of such DTC Securities in accordance with the applicable procedures of DTC (a “ DTC Proxy and Consent ”). The Supplemental Indenture provides that the amendments and waiver contemplated thereby will not become operative until, among other conditions, a DTC Proxy and Consent is received in respect of the DTC Securities beneficially owned by the undersigned. Further, the Issuer will only provide the consideration contemplated by Section 7 below following the receipt of such DTC Proxy and Consent.

General Authorization . Any and all actions heretofore or hereafter taken by the Trustee, the Collateral Agent, the Issuer, any Guarantor and/or any officer, director, member, manager, partner, employee, contractor, Affiliate, attorney, representative and/or agent of any of the foregoing consistent with the intent and purpose of the matters approved or consented to in this Consent are hereby ratified, confirmed, approved and consented to in all respects.

Effective Date . This Consent shall become effective as of the date first written above.

Consideration . Following (a) the execution and delivery of the Supplemental Indenture by the Issuer, the Guarantors, the Trustee and the Collateral Agent and (b) the receipt of a DTC Proxy and Consent in respect of the DTC Securities beneficially owned by the undersigned, as consideration for the execution and delivery of this Consent by the undersigned, (i) the Issuer will promptly pay an amount in cash (the “ Consent Payment ”) equal to U.S.$32.50 for each U.S.$1,000 principal amount of Securities owned or beneficially owned by the undersigned and described on Schedule 1 attached hereto by wire transfer of immediately available funds to the account of the undersigned set forth opposite the undersigned’s name under the column heading “Wire Instructions” in Schedule 1 attached hereto and in the aggregate amount set forth opposite the undersigned’s name under the column heading “Aggregate Consent Payment” in Schedule 1 attached hereto and (ii) the Issuer and the undersigned will promptly execute and deliver a royalty right agreement substantially in the form attached hereto as Exhibit B (the “ Royalty Right Agreement ”) providing for the issuance by the Issuer of royalty rights (the “ Royalty Rights ”) to the undersigned equal to the percentage set forth opposite the undersigned’s name under the column heading “Royalty Right Percentage” in Schedule 1 attached hereto (and based on an aggregate 1.0% royalty right to be issued to the Holders of the Securities as partial consideration in connection with the execution and delivery of consents under the Indenture identical to this Consent).

Exh. A-2

Governing Law; Waiver of Jury Trial . THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS AND RIGHTS OF THE UNDERSIGNED SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS. THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS CONSENT. The undersigned hereby submits to the non-exclusive jurisdiction of the federal and state courts of competent jurisdiction in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Consent or the transactions contemplated hereby.

Miscellaneous . This Consent shall bind the undersigned (and such undersigned’s successors and assigns) and every subsequent owner or beneficial owner of the Securities described on Schedule 1 attached hereto (or portion thereof that evidences the same debt as such Securities). Any and all notice required to take any action in adopting this Consent is hereby waived. The undersigned acknowledges that this Consent constitutes the required notice of the Supplemental Indenture pursuant to Section 9.02(b) of the Indenture. Headings of the Sections of this Consent have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. Delivery of an executed signature page to this Consent by facsimile transmission or other electronic communication (including “.pdf” or “.tif” files) shall be as effective as delivery of a manually signed counterpart of this Consent.

{ Signature Page Follows }

Exh. A-3

IN WITNESS WHEREOF, the undersigned has executed this Consent as of the date first written above.

[INSERT SIGNATURE BLOCK]

Exh. A-4

SCHEDULE 1

Name

Depository
Trust
Company
Participant
Name and
Number

Principal
Amount
of
Original
Securities

Original
Securities
CUSIP
No.

Principal
Amount
of
Additional
Securities

Additional
Securities
CUSIP
No.

Wire
Instructions

Aggregate
Consent
Payment

Royalty
Right
Percentage

Sch. 1-1

EXHIBIT A

FORM OF SUPPLEMENTAL INDENTURE

See Attached

Exh. A-1

EXHIBIT B

FORM OF ROYALTY RIGHT AGREEMENT

See Attached

Exh. B-1

Exhibit 10.1

ROYALTY RIGHT AGREEMENT

dated as of [ ]

between

QUOTIENT LIMITED

and

THE HOLDER NAMED HEREIN

Table of Contents


		Page
ARTICLE I RULES OF CONSTRUCTION AND DEFINED TERMS

Section 1.1	Rules of Construction and Defined Terms		1

ARTICLE II ROYALTY RIGHT

Section 2.1	Issuance of Royalty Right		1
Section 2.2	Payment Procedures		1
Section 2.3	Notice of First Sale Date		3
Section 2.4	Information Rights		3
Section 2.5	Audit Rights		4
Section 2.6	Transferability of Royalty Right		4
Section 2.7	No Partnership or Joint Venture		5

ARTICLE III MERGERS

Section 3.1	Mergers		5
ARTICLE IV CONFIDENTIALITY
Section 4.1	Confidentiality		5

ARTICLE V SURVIVAL OF CERTAIN PROVISIONS

Section 5.1	Survival of Certain Provisions		6

ARTICLE VI NOTICES

Section 6.1	Notices		7

ARTICLE VII SUCCESSORS AND ASSIGNS

Section 7.1	Successors and Assigns		7



ARTICLE VIII SEVERABILITY

Section 8.1	Severability	7

ARTICLE IX WAIVER OF JURY TRIAL

Section 9.1	WAIVER OF JURY TRIAL	7

ARTICLE X GOVERNING LAW; CONSENT TO JURISDICTION

Section 10.1	Governing Law; Consent to Jurisdiction	8

ARTICLE XI COUNTERPARTS

Section 11.1	Counterparts	8

ARTICLE XII TABLE OF CONTENTS AND HEADINGS

Section 12.1	Table of Contents and Headings	8

ARTICLE XIII TAX MATTERS; TAX DISCLOSURE

Section 13.1	Tax Matters	8
Section 13.2	Tax Disclosure	8

ARTICLE XIV AMENDMENTS TO EXISTING ROYALTY RIGHT AGREEMENT(S)

Section 14.1	Amendments to Existing Royalty Right Agreement(s)	9

Annex A

Rules of Construction and Defined Terms

ROYALTY RIGHT AGREEMENT

Dated as of [ ]

To the Holder named on the signature page hereto

Ladies and Gentlemen:

Quotient Limited, a public limited liability company formed under the Laws of Jersey, Channel Islands (the “ Issuer ”), hereby covenants and agrees with you as follows:

ARTICLE I

RULES OF CONSTRUCTION AND DEFINED TERMS

Section 1.1 Rules of Construction and Defined Terms . The rules of construction set forth in Annex A shall apply to this Royalty Right Agreement and are hereby incorporated by reference into this Royalty Right Agreement as if set forth fully in this Royalty Right Agreement. Capitalized terms used but not otherwise defined in this Royalty Right Agreement shall have the respective meanings given to such terms in Annex A , which is hereby incorporated by reference into this Royalty Right Agreement as if set forth fully in this Royalty Right Agreement.

ARTICLE II

ROYALTY RIGHT

Section 2.1 Issuance of Royalty Right . The Issuer hereby issues to the holder named on the signature page hereto (together with any Person to whom the Royalty Right is Transferred pursuant to the terms hereof, the “ Holder ”) the Royalty Right as partial consideration for the execution and delivery by the Holder of a consent (the “ Consent ”) to, among other things, certain amendments to, and a waiver of, certain provisions of that certain indenture, dated as of October 14, 2016, by and among the Issuer, certain Subsidiaries of the Issuer and U.S. Bank National Association, as trustee and collateral agent (the “ Indenture ”). The Royalty Right shall only be evidenced by this Royalty Right Agreement and shall not be evidenced by a certificate or other instrument.

Section 2.2 Payment Procedures . (a) On or prior to each Royalty Right Payment Date, the Issuer shall (i) pay, by wire transfer in immediately available funds in U.S. dollars to the Holder Account, the Royalty Right Payment Amount with respect to the corresponding Royalty Right Period and (ii) deliver to the Holder a report (a “ Report ”) setting forth (A) such Royalty Right Payment Amount and (B) MosaiQ™ Net Sales for such Royalty Right Period, calculated in reasonable detail. Each Report and the contents thereof shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to deliver any Report pursuant to this Section 2.2 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such Report is to be delivered,

(b) All payments made by or on behalf of the Issuer (including any Successor Company) in respect of this Royalty Right Agreement or the Royalty Right will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, will at any time be required by law to be made from any payments made by or on behalf of the Issuer or paying agent with respect to this Royalty Right Agreement or the Royalty Right the Issuer will pay (together with such payments) such additional amounts (the “ Additional Amounts ”) as may be necessary in order that the net amounts received by the Holder in respect of such payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by the Holder in respect of such payments on this Royalty Right Agreement or the Royalty Right, as applicable, in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the Holder and a Relevant Taxing Jurisdiction (it being understood that a Relevant Taxing Jurisdiction is to be determined as though a payment with respect to this Royalty Right Agreement or the Royalty Right were made on the date hereof) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of this Royalty Right Agreement or the Royalty Right or the receipt of any payment or the exercise or enforcement of rights under this Royalty Right Agreement or the Royalty Right;

(2) any Tax that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of this Royalty Right Agreement or the Royalty Right to comply with a reasonable written request of the Issuer addressed to the Holder, after reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters that is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction of, all or part of such Tax but only to the extent the Holder or such beneficial owner is legally entitled to provide such certification or documentation;

(3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to this Royalty Right Agreement or the Royalty Right;

(4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;

(5) any tax imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if the Holder or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding

company, private foundation or other tax exempt organization, passive foreign investment company, controlled foreign corporation with respect to the United States, bank, or as a corporation that accumulates earnings to avoid U.S. federal income tax; or

(6) any combination of items (1) through (5) above.

Notwithstanding anything to the contrary herein, the Issuer shall be permitted to withhold or deduct any amounts required by FATCA and the Issuer shall not be required to pay any additional amounts with respect to any FATCA withholding or deduction imposed on or with respect to this Royalty Right Agreement or the Royalty Right.

The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable Law. The Issuer will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld to each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Holder.

Wherever in this Royalty Right Agreement there is mentioned, in any context:

(1) the Royalty Right Payment Amount; or

(2) interest, if any, pursuant to Section 2.5 of this Royalty Right Agreement such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The foregoing obligations will survive any termination, defeasance or discharge of this Royalty Right Agreement or Royalty Right and any transfer by the Holder or beneficial owner of this Royalty Right Agreement or the Royalty Right, and will apply mutatis mutandis to any jurisdiction in which any Successor Company is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to this Royalty Right Agreement or Royalty Right is made by or on behalf of the Issuer, or any political subdivision or governmental authority thereof or therein having the power to tax.

Section 2.3 Notice of First Sale Date . Within fifteen (15) days following the occurrence of the First Sale Date, the Issuer shall provide notice in writing to the Holder of the date on which the First Sale Date occurred (the “ First Sale Notice ”).

Section 2.4 Information Rights . Upon the Holder’s prior written request, the Issuer shall meet at reasonable times during normal business hours with the Holder up to two times per calendar year to discuss the content of any Report or First Sale Notice (or reasons for the lack of any Report or First Sale Notice). The Issuer shall promptly furnish to the Holder all relevant information and documentation in connection with this Royalty Right Agreement that the Holder may reasonably request in connection with the determination of whether or when the First Sale Date occurred and whether the calculation of MosaiQ™ Net Sales or a Royalty Right Payment Amount is in error. The Issuer agrees to maintain books and records

relevant to the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts. Any information or documentation discussed, provided or made available by the Issuer pursuant to this Section 2.4 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to meet to discuss any Report or First Sale Notice (or reasons for the lack of any Report or First Sale Notice), or provide or make available any information or documentation, pursuant to this Section 2.4 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such information or documentation is to be discussed, provided or made available.

Section 2.5 Audit Rights . Subject to reasonable advance written notice from the Holder within six (6) months of each Royalty Right Payment Date, the Issuer shall permit an independent accounting firm of national reputation chosen by the Holder to have access during normal business hours to the books and records of the Issuer as may be reasonably necessary to audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Royalty Right Payment Date. Any such audit shall be at the expense of the Holder; provided , however , that if any such audit reveals a discrepancy in favor of the Holder of at least 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Issuer. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (30) days after Holder makes a demand therefor, plus interest thereon if such amount is in excess of five percent (5%) of the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal , Eastern Edition , in effect on the date such amount was due. The independent accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the Issuer. Any books and records, information or other documentation provided or made available by the Issuer pursuant to this Section 2.5 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the time such books and records, information or other documentation is to be provided or made available.

Section 2.6 Transferability of Royalty Right . Subject to the final sentence of this Section 2.6, at the option of the Holder, the Royalty Right may be Transferred, in whole but not in part, but only in compliance with applicable Laws and upon three (3) Business Days’ notice to the Issuer. Any request to Transfer the Royalty Right must be in writing and accompanied by a written instrument or instruments of Transfer and any other documentation reasonably requested by the Issuer (including a Confidentiality Agreement executed by the transferee and any new information in respect of the Holder Account contemplated by the definition thereof) in a form reasonably satisfactory to the Issuer. Upon receipt of such written request and other instruments and documentation reasonably satisfactory to the Issuer, the Issuer shall recognize the requested Transfer, and Issuer’s recognition of any such Transfer shall not be unreasonably withheld, delayed or conditioned. Any duly Transferred Royalty Right shall be the valid obligation of the Issuer, evidencing the same right and entitling the

transferee to the same benefits and rights under this Royalty Right Agreement as those previously held by the transferor. Any Transfer of the Royalty Right shall be without charge (other than the cost of any transfer tax, which shall be the responsibility of the transferor). Notwithstanding anything to the contrary herein, the consent of the Issuer shall be required with respect to, and the Issuer shall have the right to decline to consent to and recognize, any Transfer that is proposed to be made to any Person that the Issuer reasonably determines is a competitor of the Issuer.

Section 2.7 No Partnership or Joint Venture . For the avoidance of doubt, the Royalty Right shall not represent any equity or ownership interest in the Issuer or have any voting, management or dividend rights. The Issuer and the Holder are not partners, associates or joint venturers with each other, and nothing herein shall be construed to impose any liability as such on either of them or make them a partnership, an association, a joint venture or any other kind of entity or legal form.

ARTICLE III

MERGERS

Section 3.1 Mergers . The Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless (a) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership, limited liability company or similar entity organized or existing under the Laws of an Approved Jurisdiction (the Issuer or such Person, as the case may be, being herein called the “ Successor Company ”), (b) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Royalty Right Agreement pursuant to documents or instruments in form reasonably satisfactory to the Holder, and (c) the Issuer shall have delivered to the Holder an Officer’s Certificate stating that such consolidation, amalgamation, merger, winding up, conversion, sale, assignment, transfer, lease, conveyance or other disposition and such documents or instruments (if any) comply with this Royalty Right Agreement. The Successor Company (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Royalty Right Agreement, and in such event the Issuer will automatically be released and discharged from its obligations under this Royalty Right Agreement.

ARTICLE IV

CONFIDENTIALITY

Section 4.1 Confidentiality . Except as otherwise required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over the Issuer and except as otherwise set forth in this Section 4.1, the Issuer will, and will cause each of its

Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Holder, as well as the information on the signature page to this Royalty Right Agreement, and to use any such Confidential Information and other information only in connection with this Royalty Right Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, the Issuer may disclose such information solely on a need-to-know basis and solely to its members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided , however , that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein. Except as otherwise required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over the Issuer, in no event shall the Holder’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer. Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over the Issuer, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Holder, without the prior written consent of such shareholder, member, director or Affiliate.

ARTICLE V

SURVIVAL OF CERTAIN PROVISIONS

Section 5.1 Survival of Certain Provisions . The covenants and agreements contained in this Royalty Right Agreement shall survive (a) the execution and delivery of this Royalty Right Agreement and (b) any Transfer by the Holder of the Royalty Right or any interest therein. All such provisions are binding upon and may be relied upon by the Holder, regardless of any investigation made at any time by or on behalf of the Holder. All statements contained in any certificate or other instrument delivered by or on behalf of either party hereto pursuant to this Royalty Right Agreement shall be deemed to have been relied upon by the other party hereto and shall survive the consummation of the transactions contemplated hereby regardless of any investigation made by or on behalf of any such party. This Royalty Right Agreement and the Consent (including the representations, warranties and agreements contained in the Purchase Agreement referred to therein and agreed and acknowledged by the Holder pursuant thereto) embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof, other than the Confidentiality

Agreement. The Royalty Right shall remain in full force and effect following any Change of Control (as defined in the Indenture).

ARTICLE VI

NOTICES

Section 6.1 Notices . All statements, requests, notices and agreements hereunder shall be in writing and delivered by hand, mail or overnight courier as follows:

(a)

if to the Holder, as set forth on the signature page hereto; and

(b)

if to the Issuer, to:

Quotient Limited

B1, Business Park Terre Bonne

Route de Crassier 13

1262 Eysins

Switzerland

Attention: Christopher Lindop, Chief Financial Officer

With a copy by email to:

Email: Chris.Lindop@quotientbd.com

ARTICLE VII

SUCCESSORS AND ASSIGNS

Section 7.1 Successors and Assigns . This Royalty Right Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assignees and permitted transferees. The Issuer may not assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Holder, other than in accordance with the terms of Section 3.1.

ARTICLE VIII

SEVERABILITY

Section 8.1 Severability . Any provision of this Royalty Right Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by Law) not invalidate or render unenforceable such provision in any other jurisdiction.

ARTICLE IX

WAIVER OF JURY TRIAL

Section 9.1 WAIVER OF JURY TRIAL . TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HOLDER AND THE ISSUER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ROYALTY RIGHT AGREEMENT.

ARTICLE X

GOVERNING LAW; CONSENT TO JURISDICTION

Section 10.1 Governing Law; Consent to Jurisdiction . THIS ROYALTY RIGHT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. To the extent permitted by applicable Law, the parties hereto hereby submit to the non-exclusive jurisdiction of the federal and state courts of competent jurisdiction in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Royalty Right Agreement or the transactions contemplated hereby.

ARTICLE XI

COUNTERPARTS

Section 11.1 Counterparts . This Royalty Right Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Royalty Right Agreement. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or other electronic transmission shall be deemed an original.

ARTICLE XII

TABLE OF CONTENTS AND HEADINGS

Section 12.1 Table of Contents and Headings . The Table of Contents and headings of the Articles and Sections of this Royalty Right Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

ARTICLE XIII

TAX MATTERS; TAX DISCLOSURE

Section 13.1 Tax Matters . The Issuer and the Holder intend that the Royalty Right be treated for U.S. federal, state and local tax purposes as a contractual right to receive the

Royalty Right Payment Amounts, if any. The Issuer and the Holder do not intend that the Royalty Right be treated as an equity or ownership interest in the Issuer, and neither the Issuer nor the Holder shall take any action inconsistent with such treatment. The Holder shall treat the Royalty Right Payment Amounts, if any, as ordinary income for U.S. federal, state and local tax purposes, and neither the Issuer nor the Holder shall take any action inconsistent with such treatment.

Section 13.2 Tax Disclosure . Notwithstanding anything expressed or implied to the contrary herein, the Holder, on the one hand, and the Issuer, on the other hand, and its respective employees, representatives and agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and the tax structure of the transactions contemplated by this Royalty Right Agreement and the agreements and instruments referred to herein and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure; provided , however , that neither such Person nor any employee, representative or other agent thereof shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of such transactions (including the identity of any party and any information that could lead another to determine the identity of any party) or any other information to the extent that such disclosure could reasonably result in a violation of any Law relating to federal or state securities matters. For these purposes, the tax treatment of the transactions contemplated by this Royalty Right Agreement and the agreements and instruments referred to herein means the purported or claimed U.S. federal or state tax treatment of such transactions. Moreover, the tax structure of the transactions contemplated by this Royalty Right Agreement and the agreements and instruments referred to herein includes any fact that may be relevant to understanding the purported or claimed U.S. federal or state tax treatment of such transactions.

ARTICLE XIV

AMENDMENTS TO EXISTING ROYALTY RIGHT AGREEMENT(S)

Section 14.1 Amendments to Existing Royalty Right Agreement(s) . The Royalty Right Agreement or each of the Agreements dated as of the date or dates set forth on the signature page hereto (as amended, if applicable) between the Issuer and the Holder (collectively, the “ Existing Royalty Right Agreement ”) is hereby amended as follows:

(i) Section 2.3 of the Existing Royalty Right Agreement is amended and restated as follows:

“Section 2.3. Notice of First Sale Date . Within fifteen (15) days following the occurrence of the First Sale Date, the Seller shall provide notice in writing to the Purchaser of the date on which the First Sale Date occurred (the “ First Sale Notice ”).”

(ii) All references to “First Contract Notice” in Section 2.4 of the Existing Royalty Right Agreement are amended to refer to “First Sale Notice;”

(iii) The definitions of “First Contract Date” and “First Contract Notice” in Annex A to the Existing Royalty Right Agreement are hereby deleted;

(iv) The reference to “First Contract Date” in the definition of “Royalty Right Period” in Annex A to the Existing Royalty Right Agreement is amended to refer to “First Sale Date;”

(v) All references to “First Contract Date” in the definition of “Royalty Right Term” in Annex A to the Existing Royalty Right Agreement are amended to refer to “First Sale Date;” and

(vi) The following definitions are added in their relevant alphabetical location to Annex A to the Existing Royalty Right Agreement:

“ First Sale Date ” means the date of first sale of MosaiQ™ consumables in respect of the Applicable Market by the Seller (or any Affiliate, licensee or other commercial partner thereof).

“ First Sale Notice ” has the meaning set forth in Section 2.3 of this Royalty Right Agreement.

{SIGNATURE PAGE FOLLOWS}

If the foregoing is in accordance with your understanding of this Royalty Right Agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement among us and you in accordance with its terms.


Very truly yours,

QUOTIENT LIMITED

By:
		Name:
		Title:

{Signature Page to the Royalty Right Agreement}

HOLDER:

{Insert Holder’s name on line above}


By:
		Name:
		Title:
		Address:
		Email:
		Holder Account Information:


		Bank:


		ABA #:


		Account #:


		Name/Attention:


		Percentage Received:				%


		Existing Royalty Right Agreement:


		Date(s):

{Signature Page to the Royalty Right Agreement}

ANNEX A

RULES OF CONSTRUCTION AND DEFINED TERMS

Unless the context otherwise requires, in this Annex A and otherwise in this Royalty Right Agreement:

(a)	A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP, unless any Transaction Document (or other document) otherwise provides.

(b)

Where any payment is to be made, any funds are to be applied or any calculation is to be made under this Royalty Right Agreement on a day that is not a Business Day, unless this Royalty Right Agreement otherwise provides, such payment shall be made, such funds shall be applied and such calculation shall be made on the succeeding Business Day, and payments shall be adjusted accordingly, including interest unless otherwise specified.

(c)	Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders.

(d)	The definitions of terms shall apply equally to the singular and plural forms of the terms defined.

(e)	The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.

(f)

Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth in this Annex A or otherwise in this Royalty Right Agreement) and include any Annexes, Exhibits and Schedules attached thereto.

(g)	References to any Law shall include such Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor.

(h)

References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth in this Annex A or otherwise in this Royalty Right Agreement), and any reference to a Person in a particular capacity excludes such Person in other capacities.

(i)	The word “will” shall be construed to have the same meaning and effect as the word “shall”.

(j)

The words “hereof”, “herein”, “hereunder” and similar terms when used in this Annex A or otherwise in this Royalty Right Agreement shall refer to this Royalty Right Agreement as a whole and not to any particular provision hereof or thereof, and Article, Section, Annex, Schedule and Exhibit references herein and therein are references to Articles and

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Sections of, and Annexes, Schedules and Exhibits to, this Royalty Right Agreement unless otherwise specified.

(k)	In the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and each of the words “to” and “until” means “to but excluding”.

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“ Additional Amounts ” has the meaning set forth in Section 2.2(b) of this Royalty Right Agreement.

“ Affiliate ” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Stock, by contract or otherwise, and “ controlled ” has a meaning correlative thereto.

“ Applicable Market ” means the donor testing market in the United States and the European Union. For purposes of this definition, “ donor testing market ” means the collection of blood or plasma from donors and in relation to which blood grouping (characterizing blood-group antigens and antibodies to such antigens in a given blood sample) and/or serological disease screening (detecting the presence of pathogens in a blood sample that are associated with particular diseases or conditions) is performed, in each case, by agencies that collect blood or plasma from donors.

“ Approved Jurisdiction ” means Jersey, Channel Islands, the United States of America, any state or commonwealth thereof or the District of Columbia or any other country which is on the date hereof a member of the Organization of Economic Cooperation and Development.

“ Business Day ” means any day other than a Saturday, a Sunday or any other day on which banking institutions are authorized or required by Law to close in New York City or Jersey, Channel Islands.

“ Capital Stock ” means: (a) in the case of a corporation, corporate stock or shares; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and membership rights; and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; in each case to the extent treated as equity in accordance with GAAP, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock whether or not such debt securities include any right of participation with Capital Stock

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means all information (whether written or oral, or in electronic or other form) furnished before or after the date hereof concerning the Holder or its Affiliates (including any of its equityholders), including any and all information regarding any aspect of the Holder’s business, including its owners, funds, strategy, market views, structure, investors or potential investors. Such Confidential Information includes any tax exemption form provided by the Holder to the Issuer or its Affiliates. Notwithstanding the foregoing definition, “ Confidential Information ” shall not include information that is (v) independently developed or discovered by the Issuer without use of or access to any information described in the second preceding sentence, as demonstrated by documentary evidence, (w) already in the public domain at the time the information is disclosed or has become part of the public domain after such disclosure through no

A-3

breach of this Royalty Right Agreement, (x) lawfully obtainable from other sources, (y) required to be disclosed in any document to be filed with any Governmental Authority or (z) required to be disclosed by court or administrative order or under securities Laws applicable to any party to this Royalty Right Agreement or pursuant to the rules and regulations of any stock exchange or stock market on which securities of the Issuer or its Affiliates or the Holder or its Affiliates may be listed for trading.

“ Confidentiality Agreement ” means (a) a confidentiality agreement substantially in the form of Exhibit E to the Indenture, (b) a confidentiality agreement entered into by the Holder (or its Affiliate) in connection with the issuance of the Notes by the Issuer or (c) a confidentiality agreement entered into by the Holder (or its Affiliate) in connection with the execution and delivery of the Consent by the Holder.

“ Consent ” has the meaning set forth in Section 2.1 of this Royalty Right Agreement.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). For the avoidance of doubt, Equity Interests shall not include the Royalty Right.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Royalty Right Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) or any regulations thereunder or official interpretations thereof or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement).

“ First Sale Date ” means the date of first sale of MosaiQ™ consumables in respect of the Applicable Market by the Issuer (or any Affiliate, licensee or other commercial partner thereof).

“ First Sale Notice ” has the meaning set forth in Section 2.3 of this Royalty Right Agreement.

“ GAAP ” means generally accepted accounting principles in effect in the United States from time to time.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Holder ” has the meaning set forth in Section 2.1 of this Royalty Right Agreement.

“ Holder Account ” means the account described as such on the signature page hereto, as such account may be changed by the Holder in its sole discretion from time to time (including in connection with any Transfer of the Royalty Right in accordance with Section 2.6) upon five

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Business Days’ prior written notice to the Issuer in accordance with Section 6.1 of this Royalty Right Agreement.

“ Indenture ” has the meaning set forth in Section 2.1 of this Royalty Right Agreement.

“ IRS ” means the U.S. Internal Revenue Service or any successor thereto.

“ Issuer ” has the meaning set forth in the preamble to this Royalty Right Agreement.

“ Laws ” means, collectively, all international, foreign, federal, state and local laws, statutes, treaties, rules, guidelines, regulations, ordinances, judgments, orders, writs, injunctions, decrees, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ MosaiQ ^TM ” means the technology platform being developed by the Issuer and its Subsidiaries that is known as MosaiQ ^TM (whether marketed under such name or any other name), comprised of a high-throughput instrument and the related consumables for use with such instrument.

“ MosaiQ ^TM Net Sales ” means the gross amount invoiced for sales of MosaiQ ^TM instruments and related consumables in arm’s length sales by the Issuer, any of its Affiliates or the Issuer’s licensees, sublicensees, assignees, transferees or other commercial partners (or any of their respective Affiliates) to independent, unrelated third parties, less the following deductions from such gross amounts that are actually incurred, allowed, accrued or specifically allocated: (i) credits, price adjustments or allowances for damaged products (to the extent not covered by insurance), defective goods, returns or rejections of MosaiQ ^TM instruments and/or related consumables; (ii) normal and customary trade, cash and quantity discounts, allowances and credits (other than price discounts granted at the time of invoicing that have been already reflected in the gross amount invoiced); (iii) chargeback payments, rebates and similar allowances (or the equivalent thereof) granted to group purchasing organizations, managed health care organizations, distributors or wholesalers or to federal, state/provincial, local and other governments, including their agencies, or to trade customers; (iv) any fees paid to any third party logistics providers, wholesalers and distributors; (v) any freight, postage, shipping, insurance and other transportation charges incurred by the selling Person in connection with shipping MosaiQ ^TM instruments and/or related consumables to third party logistics providers, wholesalers and distributors and to customers; (vi) adjustments for billing errors or recalls; (vii) sales, value-added (to the extent not refundable in accordance with applicable Law), and excise taxes, tariffs and duties, and other taxes (including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable Laws), levied on, absorbed, determined or imposed with respect to such sale (but not including taxes assessed against the income derived from such sale); and (viii) amounts written off by reason of uncollectible debt, provided that if the debt is thereafter paid, the corresponding amount shall be added to the MosaiQ ^TM Net Sales of the period during which it is paid. MosaiQ ^TM Net Sales, as set forth in this definition, shall be calculated applying, in accordance with GAAP, the standard accounting practices the selling

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Person customarily applies to other branded products sold by it or its Affiliates under similar trade terms and conditions.

“ Notes ” means the 12% Senior Secured Notes of the Issuer.

“ Officer’s Certificate ” means a certificate signed by the chief executive officer, president, chief financial officer, any vice president, the controller, the treasurer or the secretary of the Issuer in his or her capacity as such an officer.

“ Person ” means an individual, corporation, partnership, association, limited liability company, unincorporated organization, trust, joint stock company or joint venture, a Governmental Authority or any other entity.

“ Relevant Taxing Jurisdiction ” means, with respect to any payment under this Royalty Right Agreement or the Royalty Right made by the Issuer or a paying agent appointed by it, (1) any jurisdiction, or any political subdivision or governmental authority thereof or therein having the power to tax, from or through which the Issuer or such paying agent makes such payment or (2) any jurisdiction in which the Issuer or such paying agent is incorporated or organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax.

“ Report ” has the meaning set forth in Section 2.2(a) of this Royalty Right Agreement.

“ Royalty Right ” means the right to receive the Royalty Right Payment Amounts pursuant to, and subject to the terms and conditions of, this Royalty Right Agreement.

“ Royalty Right Agreement ” means this royalty right agreement to which this Annex A is attached and made part.

“ Royalty Right Payment Amount ” means, with respect to any Royalty Right Period, the product of (a) the Royalty Right Percentage multiplied by (b) MosaiQ™ Net Sales in the Applicable Market during such Royalty Right Period.

“ Royalty Right Payment Date ” means each March 20 and September 20 during the Royalty Right Term and the first March 20 or September 20 following the end of the Royalty Right Term.

“ Royalty Right Percentage ” means the percentage set forth on the signature page hereto.

“ Royalty Right Period ” means the two full calendar quarters preceding the applicable Royalty Right Payment Date (or, in the case of the first such Royalty Right Payment Date, for the period beginning on the First Sale Date and ending on the last day of the calendar quarter preceding such Royalty Right Payment Date).

“ Royalty Right Term ” means the period commencing on the First Sale Date and ending on the last day of the calendar quarter in which the eighth anniversary of the First Sale Date occurs.

“ Subsidiary ” means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity)

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of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (b) any partnership, joint venture, limited liability company or similar entity of which (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. For purposes of clarity, a Subsidiary of a Person shall not include any Person that is under common control with the first Person solely by virtue of having directors, managers or trustees in common and shall not include any Person that is solely under common control with the first Person (i.e., a sister company with a common parent).

“ Successor Company ” has the meaning set forth in Section 3.1 of this Royalty Right Agreement.

“ Taxes ” means any present or future tax, fee, duty, levy, tariff, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto).

“ Transfer ” means sell, assign, transfer, pledge, hypothecate, encumber, gift or in any other manner dispose of.

“ U.S. ” or “ United States ” means the United States of America, its 50 states, each territory thereof and the District of Columbia.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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Exhibit 99.1

LOGO

Quotient Limited Announces Receipt of Consents to Modifications to the Company’s Senior Secured Notes

JERSEY, Channel Islands, December 4, 2018 (GLOBE NEWSWIRE) — Quotient Limited (NASDAQ:QTNT), a commercial-stage diagnostics company (the Company), today announced the receipt of consents from the holders of its Senior Secured Notes (the Notes) to certain amendments (the Proposed Amendments) to the indenture governing the Notes (the Indenture).

Franz Walt, Quotient’s Chief Executive Officer noted, “the Proposed Amendments include a six-month extension of the final maturity of the Notes to April 2024 and a revision of the Notes’ principal amortization (currently scheduled to commence semi-annually beginning April 2019) to commence April 2021, in order to better align the maturity and amortization schedule with our financial goals. Mr. Walt added, “the revised amortization schedule will defer approximately $39.6 million of principal amortization currently scheduled to occur between April 2019 and April 2021. In addition, the Proposed Amendments include a one-year extension of the optional redemption call schedule to October 2022.”

Modifications of Senior Secured Notes

The Company issued an initial $84.0 million aggregate principal amount of the Notes in October 2016 and an additional $36.0 million aggregate principal amount of the Notes in June 2018. In connection with the issuance of the Notes, the Company sold to the purchasers the right to receive, in the aggregate, a payment equal to 2% of the aggregate net sales of MosaiQ™ instruments and consumables in the donor testing market in the European Union and the United States (the Royalty Right).

On December 4, 2018, the Company entered into a first supplemental indenture (the Supplemental Indenture) to modify the terms of the Notes as follows:

•

extend the maturity date of the Notes to April 15, 2024

•

revise the principal amortization schedule as follows:


Payment Date		Amount*
April 15, 2021		$ 10,000,000
October 15, 2021		$ 10,000,000
April 15, 2022		$ 15,000,000


October 15, 2022		$ 20,000,000
April 15, 2023		$ 20,000,000
October 15, 2023		$ 20,000,000
April 15, 2024		$ 25,000,000

*	Amounts reflected in the table are based on the $120.0 million aggregate principal amount of the notes outstanding

•

revise the periods and redemption prices related to the optional redemption provisions of the Notes as follows:


Period	Redemption Price
From and including October 14, 2018 to and including October 13, 2019		112.00	%
From and including October 14, 2019 to and including October 13, 2020		112.00	%
From and including October 14, 2020 to and including October 13, 2021		106.00	%
From and including October 14, 2021 to and including October 13, 2022		103.00	%
From and including October 14, 2022 and thereafter		100.00	%

•

permit the Company to issue up to an additional $25.0 million aggregate principal amount of Notes following the European CE marking of the Company’s initial MosaiQ ^TM IH Microarray

In consideration for these modifications, the Company has agreed to pay to the noteholders a one-time consent payment of $32.50 per $1,000 principal amounts of Notes (the Consent Fee) and agreed to increase the aggregate amount of the Royalty Right from 2% to 3%. The Supplemental Indenture became effective on December 4, 2018, but the Proposed Amendments will not become operative until the Depository Trust Company issues certain proxies formally confirming the noteholders’ ability to act as record holders of the notes, the Company pays in full the Consent Fee and the Company and each of the noteholders enter into the related royalty rights agreements. The Company expects to pay the Consent Fee and enter into the royalty rights agreements promptly following the receipt of such proxies, which the Company expects to occur by year end 2018.

About Quotient Limited

Quotient is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQ ^TM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company’s operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding our expectations of continued growth, the development, regulatory approval, commercialization and impact of MosaiQ and other new products (including the application of MosaiQ to infectious disease diagnostics), the Proposed Amendments becoming operative, and the issuance of additional Notes. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include delays or denials of regulatory approvals or clearances for products or applications; market acceptance of our products; the impact of competition; the impact of facility expansions and expanded product development, clinical, sales and marketing activities on operating expenses; delays or other unforeseen problems with respect to manufacturing, product development or field trial studies; adverse results in connection with any ongoing or future legal proceeding; continued or worsening adverse conditions in the general domestic and global economic markets; as well as the other risks set forth in the Company’s filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Quotient disclaims any obligation to update these forward-looking statements.

The Quotient logo and MosaiQ™ are registered trademarks or trademarks of Quotient Limited and its subsidiaries in various jurisdictions.

CONTACT: Christopher Lindop, Chief Financial Officer - chris.lindop@quotientbd.com; +41 799 61 69 38

Exhibit 99.2

QBD (QSIP) Limited

PO Box 1075, Elizabeth House, 9 Castle Street, St Helier,

Jersey JE4 2PQ Channel Islands

April 24, 2017

The Technology Partnership plc

Melbourn Science Park,

Melbourn,

Hertfordshire, SG8 6EE

United Kingdom

Attention: Dr. Sam Hyde, Managing Director

Dear Sir,

I write with reference to the Intellectual Property Rights Agreement between The Technology Partnership plc (“TTP”) and QBD (QSIP) Limited (“QBD-IP”) made on March 4, 2014 (the “IPR Agreement”). This letter records certain proposed amendments to the IPR Agreement that we have discussed. By signing this letter we are agreeing to the revised terms set out herein, on behalf of QBD-IP. If you on behalf of TTP also agree to these amended terms, please print and counter-sign this letter in the space provided and scan and email it back to me for our records.

We have agreed that the IPR Agreement shall be amended as follows:

1.	Under Section 2.11.2 the due date for the payment of up to USD$7,000,000 of amounts payable by QBD-IP to TTP, which as of April 24, 2017 have not yet been paid, shall be as follows:

[***] upon receipt of the first Ortho Clinical Diagnostics milestone;

[***] on September 30, 2018;

[***] on September 30, 2019;

[***] on September 30, 2020; and

[***] on September 30, 2021.

2.	This amendment is made subject to all other provisions of the IPR Agreement.

Yours Sincerely,

/s/ Paul Cowan

Paul Cowan

Chairman and CEO

QBD (QS-IP) Limited

Agreed by Dr. Sam Hyde, Managing Director, for and on behalf of The Technology Partnership plc.

/s/ Sam Hyde

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

Exhibit 99.3

First Amendment to the Supply Agreement

effective as of December 19 ^th , 2016

Between

STRATEC Biomedical AG (“STRATEC”) Gewerbestr. 37, 75217 Birkenfeld, Germany

and

QBD (QS IP) Ltd. (“QBD”), PO Box 1075, Elizabeth House, 9 Castle Street, St Helier JE4 2QP, Jersey, Channel Islands

(hereinafter referred together as “Parties”)

WHEREAS on April 1 ^st , 2014 the Parties have signed a Supply Agreement (“Supply Agreement”).

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

Section 1.21 “Supply Start Date” shall be amended to read as follows:

“As used herein, “Supply Start Date” means the date of successful completion of Milestone 8.2 under the Development Agreement.”

The Parties agree as follows:

The intended supply of the first Production Instrument is to commence in Q4 2017. QBD hereby orders [***] Production Instruments for delivery in Q4 2017 and Ql 2018 as a firm purchase order according to a delivery schedule to be agreed between the Parties by 31 August 2017. QBD also commits to reimburse STRATEC for the cost of [***] Spare Parts sets as defined and set out in Exhibit A and quoted separately. The spare parts will be managed in alignment with Section 10.3. Concerning such Purchase Instruments the Rolling Forecast as set out in 5.1 shall not apply and the Parties agree that the next Rolling Forecast shall be due on October 1 ^st , 2017 in accordance with Section 5.1.

The parts for the Pre-Production Instruments may be sourced by STRATEC together with the parts for the Production Instruments, on basis of the forecast as stated above. Any potential scrapping costs which are caused by changes due to request of QBD or caused due to earlier sourcing of pre-production material, shall be borne by QBD.

The Parties agree to substitute Section 6.1 “Pricing” of the Supply Agreement as follows:

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

“The price of the Production Instrument shall be [***] per unit for quantities up to the Minimum Commitment. The price increase to the originally quoted [***] [***] is caused by design changes requested by QBD as set out in Exhibit B.”

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

IN WlTNESS WHEREOF, the Parties have executed this Amendment as of the First Amendment Effective Date.


Quotient QS IP Ltd.		STRATEC Biomedical AG

By:	/s/ Edward Farrell	By:	/s/ Robert Siegle
Name: Ed Farrell		Name: Dr. Robert Siegle
Title: President		Title: Member, Board of Management

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

Exhibit B

New Price of the Production Instrument after design changes requested by QBD


	Base price	WB Recon + Development	Housing including tooling	Pre-Heat-Zone
				Camera Module new lighting

		Development effort depreciated over units		Washer (1+2 combined)
		[]*		Monitor 18”, PCAP

Additional cost per introduced change (€)		[]*	[]*	[]*
Instrument Cost (€)	[]*	[]*	[]*	[]*

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