Quotient Ltd (Form: 8-K, Received: 12/27/2019 17:03:40)

On Behalf of

Ortho-Clinical Diagnostics

On Behalf of Defendant

Quotient

/s/ Adam K. Derman

/s/ Anthony Candido

Adam K. Derman

Chiesa Shahinian & Giantomasi

Anthony Candido

Clifford Chance US LLP

aderman@csglaw.com

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 27, 2019 (December 20, 2019)

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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares

QTNT

The Nasdaq Global Market

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.

In its Current Report on Form 8-K, filed November 27, 2019, Quotient Limited (“we,” “us” and “our”) previously reported that, in connection with our distribution and supply agreement (the “Ortho Distribution Agreement”) with Ortho-Clinical Diagnostics Inc. (“Ortho”) to sell and distribute our MosaiQ Microarrays in certain markets:

•

we had delivered a notice to Ortho that we had terminated the Ortho Distribution Agreement, effective as of December 27, 2019,

•

Ortho had initiated an arbitration proceeding (the “Arbitration”) under the Ortho Distribution Agreement, in which it sought a declaration that we do not have the right to terminate the Ortho Distribution Agreement, specific performance of certain provisions of the Ortho Distribution Agreement and damages, and

•

Ortho had also filed a complaint (the “Complaint”) in federal district court, seeking an order enjoining us from terminating the Ortho Distribution Agreement until the Arbitration has been completed.

On December 20, 2019, we entered into an agreement (the “Ortho Dispute Agreement”) with Ortho pursuant to which Ortho agreed to withdraw the Complaint and its application for a preliminary injunction, and we agreed, while the Arbitration is pending, not to enter into any commercialization agreement in respect of products that overlap with Ortho’s rights under the Ortho Distribution Agreement without prior written notice to Ortho. On December 23, 2019, Ortho withdrew the Complaint and, on December 27, 2019, the termination of the Ortho Distribution Agreement became effective. As of the date of this current report, the Arbitration is still ongoing.

The above summary description of certain terms contained in the Ortho Dispute Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Ortho Dispute Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Number		Description

10.1		Agreement among Ortho-Clinical Diagnostics Inc., Quotient Suisse SA and QBD (QS-IP) Limited.

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 27, 2019


QUOTIENT LIMITED

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

Exhibit 10.1

AGREEMENT

1) Plaintiff Ortho-Clinical Diagnostics, Inc. (“Ortho”) agrees that it shall voluntarily withdraw without prejudice its Complaint and application for a preliminary injunction in the matter captioned Ortho-Clinical Diagnostics, Inc, v. Quotient Suisse SA and QBD (SQ-IP) Limited, Civil Action No. 19-20470 (AET), by close of business December 23, 2019, subject to the terms in this agreement (“Agreement”).

2) In consideration of Ortho’s voluntary withdrawal of its Complaint and application for a preliminary injunction, Defendants Quotient Suisse SA and QBD (QS-IP) Limited (collectively, “Defendants”) covenant and agree that neither they nor any of their affiliates will enter into any Covered Agreement (as defined below) unless Defendant shall have notified Ortho in writing at least thirty (30) days in advance. Any such notice to Ortho shall be effective when sent to Ortho’s undersigned counsel by email. The notice shall state that Defendant(s) intend(s) to enter into a Covered Agreement and shall summarize in reasonable detail the rights to be granted and the names of the other parties thereto.

3) This Agreement shall automatically terminate contemporaneously with the entry of a final award, or other final resolution or settlement, of the parties’ pending arbitration.

4) Definitions:

(a) “DSA” means the Distribution and Supply Agreement, dated as of January 29, 2015, between QBD (QS-IP) Limited, Quotient Suisse SA and Ortho-Clinical Diagnostics, Inc.

(b) “Quotient,” and “Product” have the meanings specified in the DSA.

(c) “Covered Agreement” means a contract or agreement under which Quotient grants rights to distribute, market, develop, sell, license or otherwise commercialize (i) any Product(s) that are the same as, or overlap in whole or in part with, the rights granted to Ortho under the DSA (for purposes of this Agreement, including the products called IH-2 and IH-3 as they may be refined or further developed), or (ii) any application of the MosaiQ technology that is covered by the letter agreement, dated January 29, 2015, between Ortho and Quotient.