LEASE ASSIGNMENT AGREEMENT dated December 9, 2009 relating to Building B1, TerreBonne Park, 1262 Eysins (Switzerland) made by and among FidFund Management SA MondelezEurope GmbH Quotient Suisse SA And Quotient Limited

EX-10.13 14 d659829dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

LEASE ASSIGNMENT AGREEMENT

dated December 9, 2009

relating to

Building B1, Terre Bonne Park, 1262 Eysins (Switzerland)

made by and among

FidFund Management SA

Mondelez Europe GmbH

Quotient Suisse SA

And

Quotient Limited

This lease assignment agreement (“Agreement”) is dated December 9, 2013, and entered into by and among (1) FidFund Management SA, chemin de Précossy 11, 1260 Nyon, Switzerland (“Landlord”), (2) Mondelez Europe GmbH, Lindebergh-Allee 1, 8152 Glattpark, Switzerland (“Assignor”), (3) Quotient Suisse SA, Rue du Grand-Chêne 2, c/o LexartisAvocats, 1003 Lausanne, Switzerland (“Assignee”) and (4) Quotient Limited, Elizabeth House, 9, Castle Street, St. Helier JE4 2QP. Jersey, Channel Islands (“Guarantor”, collectively with Landlord, Assignor and Assignee, “Parties” and each individually a “Party”).

***

Preamble

On March 10, 2010, Cadbury Europe SA, acting as tenant, entered into a lease agreement with Nemaco Fléchères B.V., Diepenbrockstraat 54, 1077WB, Amsterdam, Netherlands and NEMACO SUISSE SA, Route de Crassier 11, 1262 Eysins, Switzerland, acting collectively as the then landlords, regarding the office premises (the “Premises”) located in Building B1, Terre Bonne Park, 1262 Eysins (Switzerland) (the “Lease Agreement”).

The Lease Agreement, and its annexes, is attached hereto as Schedule A).

B)	Landlord is the current owner of the Premises, and as such has succeeded to Nemaco Fléchères B.V. and NEMACO SUISSE SA in the Lease Agreement.

C)	Assignor is the legal and universal successor of Cadbury Europe SA, further to the amalgamation of said company into the Assignor which was at the time of such amalgamation known as Kraft Foods Europe GmbH; as a result, Assignor succeeded to Cadbury Europe SA as tenant in the Lease Agreement.

D)	The Parties intend to enter into a lease assignment agreement regarding the Premises, whereby Assignee will become the new tenant of the Lease Property, with Guarantor guaranteeing payment of the rent.

Based on the foregoing, the Parties agree as follows:

1.	LEASE ASSIGNMENT

1.1

Assignment

1.1.1

Pursuant to articles 9 of the Lease Agreement and 263 of the Swiss code of obligations, Assignor hereby assigns and transfers to Assignee, which accepts, all the Assignor’s right, title and interest in and to the Lease Agreement and the Premises, subject to all the conditions and terms contained in the Lease Agreement.

1.1.2

The assignment takes effect on January 1, 2014 (the “Effective Date”).

1.1.3

Assignee agrees to pay all rent due after the Effective Date and to assume and perform, as from the Effective Date, all duties and obligations required by the terms of the Lease Agreement.

1.1.4

Currently, the amount of the rent is CHF [ ]. Assignor will provide to Assignee a copy of all increases of rent received or negotiated and accepted by Assignor with Landlord.

1.2

Bank Guarantee

1.2.1

To guarantee the execution of the obligations towards the Landlord under the Lease Agreement, Assignee is to supply, prior to or on the Effective Date at the latest, a standard bank guarantee in favor of the Landlord in an amount of CHF 305’000.—, in replacement of the guarantee supplied by Assignor.

1.2.2

The bank guarantee supplied by Assignor shall be released at the latest within two years after the Effective Date in accordance with Art. 263, par. 4 of the Swiss code of obligations.

1.3

Guarantee by Guarantor

1.3.1

In addition to the Bank Guarantee supplied by Assignee pursuant to Section 1.2, Guarantor irrevocably and unconditionally:

(a)

guarantees to the Landlord punctual performance by the Assignee of all the Assignee’s obligations under the Lease Agreement; and

(b)

undertakes with the Landlord that, whenever the Assignee does not pay any amount when due under or in connection with the Lease Agreement, the Guarantor shall immediately on demand pay that amount as if the Guarantor was the first obligor.

1.4

Inventory

1.4.1

Prior to the Effective Date, the Parties shall visit the Premises and shall establish an inventory. During this inventory process, the Parties shall validate the Schedule 1.4.1 attached hereto, and shall, to the extent necessary, amend it whereas such amendment shall not take place any later than the Effective Date

2.	MISCELLANEOUS

2.1

Amendments and Modifications

2.1.1

This Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by the Parties.

2.2

Notices

2.2.1

Any notice required to be given pursuant to this Agreement shall be in writing and in English. Delivery shall be made by registered mail or by an internationally recognized courier that verifies delivery to the relevant address set out on the first page of this Agreement or to such other address of which either Party notifies the other pursuant to this provision.

2.3

Severability

If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

2.4

Waivers

The rights of a Party shall not be prejudiced or restricted by any indulgence or forbearance extended to any other Party. A waiver to pursue any breach of contract by a Party shall not operate as a waiver of the respective right or as a waiver to claim any subsequent breach. Any provision of this Agreement may be waived only by a written statement of the waiving Party.

2.5

Assignment

The rights of the Parties under this Agreement are not assignable and shall not be transferred without the prior written consent of the other Parties.

3.	GOVERNING LAW AND JURISDICTION

3.1

Choice of Law

This Agreement, including the jurisdiction clause shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland.

3.2

Jurisdiction

Any dispute in connection to this Agreement shall be submitted to the ordinary jurisdiction of the Courts of the Canton of Vaud.

(signature page follows)

IN WITNESS WHEREOF, the Parties have executed this Agreement in three original copies.


				Glattpark, December 12, 2013
Place, Date				Place, Date



FidFund Management SA	Mondelez Europe GmbH

	/s/ P. Koossemand
By:	By:	P. Koossemand
Title:	Title:	MEU Gum & Candy RD Director



By:						By:
Title:						Title:



New York, December 9, 2013				New York, December 9, 2013
Place, Date				Place, Date


Quotient Suisse SA		Quotient Limited

/s/ Paul Cowan		/s/ Paul Cowan
By:	Paul Cowan	By:	Paul Cowan
Title:	sole director	Title:	Chairman & CEO

		/s/ Edward Farrell
		By:	Edward Farrell
		Title:	Director

List of Schedules



Schedule A)		Lease Agreement, and its annexes

Schedule 1.4.1		Definition of the Inventory and the Warrantees, updated as of the Effective Date