Settlement and Standstill Agreement between Ortho-Clinical Diagnostics, Inc. and Quotient Suisse SA/QBD (QS-IP) Limited

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

Summary

Ortho-Clinical Diagnostics, Inc. agrees to withdraw its lawsuit and request for a preliminary injunction against Quotient Suisse SA and QBD (QS-IP) Limited. In return, the defendants agree not to enter into certain agreements involving the distribution or commercialization of specified products or technology without giving Ortho at least 30 days' written notice. This agreement will end when the parties' ongoing arbitration is finally resolved or settled.

EX-10.1 2 d855774dex101.htm EX-10.1 EX-10.1

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.