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 

 

	A)	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. 


  
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	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. 


  
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	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) 

  
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 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


  
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 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


  
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