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SEC Filings

AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document

Convertible Note Agreement | AC Immune SA, 11 December 20184/23

Account: 1737769-42-1





The Borrower shall use the Loan as working capital for the continuation of the business and research activities as approved by the Board.




3.1.Interest Rate


a)The Loan shall bear interest at the rate of 0.75% (zero point seventy-five percent) per annum for the period beginning on the date that is 90 days following the Closing Date until the Loan is repaid in full.


b)Subject to paragraph c) below, the Borrower shall pay accrued interest on the last day of each calendar month (each such date being an “Interest Payment Date”).


c)On an Interest Payment Date the Borrower may, by giving notice to the Lender on that date, elect not to pay the interest due on that Interest Payment Date. If the Borrower makes such election on an Interest Payment Date, an amount equal to all interest accrued on the Loan ending on that date shall be added to the outstanding principal amount of the Loan and will subsequently be treated for all purposes of this Agreement as part of the principal amount of the Loan.


d)The Loan including any accrued interest shall be the “Outstanding Loan”.


3.2.Interest Calculation and Payment


The interest shall be calculated on a 365/365 days basis and paid in common shares at the Conversion Price.


For the avoidance of doubt, the Loan shall be issued at par value and if converted, converted into new Shares of the Company. To the extent required by law, the Company will withhold the Swiss withholding tax from any interest payment (currently 35%) and deliver the corresponding documentation to the Lender. If any governmental authority requires the Borrower to deduct or withhold any amount from, or the Lender to pay any present or future tax, assessment, or other governmental charge on, any payment to Lender as a result of the interest payment (“Withholding Payment”), the Borrower will, in addition to paying the Lender such reduced payment, simultaneously pay the Lender such additional amounts such that the Lender receives the full contractual amount of the applicable payment from the Borrower as if no such Withholding Payment had occurred, provided, that Borrower shall not be required to pay such additional amounts with respect to (a) any Withholding Payment that is attributable to any withholding taxes imposed under U.S. law including FACTA, or (b) taxes resulting directly from the Lender changing its jurisdiction of domicile or form of legal entity; or (c) Swiss withholding tax imposed as a result of the Lender assigning any rights under this Agreement to more than one person or



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