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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 201814/23

after giving effect to the issuance of Shares upon conversion of the Note as the Lender shall determine, in its sole discretion, and the provisions of this Section ‎9.1 shall continue to apply. Upon such a change by the Lender of the beneficial ownership limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived by the Lender without first providing the minimum notice required by this Section ‎9.1.




To the extent that any of portion of the Note is not convertible pursuant to Section ‎9.1 hereof, such portion shall remain as principal, to be evidenced by a new Note substantially in the form set forth in Annex 3 hereto. Such Note shall continue to bear interest and be subject to the terms of the Note and this Note Agreement until such time as the Lender converts the Note.


10.General Provisions


10.1.Confidentiality and Public Announcements


The Parties agree that the rules on confidentiality and public announcements set forth in the License Agreement shall apply mutatis mutandis to this Note Agreement.


10.2.Effective date


This Note Agreement shall become effective upon its execution by the Parties thereto and the exchange of signed pdf copies on the date set forth in the first page of this Note Agreement.


10.3.Costs and Expenses


Each party shall bear its own costs and expenses in connection with negotiation of this Note Agreement. In particular, the Borrower shall bear the Swiss stamp duty to be paid on the issuance of Conversion Shares in connection with the Conversion.




Any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed given only if delivered by hand or sent by facsimile transmission (with transmission confirmed) or by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified on the first page or to such other address as the Party to whom notice is to be given may have provided to the other Party in accordance with this Section ‎10.4. Such notice shall be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or on the second Business Day (at the place of delivery) after deposit with an internationally recognized overnight delivery service. Any notice delivered by facsimile shall be confirmed by a hard copy delivered as soon as practicable thereafter



© AC Immune 2015