|Convertible Note Agreement | AC Immune SA, 11 December 2018||14/23|
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.
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.
and Public Announcements|
Parties agree that the rules on confidentiality and public announcements set forth in the License Agreement shall apply mutatis
mutandis to this Note Agreement.
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.
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.
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