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AC IMMUNE SA filed this Form 20-F on 03/21/2019
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Convertible Note Agreement | AC Immune SA, 11 December 201822/23

 Annex 3




$50,000,000 [•], 2018


FOR VALUE RECEIVED, AC IMMUNE SA, a Swiss stock corporation (société anonyme) registered under the registration number CHE 109.878.825 (the “Borrower”), hereby promises to pay to the order of ELI LILLY AND COMPANY, an Indiana corporation (together with its affiliates, successors, transferees and assignees, the “Lender”), on the date of Repayment, the principal sum of FIFTY MILLION DOLLARS ($50,000,000) or, if less or more, the aggregate unpaid principal amount (together with accrued and unpaid interest, if any) of the Loan made by the Lender, unless such amounts are converted into common shares of the Company in connection with a Conversion, in each case pursuant to the Note Agreement, dated as of December 11, 2018 (as amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Note Agreement.


The Borrower also promises to pay interest on the unpaid principal amount hereof on the terms, at the rates per annum and on the dates specified in the Note Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note.


To the extent paid in cash pursuant to the Note Agreement, payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to an account to be designated in writing by the Lender.


This Note is referred to in, and evidences the Loan incurred under, the Note Agreement, to which reference is made for a description of the terms of this Note. The terms and conditions of the Loan set forth in the Note Agreement are incorporated by reference herein. Any repaid principal of this Note may not be reborrowed.


This Note and any questions related thereto shall be subject to the laws of Switzerland excluding its conflict of law rules.


All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.





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