Exhibit 4.19


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES 


 


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


 


EXCHANGE
ACT OF 1934


 


The following is a summary of the material
terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as of March 22, 2021. The following description of the terms of our common shares is not meant to be complete and is qualified
by reference to our articles of association (“articles of association”), which is incorporated by reference as an exhibit
to our Annual Report on Form 20-F, of which this exhibit is a part. We encourage you to read our articles of association and the
applicable provisions of Swiss law for additional information.


 


The Company


 


We are a Swiss stock corporation (société
anonyme) organized under the laws of Switzerland. We were formed as a Swiss limited liability company (société
à responsabilité limitée) on February 13, 2003 with our registered office and domicile in Basel, Switzerland.
We converted to a Swiss stock corporation (société anonyme) under the laws of Switzerland on August 4, 2003.
Our domicile and registered office is in Ecublens, near Lausanne, Canton of Vaud, Switzerland. Our head office is currently located
at EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland.


 


Share Capital


 


As of March 22, 2021, our issued share
capital is CHF 1,537,748.98, consisting of 76,887,449 common shares with a nominal value of CHF 0.02 each. We have no dividend
rights certificates (bons de jouissance).


 


Articles of Association


 


On February 23, 2021, we adopted the articles
of association and when we refer to our articles of association, we refer to the articles of association as filed as Exhibit 3.1
to our Annual Report on Form 20-F.


 


Purpose


 


Under our articles of association, our
purpose is the research, study, development, manufacture, promotion, sale and marketing of products and substances within the pharmaceutical
and nutrition industry as well as the purchase, sale and exploitation of patents and licenses in this field. We may engage in any
activities which are apt to favor our purpose directly or indirectly. We may also acquire and sell real estate. We may open branch
offices in Switzerland and abroad and may also acquire participations in other companies. We may provide securities to our subsidiaries
and supply guarantees.


 


Ordinary Capital Increase, Authorized and Conditional
Share Capital


 


Under Swiss law, we may increase our share
capital (capital-actions) with a resolution of the general meeting of shareholders (ordinary capital increase) that must
be carried out by the board of directors within three months of the general meeting of shareholders in order to become effective.
Under our articles of association, in the case of an increase of capital against payment of contributions in cash, a resolution
passed by a simple majority of the votes cast at the general meeting of shareholders regardless of abstentions and empty or invalid
votes is required. In the case of the limitation or withdrawal of subscription rights or in the case of an increase of capital
out of equity, against contribution in kind, or for the purpose of acquisition of assets and the granting of special benefits,
a resolution passed by at least two-thirds of the shares represented at a general meeting of shareholders and the absolute majority
of the nominal amount of the shares represented is required.


 


Furthermore, under the Swiss Code of Obligations,
or the CO, our shareholders, by a resolution passed by at least two-thirds of the shares represented at a general meeting of shareholders
and the absolute majority of the nominal amount of the shares represented, may empower our board of directors to issue shares of
a specific aggregate nominal amount up to a maximum of 50% of the share capital in the form of:


 




    


    


    

		·	conditional capital (capital conditionnel) for the purpose
of issuing shares in connection with, among other things, (i) the exercise of conversion and/or option or warrant rights granted
in connection with bonds or similar instruments, issued or to be issued by the Company or by one of our subsidiaries or (ii) the
exercise of option rights granted to employees of the Company or a subsidiary, members of our board of directors or any consultant
of the Company, or other persons providing services to the Company or a subsidiary; or






		·	authorized capital (capital-actions autorisé) to be
utilized by the board of directors within a period determined by the shareholders but not exceeding two years from the date of
the shareholder approval.



 


Pre-Emptive Rights


 


Pursuant to the CO, shareholders have in
principle pre-emptive subscription rights (droit préférentiel de souscription). With respect to conditional
capital in connection with the issuance of conversion rights, convertible bonds or similar debt instruments, shareholders have
in principle advance subscription rights (droit de souscrire préalablement).


 


A resolution passed at a general meeting
of shareholders by at least two-thirds of the shares represented and the absolute majority of the nominal value of the shares represented
may authorize our board of directors to withdraw or limit pre-emptive subscription rights or advance subscription rights in certain
circumstances.


 


If pre-emptive subscription rights are
granted, but not exercised, the board of directors may allocate the non-exercised pre-emptive subscription rights as it elects
but has to follow the principle of equal treatment of the shareholders.


 


Our Authorized Share Capital


 


Under Article 3a of our articles of association,
board of directors is authorized to increase the share capital, in one or several steps until 27 June 2022, by a maximum amount
of CHF 190,000 by issuing a maximum of 9,500,000 registered shares with a par value of CHF 0.02 each, to be fully paid up. An increase
of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or another third party or
third parties, followed by an offer to the then-existing shareholders of the Company and (ii) in partial amounts shall also be
permissible.


 


The board of directors is authorized to
determine the time of the issuance, the issue price, the manner in which the new registered shares have to be paid up, the date
from which the registered shares carry the right to dividends, the conditions for the exercise of the preemptive rights and the
allotment of preemptive rights that have not been exercised. The board of directors may allow the pre-emptive rights that have
not been exercised to expire, or it may place with third parties such rights or registered shares, the pre-emptive rights of which
have not been exercised, at market conditions or use them otherwise in the interest of the Company.


 


The board of directors is authorized to
withdraw or limit the pre-emptive rights of the shareholders and to allot them to third parties:


 


		·	if the issue price of the new registered shares is determined by reference
to the market price; 






		·	for the acquisition of an enterprise, part of an enterprise or participations,
or for the financing or refinancing of any of such acquisition, or in the event of share placement for the financing or refinancing
of such placement; 






		·	for purposes of broadening the shareholder constituency of the Company
in certain financial or investor markets, for purposes of the participation of strategic partners, or in connection with the listing
or registration of new registered shares on domestic or foreign stock exchanges; 






		·	for purposes of granting an over-allotment option (Greenshoe) of up
to 20% of the total number of registered shares in a placement or sale of registered shares to the respective initial purchaser(s)
or underwriter(s); 



 




    


    


    

		·	for raising of capital (including private placements) in a fast and
flexible which probably could not be reached without the exclusion of the statutory pre-emptive right of the existing shareholders;







		·	for other valid grounds in the sense of Article 652b para. 2 CO; or






		·	following a shareholder or a group of shareholders acting in concert
having accumulated shareholdings in excess of 33 1/3 % of the share capital registered in the commercial register without having
submitted to the other shareholders a takeover offer recommended by the board of directors, or for the defense of an actual, threatened
or potential takeover bid, in relation to which the board of directors, upon consultation with an independent financial adviser
retained by it, has not recommended to the shareholders acceptance on the basis that the board of directors has not found the takeover
bid to be financially fair to the shareholders.



 


Our Conditional Share Capital


 


Conditional Share Capital for Bonds and Similar
Debt Instruments


 


Under Article 3b of our articles of
association, our share capital may be increased by a maximum aggregate amount of CHF 91,560.94 through the issue of a maximum
of 4,578,047 common shares, payable in full, each with a nominal value of CHF 0.02, through the exercise of conversion and/or
option or warrant rights granted in connection with bonds or similar instruments, issued or to be issued by the Company or by
one of our subsidiaries, including convertible debt instruments. Shareholders do not have pre-emptive subscription rights in
such circumstances.


 


Shareholders’ subscription rights
are excluded. Shareholders’ advance subscription rights with regards to new bonds or similar instruments may be restricted
or excluded by decision of the board of directors in order to finance or re-finance the acquisition of companies or holdings, or
new investments planned by the Company, or in order to issue convertible bonds and warrants on the international capital markets
or through private placement. If advance subscription rights are excluded, then (i) the instruments are to be placed at market
conditions; (ii) the exercise period is not to exceed ten years from the date of issue for warrants and twenty years for conversion
rights; and (iii) the conversion or exercise price for the new shares is to be set at least in line with the market conditions
prevailing at the date on which the instruments are issued. The respective holders of conversion and/or option or warrant rights
are entitled to subscribe the new shares.


 


Conditional Share Capital for Employee Benefit
Plans


 


Under Article 3c of our articles of association,
our share capital may, to the exclusion of the pre-emptive subscription rights of shareholders, be increased by a maximum aggregate
amount of CHF 65,954.32 through the issue of a maximum of 3,297,716 common shares, payable in full, each with a nominal value of
CHF 0.02, in connection with the exercise of option rights granted to employees of the Company or one of our subsidiaries, members
of the board of directors or any consultant, or other persons providing services to the Company or one of our subsidiaries. The
board of directors specifies the precise conditions of issue including the issue price of the shares.


 


Uncertificated Securities


 


Our shares are uncertificated securities
(droits-valeurs, within the meaning of Article 973c of the CO) and, when administered by a financial intermediary (dépositaire,
within the meaning of the Federal Act on Intermediated Securities, “FISA”), qualify as intermediated securities (titres
intermédiés, within the meaning of the FISA). In accordance with Article 973c of the CO, we maintain a non-public
register of uncertificated securities (registre des droits-valeurs). We may at any time convert uncertificated securities
into share certificates (including global certificates), one kind of certificate into another, or share certificates (including
global certificates) into uncertificated securities. Following entry in our share register, a shareholder may at any time request
from us a written confirmation in respect of the shares held by such shareholder, as reflected in the share register.


 




    


    


    

General Meeting of Shareholders


 


Ordinary/Extraordinary Meetings, Powers


 


The general meeting of shareholders is
our supreme corporate body. Under Swiss law, ordinary and extraordinary general meetings of shareholders may be held. Under Swiss
law, an ordinary general meeting of shareholders must be held annually within six months after the end of a Company’s financial
year. In our case, this generally means on or before June 30.


 


The following powers are vested exclusively
in the general meeting of shareholders:


 


		·	adopting and amending the articles of association, including change
of a company’s purpose or domicile;






		·	electing and removal of the members of the board of directors, the
chairman of the board of directors, the members of the compensation committee, the auditors and the independent proxy;






		·	approving the management report and the consolidated accounts;






		·	approving the annual accounts and resolutions on the allocation of
the disposable profits, and in particular setting the dividend and the shares of profit to board members;






		·	approving the total compensation paid to members of the board of directors
and executive management;






		·	discharging the members of the board of directors and executive management
from liability with respect to their tenure in the previous financial year;






		·	dissolving a company with or without liquidation; and






		·	passing resolutions concerning all matters which are reserved to the
authority of the general meeting of shareholders by law or by the articles of association. 



 


An extraordinary general meeting of shareholders
may be called by a resolution of the general meeting, the board of directors or, under certain circumstances, by a company’s
auditor, liquidator or the representatives of convertible bond holders, if any. In addition, the board of directors is required
to convene an extraordinary general meeting of shareholders if shareholders representing at least 10% of the share capital request
such general meeting of shareholders in writing. Such request must set forth the items to be discussed and the proposals to be
acted upon. The board of directors must convene an extraordinary general meeting of shareholders and propose financial restructuring
measures if, based on a company’s stand-alone annual statutory balance sheet, half of the share capital and reserves are
not covered by its assets.


 


Voting and Quorum Requirements


 


Shareholder resolutions and elections (including
elections of members of the board of directors) require the affirmative vote of the simple majority of the votes cast at the general
meeting of shareholders regardless of abstentions or empty or invalid votes, unless statutory law or the articles of association
state otherwise.


 


A resolution of the general meeting of
the shareholders passed by at least two-thirds of the shares represented at the meeting, and the absolute majority of the nominal
value of the shares represented is required for:


 


		·	amending a company’s corporate purpose;






		·	creating shares with privileged voting rights;






		·	restricting the transferability of common shares;






		·	creating authorized or conditional share capital;






		·	increasing the share capital out of equity, against contributions
in-kind or for the purpose of acquiring assets and granting of special benefits;






		·	limiting or withdrawing shareholder’s pre-emptive subscription
rights;






		·	changing a company’s domicile;






		·	alleviating or withdrawing of restrictions upon the transfer of common
shares and the removal of the voting cap of 33 1∕3% as contained in article 4 of the articles of association;






		·	removing the indemnification provision for the board of directors
and executive management as contained in article 29 of the articles of association;






		·	converting common shares into bearer shares and vice versa;






		·	dissolving or liquidating a company; and






		·	amending or eliminating article 17 (resolutions and elections)
of the articles of association. 



 




    


    


    

The same voting requirements apply, subject
to mandatory law, to resolutions regarding transactions among corporations (including a merger, demerger or conversion of a corporation)
based on Switzerland’s Federal Act on Mergers, Demergers, Transformations and Transfer of Assets, or the Merger Act, see
“—Compulsory Acquisitions; Appraisal Rights.”


 


In accordance with Swiss law and generally
accepted business practices, our articles of association do not provide quorum requirements generally applicable to general meetings
of shareholders. To this extent, our practice varies from the requirement of NASDAQ Listing Rule 5620(c), which requires an issuer
to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding
voting stock.


 


Notice


 


General meetings of shareholders must be
convened by the board of directors or, if necessary, by the auditors at least 20 days before the date of the meeting. The general
meeting of shareholders is convened by way of a notice appearing in our official publication medium, currently the Swiss Official
Gazette of Commerce. Registered shareholders may also be informed by ordinary mail or e-mail. The notice of a general meeting of
shareholders must state the items on the agenda, the proposals to be acted upon and, in case of elections, the names of the nominated
candidates. Except in the limited circumstances listed below, a resolution may not be passed at a general meeting without proper
notice. This limitation does not apply to proposals to convene an extraordinary general meeting of shareholders or to initiate
a special investigation. No previous notification is required for proposals concerning items included in the agenda or for debates
that do not result in a vote.


 


All of the owners or representatives of
our shares may, if no objection is raised, hold a general meeting of shareholders without complying with the formal requirements
for convening general meetings of shareholders (a universal meeting). This universal meeting of shareholders may discuss and pass
binding resolutions on all matters within the purview of the ordinary general meeting of shareholders, provided that the owners
or representatives of all the shares are present at the meeting.


 


Agenda Requests


 


Pursuant to Swiss law, one or more shareholders,
whose combined shareholdings represent the lower of (i) at least one tenth of the share capital or (ii) an aggregate nominal value
of at least CHF 1,000,000, may request that an item be included in the agenda for an ordinary general meeting of shareholders.
A request for inclusion of an item on the agenda must in principle be requested in writing delivered to or mailed and received
at the registered office of the Company at least 120 calendar days before the first anniversary of the date that the Company's
proxy statement was released to shareholders in connection with the previous year's ordinary general meeting of shareholders. The
request must contain, for each of the agenda items, the following information:


 


		·	a brief description of the business desired to be brought before the
ordinary general meeting of shareholders and the reasons for conducting such business at the ordinary general meeting of shareholders;






		·	the name and address, as they appear in our share register, of the
shareholder proposing such business;






		·	the number of shares of the Company which are beneficially owned by
such shareholder; 






		·	the dates upon which the shareholder acquired such shares;






		·	documentary support for any claim of beneficial ownership;






		·	any material interest of such shareholder in such business; and






		·	a statement in support of the matter and, for proposals sought to
be included in the Company's proxy statement, any other information required by Securities and Exchange Commission Rule 14a-8.



 


In addition, if the shareholder intends
to solicit proxies from the shareholders of the Company, such shareholder shall notify the Company of this intent in accordance
with Securities and Exchange Commission Rule 14a-4 and/or Rule 14a-8.


 


Our annual business report, the compensation
report and the auditor’s report must be made available for inspection by the shareholders at our registered office no later
than 20 days prior to the general meeting of shareholders. Shareholders of record may be notified of this in writing.


 




    


    


    

Voting Rights


 


Each of our shares entitles its holder
to one vote, regardless of its nominal value. The shares are not divisible. The right to vote and the other rights of share ownership
may only be exercised by shareholders (including any nominees) or usufructuaries who are entered in our share register at cut-off
date determined by the board of directors. Those entitled to vote in the general meeting of shareholders may be represented by
the independent proxy holder (annually elected by the general meeting of shareholders), another registered shareholder or third
person with written authorization to act as proxy or the shareholder’s legal representative. The chairman has the power to
decide whether to recognize a power of attorney.


 


Our articles of association state that
no individual or legal entity may, directly or indirectly, formally, constructively or beneficially own or otherwise control voting
rights (“Controlled Shares”) with respect to 33 1∕3% or more of the registered share capital recorded in the
Commercial Register except if such individual or legal entity submits prior to the acquisition of such Controlled Shares an orderly
tender offer to all shareholders with a minimum price of the higher of (i) the volume weighted average price of the last 60 trading
days prior to the publication of the tender offer or (ii) the highest price paid by such individual or legal entity in the 12 months
preceding to the publication of the tender offer. Those associated through capital, voting power, joint management or in any other
way, or joining for the acquisition of shares, will be regarded as one person. The common shares exceeding the limit of 33 1/3%
and not benefitting from the exemption regarding a tender offer will be entered in our share registered as shares without voting
rights. The board of directors may in special cases approve exceptions to the above regulations. Additional voting caps apply to
shareholders acquiring shares for other persons (nominees).


 


Dividends and Other Distributions


 


Our board of directors may propose to shareholders
that a dividend or other distribution be paid but cannot itself authorize the distribution. Dividend payments require a resolution
passed by a simple majority of the votes cast at a general meeting of shareholders regardless of abstentions or empty or invalid
votes. In addition, our auditors must confirm that the dividend proposal of our board of directors conforms to Swiss statutory
law and our articles of association.


 


Under Swiss law, we may pay dividends only
from the disposable profit and from reserves formed for this purpose, each as evidenced by our audited stand-alone statutory balance
sheet prepared pursuant to Swiss law, and after allocations to reserves required by Swiss law and the articles of association have
been deducted. We are not permitted to pay interim dividends out of profit of the current business year.


 


Distributable reserves are generally booked
either as “free reserves” (réserves libres) or as “reserve from capital contributions” (apports
de capital). Under the CO, if our general reserves (réserve générale) amount to less than 20% of
our share capital recorded in the Commercial Register (i.e., 20% of the aggregate nominal value of our issued capital), then at
least 5% of our annual profit must be retained as general reserves. The CO permits us to accrue additional general reserves. Further,
a purchase of our own shares (whether by us or a subsidiary) reduces the distributable reserves in an amount corresponding to the
purchase price of such own shares. Finally, the CO under certain circumstances requires the creation of revaluation reserves which
are not distributable.


 


Distributions out of issued share capital
(i.e. the aggregate nominal value of our issued shares) are not allowed and may be made only by way of a share capital reduction.
Such a capital reduction requires a resolution passed by a simple majority of the votes cast at a general meeting of shareholders
regardless of abstentions or empty or invalid votes. The resolution of the shareholders must be recorded in a public deed and a
special audit report must confirm that claims of our creditors remain fully covered despite the reduction in the share capital
recorded in the Commercial Register. The share capital may be reduced below CHF 100,000 only if and to the extent that at the same
time the statutory minimum share capital of CHF 100,000 is reestablished by sufficient new fully paid-up capital. Upon approval
by the general meeting of shareholders of the capital reduction, the board of directors must give public notice of the capital
reduction resolution in the Swiss Official Gazette of Commerce three times and notify creditors that they may request, within two
months of the third publication, satisfaction of or security for their claims. The reduction of the share capital may be implemented
only after expiration of this time limit.


 




    


    


    

Our board of directors determines the date
on which the dividend entitlement starts. Dividends are usually due and payable shortly after the shareholders have passed the
resolution approving the payment, but shareholders may also resolve at the ordinary general meeting of shareholders to pay dividends
in quarterly or other installments.


 


Transfer of Shares


 


Shares in uncertificated form (droits-valeurs)
may only be transferred by way of assignment. Shares that constitute intermediated securities (titres intermédiés)
may only be transferred when a credit of the relevant intermediated securities to the acquirer’s securities account is made
in accordance with the relevant provisions of the FISA. Article 5 of our articles of association provides that the transfer of
intermediated securities and the pledging of these intermediated securities are based on the provisions of the FISA and that transfer
of propriety as collateral by means of written assignment are not permitted.


 


Voting rights may be exercised only after
a shareholder (or usufructuaries) has been entered in our share register (registre des actions) with his or her name, first
name and address (in the case of legal entities, the registered office) as a shareholder with voting rights. Our articles of association
state that no individual or legal entity may, directly or indirectly, formally, constructively or beneficially own or otherwise
control voting rights ("Controlled Shares") with respect to 33 1∕3% or more of the registered share capital recorded
in the Commercial Register except if such individual or legal entity submits prior to the acquisition of such Controlled Shares
an orderly tender offer to all shareholders with a minimum price of the higher of (i) the volume weighted average price of the
last 60 trading days prior to the publication of the tender offer or (ii) the highest price paid by such individual or legal entity
in the 12 months preceding to the publication of the tender offer. Those associated through capital, voting power, joint management
or in any other way, or joining for the acquisition of shares, will be regarded as one person. The common shares exceeding the
limit of 33 1/3% and not benefitting from the exemption regarding a tender offer will be entered in our share registered as shares
without voting rights.


 


Additional voting caps apply to shareholders
acquiring shares for other persons (nominees).


 


Inspection of Books and Records


 


Under the CO, a shareholder has a right
to inspect our share register with respect to his own shares and otherwise to the extent necessary to exercise his shareholder
rights. No other person has a right to inspect our share register. Our books and correspondence may be inspected with the express
authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding
of our business secrets.


 


Special Investigation


 


If the shareholders’ inspection rights
as outlined above prove to be insufficient in the judgment of the shareholder, any shareholder may propose to the general meeting
of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of
shareholders approves the proposal, we or any shareholder may, within 30 calendar days after the general meeting of shareholders,
request the competent court sitting in Lausanne, Switzerland, our registered office, to appoint a special commissioner. If the
general meeting of shareholders rejects the request, one or more shareholders representing at least 10 percent of the share capital
or holders of shares in an aggregate nominal value of at least CHF 2,000,000 may request that the court appoint a special commissioner.
The court will issue such an order if the petitioners can demonstrate that the board of directors, any member of the board of directors
or our executive management infringed the law or our articles of association and thereby caused damages to the Company or the shareholders.
The costs of the investigation would generally be allocated to us and only in exceptional cases to the petitioners.


 


Compulsory Acquisitions; Appraisal Rights


 


Business combinations and other similar
transactions (i.e. mergers, demergers, transformations and certain asset transfers) that are governed by the Swiss Merger Act are,
if approved in accordance with the applicable provisions of the Swiss Merger Act, binding on all shareholders of the involved companies.
A statutory merger or demerger requires approval by at least two-thirds of the shares represented at a general meeting of shareholders
and the absolute majority of the nominal value of the shares represented. If the merger agreement provides, however, only for a
compensation payment, or in the event of an asymmetrical demerger, at least 90 percent of all shareholders of the transferring
company who are entitled to vote must approve the merger agreement and the asymmetrical demerger, respectively.


 




    


    


    

Swiss corporations may be acquired by an
acquirer through the direct acquisition of shares of the Swiss corporation. The Swiss Merger Act provides for the possibility of
a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding shares.
If such a squeeze-out merger under the Swiss Merger Act occurs, a minority shareholder subject to the squeeze-out merger could
seek to claim, within two months of the publication of the squeeze-out merger, that the consideration offered is “inadequate”
and petition a Swiss competent court to determine what “adequate” consideration is.


 


In addition, under Swiss law, the sale
of “all or substantially all of our assets” by us may require the approval of at least two-thirds of the number of
shares represented at a general meeting shareholders and the absolute majority of the nominal value of the shares represented.
Whether a shareholder resolution is required depends on the particular transaction, including whether the following test is satisfied:


 


		·	a core part of our business is sold without which it is economically
impracticable or unreasonable to continue to operate the remaining business;






		·	our assets, after the divestment, are not invested in accordance with
our statutory business purpose; and






		·	the proceeds of the divestment are not earmarked for reinvestment
in accordance with our business purpose but, instead, are intended for distribution to our shareholders or for financial investments
unrelated to our business.



 


If in a merger, demerger or transformation,
equity or shareholder rights are not adequately preserved or the compensation paid is unreasonable, within two months after the
publication of the merger, demerger or transformation resolution, each shareholder may demand that the competent court determines
what is a reasonable amount of compensation. The decision of the court is legally binding on all shareholders of the company involved,
provided that they are in the same legal position as the plaintiff. The costs of proceedings shall be borne by the acquiring company.
If the particular circumstances justify it, the court may decide that the plaintiff shall bear all or part of the cost. An action
to obtain a review of the protection of equity or shareholder rights does not affect the legal validity of the merger, demerger
or transformation resolution.


 


Board of Directors


 


Our articles of association provide that
the board of directors shall consist of at least three and not more than nine members.


 


The members of the board of directors and
the chairman are elected annually by the general meeting of shareholders for a period until the completion of the subsequent ordinary
general meeting of shareholders and are eligible for re-election. Each member of the board of directors must be elected individually.


 


Powers


 


The board of directors has the following
non-delegable and inalienable powers and duties:


 


		·	the overall management of the Company and the issuing of all necessary
directives;






		·	the determination of the Company's organization;






		·	the organization of the accounting, financial control and financial
planning systems are required for management of the Company;






		·	the appointment an dismissal of persons entrusted with managing and
representing the Company;






		·	the overall supervision of the persons entrusted with managing the
Company, in particular with regard to compliance with the law, articles of association, operational regulations and directives;






		·	the compilation of the annual report, and the preparation for the
general meeting of shareholders and implementing its resolutions;






		·	the preparation of the compensation report and to request approval
by the general meeting of shareholders regarding the compensation of the board of directors and the executive committee; and






		·	the notification of the court in the event that the Company is over-indebted.



 




    


    


    

The board of directors may assign responsibility
for preparing and implementing its resolutions or monitoring transactions to committees or individual members. It must ensure appropriate
reporting to its members. Furthermore, the board of directors may, while retaining such non-delegable and inalienable powers and
duties, delegate, in part or entirely, the management and the representation of the Company, within the limits of the law, to a
one or more individual directors (Delegates) or to third parties pursuant to the organizational regulations issued by the board
of directors.


 


Pursuant to Swiss law and Article 25 of
our articles of association, details of the delegation and other procedural rules such as quorum requirements must be set in the
organizational rules issued by the board of directors.


 


The board of directors assigns the persons
with signatory power for the Company and the kind of signatory power.


 


Indemnification of Executive Management and Directors


 


Subject to Swiss law, Article 29 of our
articles of association provides for indemnification of the current and former members of the board of directors, executive management
and their heirs, executors and administrators, against liabilities arising in connection with the performance of their duties in
such capacity, and permits us to advance the expenses of defending any act, suit or proceeding to our directors and members of
the executive management.


 


In addition, under general principles of
Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee
in the proper execution of their duties under the employment agreement with the employer.


 


Conflict of Interest, Management Transactions


 


Swiss law does not have a general provision
regarding conflicts of interest. However, the CO contains a provision that requires our directors and the members of the executive
management to safeguard the Company’s interests and imposes a duty of loyalty and duty of care on our directors and the members
of the executive management. This rule is generally understood to disqualify directors and members of the executive management
from participating in decisions that directly affect them. Our directors and executive officers are personally liable to us for
any breach of these provisions. In addition, Swiss law contains provisions under which directors and all persons engaged in the
Company’s management are liable to the Company, each shareholder and the Company’s creditors for damages caused by
an intentional or negligent violation of their duties. Furthermore, Swiss law contains a provision under which payments made to
any of the Company’s shareholders or directors or any person associated with any such shareholder or director, other than
payments made at arm’s length, must be repaid to the Company if such shareholder or director acted in bad faith.


 


Our board of directors has adopted a Code
of Business Conduct and Ethics that covers a broad range of matters, including the handling of conflicts of interest.


 


Principles of the Compensation of the Board
of Directors and the Executive Management


 


Pursuant to Swiss law, our shareholders
must annually approve the compensation of the board of directors and the persons whom the board of directors has, fully or partially,
entrusted with the management of the Company. The board of directors must issue, on an annual basis, a written compensation report
that must be reviewed together with a report on our business by our auditor. The compensation report must disclose all compensation
(as defined in section 14 of the Swiss Ordinance against Excessive Compensation in Listed Companies) granted by the Company, directly
or indirectly, to current members of the board of directors and executive management as well as to former members of the board
of directors and executive management but in the latter case only to the extent if such compensation is related to their former
role within the Company or if such compensation is not on customary market terms.


 


The disclosure concerning compensation
must in particular include the aggregate amount for the board of directors and the aggregate amount for the executive management,
as well as the particular amount of compensation for each member of the board of directors and the highest paid member of the executive
management, specifying the name and function of each person.


 




    


    


    

Certain forms of compensation are prohibited
for members of our board of directors and executive management, such as:


 


		·	severance payments provided for either contractually or in the articles
of association (compensation due until the termination of a contractual relationship does not qualify as severance payment);






		·	advance compensation;






		·	incentive fees for the acquisition or transfer of corporations, or
parts thereof, by the Company or by companies being, directly or indirectly, controlled by the us;






		·	loans, other forms of indebtedness, pension benefits not based on
occupational pension schemes and performance-based compensation not provided for in the articles of association; and 






		·	equity securities and conversion and option rights awards not provided
for in the articles of association. 



 


Compensation to members of the board of
directors and executive management for activities in entities that are, directly or indirectly, controlled by the Company is prohibited
if the compensation (i) would have been prohibited if it was paid directly by the Company, (ii) is not provided for in the articles
of association or (iii) has not been approved by the general meeting of shareholders.


 


The general meeting of shareholders annually
votes on the proposals of the board of directors with respect to:


 


		·	the maximum aggregate amount of non-performance-related compensation
of the board of directors for the next term of office;






		·	the maximum aggregate amount of a possible additional compensation
of the board of directors for the preceding business year;






		·	the maximum aggregate amount of non-performance-related compensation
of the executive management for the 12-month period starting on 1 July following the ordinary general meeting of shareholders;






		·	the maximum aggregate amount of variable compensation for the executive
management for the current year; and






		·	the maximum aggregate amount of options or shares in the Company granted
to the board of directors and the executive management. 



 


The respective total compensation amounts
include social security and occupational pension contributions for the benefit of the members of the board of directors, the executive
management and the Company.


 


If the general meeting of shareholders
refuses to approve a respective motion by the board of directors, the board of directors may either submit a new motion at the
same meeting or determine a maximum total remuneration or several maximum partial remunerations, subject to the relevant principles
of the compensation, or submit a new motion to the next general meeting of shareholders for approval.


 


In addition to fixed compensation, members
of the executive management may be paid in cash a variable compensation, depending on the achievement of certain performance criteria.
The performance criteria may include individual targets, targets of the Company or parts thereof and targets in relation to the
market, other companies or comparable benchmarks, taking into account the position and level of responsibility of the recipient
of the variable compensation. The board of directors or, where delegated to it, the compensation committee determines the relative
weight of the performance criteria and the respective target values.


 


Compensation may be paid in cash or granted
in form of options or shares in the Company. The board of directors or, to the extent delegated to it, the compensation committee
determines grant, vesting, exercise and forfeiture conditions.


 


Borrowing Powers


 


Neither Swiss law nor our articles of association
restrict in any way our power to borrow and raise funds. The decision to borrow funds is made by or under the direction of our
board of directors, and no approval by the shareholders is required in relation to any such borrowing.


 




    


    


    

Repurchases of Shares and Purchases of Own
Shares


 


The CO limits our right to purchase and
hold our own shares. We and our subsidiaries may purchase shares only if and to the extent that (i) we have freely distributable
reserves in the amount of the purchase price; and (ii) the aggregate nominal value of all shares held by us does not exceed 10
percent of our share capital. Pursuant to Swiss law, where shares are acquired in connection with a transfer restriction set out
in the articles of association, the foregoing upper limit is 20 percent. If we own shares that exceed the threshold of 10 percent
of our share capital, the excess must be sold or cancelled by means of a capital reduction within two years.


 


We currently hold 4,235,023 fully paid
up common shares of par value CHF 0.02 each, as treasury shares.


 


Shares of the Company held by us or our
subsidiaries are not entitled to vote at the general meeting of shareholders but are entitled to the economic benefits applicable
to the shares generally, including dividends and pre-emptive subscription rights in the case of share capital increases.


 


In addition, selective share repurchases
are only permitted under certain circumstances. Within these limitations, as is customary for Swiss corporations, we may purchase
and sell our own shares from time to time in order to meet imbalances of supply and demand, to provide liquidity and to even out
variances in the market price of shares.


 


Notification and Disclosure of Substantial
Share Interests


 


The disclosure obligations generally applicable
to shareholders of Swiss corporations under the Swiss Financial Market Infrastructure Act, FinMIA, do not apply to us since our
shares are not listed on a Swiss stock exchange.


 


Pursuant to Article 663c of the CO, Swiss
corporations whose shares are listed on a stock exchange must disclose their significant shareholders and their shareholdings in
the notes to their balance sheet, where this information is known or ought to be known. Significant shareholders are defined as
shareholders and groups of shareholders linked through voting rights who hold more than five percent of all voting rights.


 


Stock Exchange Listing


 


Our common shares are listed on the NASDAQ
Global Market under the symbol “ACIU.”


 


Transfer Agent and Registrar of Shares


 


Computershare Trust Company, N.A. acts
as transfer agent and registrar for our common shares. The share register reflects only record owners of our shares. Swiss law
does not recognize fractional share interests.