Exhibit 4.15


 





EXECUTION VERSION


 


CONVERTIBLE NOTE AGREEMENT


 


(the “Note
Agreement”) dated 11 December 2018



made by and among


 


 


 


Eli
Lilly and Company


 


Lilly Corporate
Center, Indianapolis, IN 46285, U.S.A.


 


(the
“Lender”)


 


 


 


and


 


 


 


AC Immune
SA


 


EPFL Innovation
Park Building B, 1015 Lausanne, Switzerland


 


 


 


(the
“Borrower” or “Company”)


 


(the
Lender and the Company, the “Parties” and each
a “Party”)


 


 


 


with respect
to a convertible loan granted to the Company


 



     


    
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TABLE
OF CONTENTS


 





	Preamble	3
	1	Definitions	3
	2	Convertible Loan	3
	2.1.	Loan	3
	2.2.	Lender Payment	3
	2.3.	Purpose	4
	3	Interest	4
	3.1.	Interest Rate	4
	3.2.	Interest Calculation and Payment	4
	4	Repayment and set-off	5
	4.1.	Repayment	5
	4.2.	Set-off	5
	5	Conversion	5
	5.1.	Mandatory Conversion at Long Stop Date	5
	5.2.	Conversion upon Request of the Lender	6
	5.3.	Execution of the Conversion	6
	5.4.	Set-Off of the Loan	6
	5.5.	Implementation of Conversion	6
	5.6.	Certain Corporate Events	7
	6	Representations, Warranties and Covenants	7
	6.1.	Representations and Warranties by the Borrower	7
	6.2.	Representations and Warranties by the Lender	11
	7	Indemnification and Remedies	11
	7.1.	Indemnification by the Company	11
	8	Events of Default	12
	8.1.	Events of default	12
	8.2.	Additional Default Interest Rate	13
	8.3.	Declaration of Repayment	13
	9	Limitations on Exercise	13
	9.1.	Limitation	13
	9.2.	Consequences	14
	10	General Provisions	14
	10.1.	Confidentiality and Public Announcements	14
	10.2.	Effective date	14
	10.3.	Costs and Expenses	14
	10.4.	Notices	14
	10.5.	No Waiver	15



 


 


 







 










 






     


    
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	10.6.	Entire Agreement	16
	10.7.	Severability	16
	10.8.	Waivers	16
	10.9.	Transfers or Assignments	16
	10.10.	Governing Law	16
	10.11.	Arbitration	16
	10.12.	Termination	16
	Annexes 	20



 


 





Preamble


 


		A	Borrower
                                         is a Swiss stock corporation (société anonyme) registered under the registration
                                         number CHE-109.878.825. The Borrower has an issued share capital of CHF 1’347’253.80,
                                         divided into 67’362’690 registered shares, each with a nominal value of CHF
                                         0.02 and fully paid-in (the “Shares”).



 


		B	The
                                         Lender intends to support the continuation of the Borrower’s business activity
                                         by granting to the Borrower a convertible loan, subject to the terms and conditions of
                                         this Note Agreement.



 


		1.	Definitions



 


If
not defined otherwise in this Note Agreement, capitalized terms used in this Note Agreement shall have the meaning ascribed to
them in Annex 1.


 


		2.	Convertible
                                         Loan



 


		2.1.	Loan



 


Subject
to the terms and conditions of this Note Agreement, the Lender hereby makes a convertible loan (the “Loan”) to the
Borrower in the amount of USD 50’000’000.00 (fifty million U.S. Dollars).


 


		2.2.	Lender
                                         Payment



 


The
Lender shall fund the entire amount of the Loan within three Business Days following the License Agreement Effective Date (as
defined below)(the occurrence of the payment, the “Closing” and the date of such occurrence, the “Closing Date”)
to the following bank account:


 


Account
holder: AC Immune SA, EPFL Innovation Park, Building B, CH-1015 Lausanne, Switzerland


 


Bank:
Credit Suisse (Switzerland) Ltd. 


Address
of Bank: Paradeplatz 8, 8001 Zurich, Switzerland 


Clearing:
4835


 




     


    
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Account:
1737769-42-1





SWIFT:
CRESCHZZ80A


 


		2.3.	Purpose



 


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


 


		3.	Interest



 


		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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to
a person domiciled outside the Unites States or Switzerland. If it should be unlawful under Swiss law to make such additional
payments, the applicable interest rate shall be increased to the extent that the Lender receives the full amount that it would
have received had no deduction or withholding been made.


 


		4.	Repayment
                                         and set-off



 


		4.1.	Repayment



 


The
Loan and, if applicable, any interest and other amounts outstanding thereunder shall become immediately due for repayment on the
earlier of:


 


		a)	the
                                         Business Day following the occurrence an Event of Default (the “Repayment”);
                                         provided, however, that upon the occurrence of an Event of Default under Section 8.1(‎f),
                                         the Loan and any interest and other amounts outstanding thereunder shall automatically
                                         and immediately become due and payable;



 


		b)	the
                                         conversion in accordance with and pursuant to Section 5 (the “Conversion”);
                                         or



 


		c)	November
                                         30, 2019.



 


The
Borrower may not borrow again any amount which has been repaid to the Lender.


 


		4.2.	Set-off



 


If
an Event of Default shall have occurred and be continuing, the Lender and its affiliates are hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender or its affiliates to or for the credit or the account of the Company against any and all of the obligations
of the Company now or hereafter existing under this Loan Agreement or the Note to the Lender, irrespective of whether or not the
Lender shall have made any demand under this Loan Agreement.


 


		5.	Conversion



 


		5.1.	Mandatory
                                         Conversion at Long Stop Date



 





Unless
otherwise accelerated pursuant to Section 4.1(‎a) or limited by Section 9.1, any outstanding amounts under the Loan on the
90-day anniversary of the Closing Date (the “Long Stop Date”) shall automatically be converted into common
shares of the Company (such shares, in a number to be determined as set forth below, the “Conversion Shares”).


  


The
issue price (the “Conversion Price”) of such Conversion Shares shall be the USD amount calculated by dividing
(i) the Outstanding Loan by (ii) USD 13.83.


 




     


    
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If
the Loan has not been converted into shares of the Company by the five-month anniversary of the Closing Date, the Company shall,
if requested by written notice from the Lender, immediately repay the Outstanding Loan plus accrued and unpaid interest thereon,
if any, in cash plus liquidated damages of 15% of the outstanding principal amount and accrued and unpaid interest, if any, due
under the Loan.


 


		5.2.	Conversion
                                         upon Request of the Lender



 


At
any time between the later of (i) one-month period following the Closing Date (ii) two months after the date of this Agreement,
and up to the Long Stop Date, the Lender may, subject to Section ‎9.1, in its sole discretion and until the Loan has been
fully converted, notify the Borrower of its request to convert in whole or, in the case where Section ‎9 of this Agreement
applies, in part the Outstanding Loan into common shares of the Company for an issue price corresponding to the Conversion Price.


 


		5.3.	Execution
                                         of the Conversion



 


To
execute the Conversion, the Borrower undertakes to notify the Lender with a ‎10 Business Day advance notice of an event of
Conversion in accordance with Section ‎5.1, such notice specifying the amount of the Loan to be converted and the number of
shares in the Company to be issued in connection with such Conversion. The Lender undertakes to submit a conversion notice (the
“Conversion Notice”) substantially in the form of Annex 2 to the Company in connection with any conversion
pursuant to Section ‎5.2.


 


		5.4.	Set-Off
                                         of the Loan



 


In
the event of a Conversion, the amount of the Loan and any outstanding interest thereon being converted into common shares of the
Company at the Conversion Price shall automatically be deemed repaid by set-off (Repayment by Set-off).


 


Any
fractional shares created by way of Conversion shall be disregarded and the number of shares to be issued and granted shall be
rounded downward to the next full number of shares. As to any fraction of a share which the Lender would otherwise be entitled
to purchase upon Conversion, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Conversion Price.


 


		5.5.	Implementation
                                         of Conversion



 


The
Borrower has an available amount of CHF 91’867.50 of conditional share capital as per article 3b of its Articles of Association,
pursuant to which it may issue a maximum of up to 4’593’375 registered 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, including convertible debt instruments. Such conditional capital is available for the conversion of the Loan pursuant
to the terms and conditions of this Note Agreement.


 


		5.6.	Certain
                                         Corporate Events



 




     


    
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		a)	If,
                                         at any time while the Note is outstanding, (i) the Company effects any merger or consolidation
                                         of the Company with or into another person pursuant to which the Shares are effectively
                                         converted and exchanged, (ii) the Company effects any sale of all or substantially all
                                         of its assets in one or a series of related transactions pursuant to which the Shares
                                         are effectively converted and exchanged, (iii) any tender offer or exchange offer (whether
                                         by the Company or another person) is completed pursuant to which at least a majority
                                         of the outstanding Shares are tendered and exchanged for other securities, cash or property
                                         or (iv) the Company effects any reclassification of the Shares or any compulsory share
                                         exchange pursuant to which the Shares are effectively converted into or exchanged for
                                         other securities, cash or property (other than as a result of a subdivision or combination
                                         of shares of Common Stock) (in any such case, a “Fundamental Transaction”),
                                         then prior to any subsequent conversion of the Note, the Lender shall be entitled to
                                         require the surviving entity to issue to the Lender an instrument identical to the Note
                                         (with an appropriate adjustment to the Conversion Price) such that the Lender may receive
                                         stock (or a beneficial interest in stock) of the surviving company’s stock. The
                                         terms of any agreement pursuant to which a Fundamental Transaction is effected shall
                                         include terms requiring any such successor or surviving entity to comply with the provisions
                                         of this paragraph (a) and insuring that the Note (or any such replacement security) will
                                         be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.



 


		b)	If
                                         the Company (i) declares a dividend or any other distribution of cash, securities or
                                         other property in respect of its Shares, including without limitation any granting of
                                         rights or warrants to subscribe for or purchase any shares of the Company or any subsidiary,
                                         (ii) authorizes and publicly approves, or enters into any agreement contemplating or
                                         solicits stockholder approval for any Fundamental Transaction or (iii) publicly authorizes
                                         the voluntary dissolution, liquidation or winding up of the affairs of the Company, then
                                         the Company shall deliver to the Lender a notice describing the material terms and conditions
                                         of such transaction prior to the applicable record or effective date (with sufficient
                                         time to enable conversion of the Loan prior to such record or effective date) on which
                                         a person would need to hold Shares in order to participate in or vote with respect to
                                         such transaction, and the Company will take all steps reasonably necessary in order to
                                         insure that the Lender is given the opportunity to convert this Loan prior to such time
                                         so as to participate in or vote with respect to such transaction.



 


		6.	Representations,
                                         Warranties and Covenants



 


		6.1.	Representations
                                         and Warranties by the Borrower



 


The
Borrower represents, warrants and covenants, as applicable, the following to the Lender:


 


		a)	The
                                         Borrower is a Swiss stock corporation duly incorporated and validly existing under the
                                         laws of Switzerland, with the power and authority (corporate and other) to own its properties
                                         and conduct its business in the ordinary course.



 




     


    
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		b)	The
                                         Borrower is duly authorized to enter into and perform its obligations under or in connection
                                         with this Note Agreement and the promissory note attached as Annex 3 (the “Note”).



 


		c)	The
                                         obligations of the Borrower according to this Note Agreement and the Note are valid,
                                         binding and enforceable against the Borrower subject only to bankruptcy, insolvency,
                                         reorganization, and composition or similar laws affecting creditors’ rights in
                                         general.



 


		d)	The
                                         obligations of the Borrower according to this Note Agreement and the Note do not conflict
                                         with, violate or result in a breach of any law, regulation or judgement applicable to
                                         the Company or its Articles of Association, or any agreement or commitment to which the
                                         Company is a party to or by which it is bound.



 


		e)	The
                                         Articles of Association filed with the register of commerce at the date of this Note
                                         Agreement are in full force and effect.



 


		f)	As
                                         of the date of this Note Agreement, the Company has filed all reports, schedules, forms,
                                         statements and other documents required to be filed by the Company under the Securities
                                         Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof
                                         (the “SEC Documents”), and will continue to do so until the date that
                                         is one year from the Closing Date (it being understood that the Company shall have no
                                         such obligation to file SEC Documents during such one year period if the Company ceases
                                         to be subject to the requirement to do so as a result of an acquisition of the Company
                                         by a third party that is approved by the Company’s shareholders under applicable
                                         law, other than an acquisition that would constitute a default under Section ‎8.1.h)
                                         hereof).



 


		g)	Neither
                                         the Company nor any subsidiary or affiliate, nor any person acting on its or their behalf,
                                         has, directly or indirectly, made any offers or sales of any security or solicited any
                                         offers to buy any security, under any circumstances that would require registration of
                                         the Note or the Conversion Shares under the Securities Act of 1933, as amended (the “Act”)
                                         and assuming the accuracy of the representations and warranties of the Lender contained
                                         in Section ‎6.2 hereof, the issuance of the Note and the Conversion Shares are exempt
                                         from registration under the Act.



 


		h)	The
                                         Conversion Shares, when issued, will be duly authorized, validly issued, fully paid and
                                         non-assessable and will not be subject to preemptive rights or other similar rights of
                                         stockholders of the Company.



 


		i)	The
                                         Company will reserve and maintain, at all times during which the Note is outstanding,
                                         a number of shares under its conditional share capital (or other immediately available
                                         share capital) equal to the maximum number of Conversion Shares issuable under the Note.



 


		j)	The
                                         Company owns or possesses licenses or sufficient rights to use all patents, patent applications,
                                         patent rights, inventions, know-how, trade secrets, trademarks,



 




     


    
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trademark
applications, service marks, service names, trade names and copyrights necessary to enable it to conduct its business as conducted
as of the date hereof and, to its knowledge, as proposed to be conducted as described in the SEC Documents. The Company owns or
possesses, or has a reasonable basis on which it believes it can obtain on reasonable terms, licenses or sufficient rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks, service names, trade names and copyrights necessary to enable it to conduct its business as conducted as of the
date hereof and, to its knowledge, as proposed to be conducted as described in the SEC Documents. As used in this Note Agreement,
the “Intellectual Property” means all patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights necessary to enable the
Company to conduct its business as conducted as of the date hereof and, to its knowledge, as proposed to be conducted as described
in the SEC Documents. To the Company’s knowledge, the Company has not infringed the intellectual property rights of third
parties and no third party, to the Company’s knowledge, is infringing the Intellectual Property. Except as disclosed in
the SEC Documents, there are no material options, licenses or agreements relating to the Intellectual Property, nor is the Company
bound by or a party to any material options, licenses or agreements relating to the patents, patent applications, patent rights,
inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names or copyrights
of any other Person. There is no material claim or action or proceeding pending or, to the Company’s knowledge, threatened
that challenges any of the rights of the Company in or to, or otherwise with respect to, any Intellectual Property.


 


		k)	There
                                         are no actions, suits, proceedings, or investigations pending or, to the Company’s
                                         knowledge, threatened against the Company or any of its properties (a) before any court
                                         or governmental agency (nor to the Company’s knowledge is there any basis therefor)
                                         that would be required to be disclosed by the Company pursuant to Item 103 of Regulation
                                         S-K under the Act, or (b) that question the validity of this Note Agreement or any action
                                         taken or to be taken in connection herewith,



 


		l)	The
                                         Lender may request that the Company remove, and the Company agrees to authorize the removal
                                         of any legend from the Note or Conversion Shares (and deliver or cause to be delivered
                                         to the transfer agent any required legal opinion) following any sale of such Note or
                                         Conversion Shares pursuant to Rule 144 under the Securities Act, including following
                                         the expiration of the six-month holding requirement under subparagraphs (b)(1)(i), (c)(1)
                                         and (d) thereof. Further, the Company agrees to immediately authorize the removal of
                                         any legend from the Note or Conversion Shares if such Note or Conversion Shares are eligible
                                         for sale under Rule 144 following the expiration of the one-year holding requirement
                                         under subparagraphs (b)(1)(i) and (d) thereof. Following the time a legend is no longer
                                         required for the Note or Conversion Shares, the Company will promptly, but in any event
                                         not later than five Business Days following the delivery by the Lender to the



 




     


    
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Company
or the Company’s transfer agent of a request to remove any restrictive and other legend from such Note or Conversion Shares,
cause the transfer agent to remove such legend from such Notes or Conversion Shares and make the corresponding book entry adjustments.


 


		m)	During
                                         the period commencing on and including the effective date of this agreement and continuing
                                         through and including the date on which the Conversion Shares are issued to the Lender
                                         following Conversion or the Loan is otherwise repaid in full (such period, as extended
                                         as described below, being referred to herein as the “Lock- up Period”),
                                         the Company will not, without the prior written consent of the Lender (which consent
                                         may be withheld in its reasonable discretion), directly or indirectly: (i) sell, offer
                                         to sell, contract to sell or lend any Shares or Related Securities (as defined below);
                                         (ii) effect any short sale, or establish or increase any “put equivalent position”
                                         (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call
                                         equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any
                                         Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest
                                         in any Shares or Related Securities; (iv) enter into any swap, hedge or similar arrangement
                                         or agreement that transfers, in whole or in part, the economic risk of ownership of any
                                         Shares or Related Securities, regardless of whether any such transaction is to be settled
                                         in securities, in cash or otherwise; (v) announce the offering of any Shares or Related
                                         Securities; (vi) file any registration statement under the Securities Act in respect
                                         of any Shares or Related Securities; or (vii) publicly announce the intention to do any
                                         of the foregoing. Notwithstanding anything to the contrary, the restrictions described
                                         in the preceding sentence shall not apply to (A) the transactions contemplated hereby,
                                         (B) the issuance of Shares or options to purchase Shares, or issue Shares upon exercise
                                         of options, pursuant to any stock option, stock bonus or other stock plan or arrangement
                                         described in the Company’s SEC Documents and Articles of Association as currently
                                         in force, or (C) the filing of a post-effective amendment to the registration statement
                                         on Form F-3 of the Company with the U.S. Securities and Exchange Commission pursuant
                                         to a notice of exercise of registration rights by dievini Hopp BioTech Holding GmbH &
                                         Co. per the terms of the Registration Rights Agreement dated as of October 23, 2015 by
                                         and among the Company and the shareholders party thereto. For purposes of the foregoing,
                                         “Related Securities” shall mean any options or warrants or other rights to
                                         acquire Shares or any securities exchangeable or exercisable for or convertible into
                                         Shares, or to acquire other securities or rights ultimately exchangeable or exercisable
                                         for, or convertible into, Shares.



 


		6.2.	Representations
                                         and Warranties by the Lender



 


The
Lender represents and warrants the following:


 


		a)	The
                                         Lender has been duly incorporated and is validly existing under the laws of the state
                                         of Indiana.



 




     


    
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		b)	The
                                         Lender is duly authorized to enter into and perform its obligations under or in connection
                                         with this Note Agreement.



 


		c)	The
                                         Lender represents that it is acquiring the Note and the Conversion Shares solely for
                                         its own account and beneficial interest for investment and not for sale or with a view
                                         to distribution of the Notes or the Conversion Shares or any part thereof, has no present
                                         intention of selling (in connection with a distribution or otherwise), granting any participation
                                         in, or otherwise distributing the same, and does not presently have reason to anticipate
                                         a change in such intention.



 


		d)	The
                                         Lender represents that it has knowledge and experience in financial and business matters
                                         such that it is capable of evaluating the merits and risk of this investment. The Lender
                                         is not relying on the Company with respect to the corporate tax, legal and economic considerations
                                         involved in its investment in the Company. The Lender understands that the offer and
                                         sale of the Notes and the Conversion Shares has not been approved or disapproved by the
                                         U.S. Securities and Exchange Commission or any other governmental entity.



 


		e)	The
                                         Lender acknowledges that its investment in the Notes and Conversion Shares involves a
                                         high degree of risk and represents that it is able, without materially impairing its
                                         financial condition, to hold the Notes and Conversion Shares for an indefinite period
                                         of time and to suffer a complete loss of its investment.



 


		f)	The
                                         Lender is an “accredited investor” as such term is defined in Rule 501 of
                                         Regulation D promulgated under the Act.



 


		7.	Indemnification
                                         and Remedies



 


		7.1.	Indemnification
                                         by the Company



 


The
Company shall indemnify the Lender and its affiliates, directors, officers, employees and agents (each such person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify
and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees
of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company arising
out of, in connection with, or as a result of (i) the execution or delivery of the this Note Agreement, the Note or any other
document or any agreement or instrument contemplated hereby or thereby, the performance by the Parties of their respective obligations
hereunder or thereunder (including the issuance of the Conversion Shares) or the consummation of the transactions contemplated
hereby or thereby, or any other aspect of any transaction contemplated by this Note Agreement or the Note, (ii) any Note or any
use made (or proposed to be made, including any use proposed in this Note Agreement to be made) of proceeds therefrom, or (iii)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other


 




     


    
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theory,
whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto, in all cases,
whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under the Note, if the Company has obtained
a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.


 


		8.	Events
                                         of Default



 


		8.1.	Events
                                         of default



 


Each
of the events set out in this Section is an “Event of Default” (whether or not caused by reason whatsoever outside
the control of the Borrower):


 


		a)	the
                                         Borrower ceases or suspends generally the payment of its debts, or becomes incapable
                                         of paying its debts, or seek a moratorium regarding any of the indebtedness of the Company;



 


		b)	the
                                         Borrower’s failure to pay any amount of principal when due, or within ten Business
                                         Days after the same becomes due, any interest on any Loan or any fees or expenses due
                                         and payable under this Note Agreement;



 


		c)	any
                                         representation or warranty made by the Borrower under this Agreement proves to have been
                                         untrue in any material respect;



 


		d)	the
                                         Borrower’s failure to observe and adhere to any material terms of this Agreement
                                         other than a failure under Section 8.1(‎a), (‎b), (‎c) or (‎g) and such
                                         failure continues for a period of 10 days;



 


		e)	an
                                         event of default occurs under the Borrower’s credit agreements or other agreements
                                         with any of its senior lenders or other third party lenders that is not cured within
                                         the applicable cure periods provided in such agreements;



 


		f)	the
                                         Borrower’s senior lenders or other third party lenders shall have accelerated the
                                         loans, debentures, bonds, notes or guarantees or any other obligations outstanding over
                                         an amount of at least CHF 10’000’000.00 under its credit facilities or other
                                         agreements with the Borrower;



 


		g)	the
                                         Company takes any action for the winding-up, dissolution, bankruptcy or similar proceedings
                                         against the Company, including the presentation or filing of a petition (whether by Borrower
                                         itself or by any other person) alleging or for the bankruptcy, winding-up or insolvency
                                         of Borrower (or any analogous proceeding) or seeking any reorganization, arrangement,
                                         composition, re-adjustment, administration,



 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	13/23




    




liquidation,
dissolution or other similar relief under any present or future statute, law or regulation;


 


		h)	a
                                         Fundamental Transaction occurs following which the shares that the Loan would convert
                                         into would not be unrestricted and freely tradable on a major U.S. public securities
                                         exchange; or



 


		i)	the
                                         Company fails to convert the Loan in accordance with Section ‎5 of this Note Agreement.



 


		8.2.	Additional
                                         Default Interest Rate



 


Upon
the occurrence, and during the continuation of an Event of Default, the Loan shall bear, in addition to the base interest pursuant
to Section ‎3.1., default interest at a rate of 3% (three percent) per annum, calculated pro rata based on the 365/365 accrual
method as set out in Section ‎3.


 


		8.3.	Declaration
                                         of Repayment



 


Upon
an Event of Default, the Lender may declare the Outstanding Loan to be immediately due and payable in cash, and exercise any and
all rights and remedies available to the Lender under applicable laws.


 


		9.	Limitations
                                         on Exercise



 


		9.1.	Limitation



 


Notwithstanding
anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Lender upon any Conversion
of the Note shall be limited to the extent necessary to ensure that, following such Conversion, the total number of Shares then
beneficially owned by the Lender and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated
with the Lender’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of then issued
and outstanding Shares (including for such purpose the Shares issuable upon such Conversion). To the extent that the limitation
contained in this Section ‎9.1 applies, the determination of whether the Note is convertible and what portion of the Note
is convertible shall be in the reasonable discretion of the Lender. For purposes of this Section ‎9.1, in determining the
number of outstanding Shares, the Lender may rely on the number of outstanding Shares as reflected in (x) the Company’s
most recent Form 20-F, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s
transfer agent setting forth the number of Shares outstanding. Upon the written request of the Lender, the Company shall within
five (5) Business Days confirm in writing to the Lender the number of Shares then outstanding. By written notice to the Company,
which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Lender may terminate
the provisions of this Section ‎9.1 or waive the provisions of this Section ‎9.1 to change the beneficial ownership limitation
to such percentage of the number of Shares outstanding immediately


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	14/23




    




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.


 


		9.2.	Consequences



 


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.


 


		10.4.	Notices



 


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


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	15/23




    




Address
for Notices: 


If
to Lilly, to: 


Eli
Lilly and Company Lilly Corporate Center, 


Indianapolis,
IN 46285, U.S.A.;


 


Attention:
Robert Paz, Director, R&D Finance


 


with
a copy (which shall not constitute notice) to: 


Covington
& Burling LLP 


850
10th Street NW





Washington,
D.C. 20001 


Attention:
Van W. Ellis 


Facsimile:
202-778-5734


 


If
to ACI, to: 


AC
Immune SA 


EPFL
Innovation Park, Building B 


CH-1015
Lausanne, Switzerland 


Attention:
Chief Executive Officer


 


with
a copy (which shall not constitute notice) to:


 


VISCHER
AG 


Aeschenvorstadt
4, 


CH
4051 Basel, Switzerland 


Attention:
Dr. Matthias Staehelin 


Facsimile:
+41 58 211 33 10


 


		10.5.	No
                                         Waiver



 


The
failure of any Party to enforce any of the provisions of this Note Agreement or any rights with respect thereto shall in no way
be considered as a waiver of such provisions or rights or in any way to affect the validity of this Note Agreement. The waiver
of any breach of this Note Agreement by any Party hereto shall not be construed as a waiver of any other prior or subsequent breach.


 


		10.6.	Entire
                                         Agreement



 


This
Note Agreement, its Annexes and the instruments referred to herein, including but not limited to the Note, embodies the entire
agreement between the Parties hereto with respect to the Loan contemplated herein. This Note Agreement may be amended only in
writing through a document signed by the Parties hereto.


 


		10.7.	Severability



 


Should
any provision of this Note Agreement turn out to be invalid, illegal or unenforceable, the remaining provisions have to be regarded
as severable and enforceable in accordance with their terms. The Parties shall replace the partly or entirely invalid, illegal
or unenforceable provisions by provisions which are as similar as possible


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	16/23




    




 


and
correspond to the economic intent and purpose of such partly or entirely invalid or impractical provision and are valid and enforceable.


 


		10.8.	Waivers



 


No
waiver by a Party of a failure of any other Party to perform any provision of this Note Agreement shall operate or be construed
as a waiver with respect of any other or further failure.


 


		10.9.	Transfers
                                         or Assignments



 


The
Company shall not transfer the Loan or assign any of its rights or obligations under the Loan or under this Note Agreement to
any third party without the prior written consent of the Lender.


 


The
Lender shall not transfer the Loan or the Note or assign any of its rights or obligations under the Loan, the Note or under this
Note Agreement to any third party without the prior written consent of the Company.


 


		10.10.	Governing
                                         Law



 


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


 


		10.11.	Arbitration



 


Any
dispute, controversy or claim arising under, out of or relating to this Note Agreement (and subsequent amendments thereof), its
valid conclusion, binding effect, interpretation, performance, breach or termination, including tort claims, shall be referred
to and finally determined by arbitration in accordance with the rules set out in Section 13.5 (Dispute Resolution) of the License
Agreement.


 


		10.12.	Termination



 


This
Note Agreement will automatically and immediately terminate in the event that the License Agreement is terminated prior to the
Closing Date.


 


 


[Remainder
of this page intentionally left blank] 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	17/23




    

 


	 	Signatures

                                                                     

         

        Eli
        Lilly and Company

        As the Lender

         

         
	 	 
	 	/s/
    David A. Ricks	 	 
	 	Name:David
    A. Ricks	 	 
	LML	Function:
    Chairman, President and Chief Executive Officer	 	 


 


 


  


 


	 	AC
                                         Immune SA
 

                                         As the Borrower
                                         or the Company

                                                                                 
	 	 
	 	/s/
    Andrea Pfeifer	 	/s/
    Martin Velasco
	 	Name:Andrea
    Pfeifer	 	Name:
    Martin Velasco
	 	Function:
    Chief Executive Officer	 	Function:
    Chairman


 





 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	18/23




    

Annexes


 


	Annex
    1	Definitions
	Annex
    2	Conversion
    Notice Note
	Annex
    3	Note


 


 


 


 


  


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	19/23




    

 


Annex
1


 


Definitions


 


	Board	shall
    mean the board of directors of the Company.
	Borrower	shall
    have the meaning as defined on the first page of the Agreement.
	Business
    Day	shall
    mean a day (other than a Saturday or Sunday) on which banks in Lausanne are open for general business.
	Closing	shall
    have the meaning as set forth in Section 2.2.
	Closing
    Date	shall
    have the meaning as set forth in Section 2.2.
	Company	shall
    have the meaning as defined on the first page of the Agreement.
	Conversion	shall
    have the meaning as set forth in Section 4.1b).
	Conversion
    Notice	shall
    have the meaning as set forth in Section 5.3.
	Conversion
    Price	shall
    have the meaning as set forth in Section 5.1.
	Event
    of Default	shall
    have the meaning as set forth in Section 8.1.
	Lender	shall
    have the meaning as defined on the first page of the Agreement.
	License
    Agreement	The
    License Agreement, dated the date hereof, between AC Immune SA and Eli Lilly and Company.
	License
    Agreement Effective Date	The
    Business Day (as defined in the License Agreement) following the date on which HSR Clearance (as defined in the License Agreement)
    occurs.
	Loan	shall
    have the meaning as set forth in Section 2.1.
	Note
    Agreement	shall
    have the meaning as defined on the first page of the Agreement.
	Long
    Stop Date	shall
    have the meaning as set forth in Section 5.1.
	Outstanding
    Loan	shall
    have the meaning as set forth in Section 3.1.


  


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	20/23




    

 


	Party
    or Parties	shall
    have the meaning as defined on the first page of the Agreement.
	Repayment	shall
    have the meaning as set forth in Section 4.1a).
	Shares	shall
    have the meaning as set forth in Recital A.



 



     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	21/23




    




Annex
2


 


AC
Immune SA 


Attn.
Prof. Dr. Andrea Pfeifer 


CEO 


EPFL
Innovation Park Building B 


1015
Lausanne, Switzerland


 


	Place,
    Date: 	 	 


 


 


Conversion
Notice


 


 


 


Dear
Prof. Dr. Andrea Pfeifer,


 





We refer to the convertible note agreement
dated 11 December 2018 (the “Agreement”) between AC Immune SA as borrower and our company Eli Lilly
and Company as lender. 







 


Capitalized
terms used in this Conversion Notice but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.


 


In
full knowledge of the Borrower’s articles of association, we hereby:


 


		1.	acknowledge
                                         the conversion of the Loan and the interest due, in accordance with Article 5 of the
                                         Agreement for an amount corresponding to our claim against the Borrower as per [date]
                                         under the Agreement, i.e., USD [amount], into [number] common shares (the “Relevant
                                         Shares”) in the Borrower; and



 


		2.	request
                                         the Borrower to provide us with the Borrower’s commercial register excerpt giving
                                         evidence of the issuance of Relevant Shares.



 


 


 




	Eli Lilly and Company
	 
	 
	 
	
        Name:

         

        

	Function:





  


 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	22/23




    

 Annex
3


 


FORM
OF PROMISSORY NOTE


 


	$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.


 


 


 


 


[Signature
Page Follows] 




     


    
	Convertible Note Agreement | AC Immune SA, 11 December 2018	23/23




    

 


 


 


 


	 	AC
    IMMUNE SA
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


 


	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: