EX-10.6



 Exhibit 10.6 

FORM OF INDEMNITY AGREEMENT 

made as of
[                            ] 

by and among 
 AC Immune SA 

EPFL Innovation Park, Building B 
 1015 Lausanne 

(the “Company”) 

and 
 [COVERED PERSON] 

[Street Address] 
 [City] 

(the “Covered Person”) 

(collectively the “Parties”) 

TABLE OF CONTENTS 
  

							
	Preamble	  	 	2	 
			
	1.	 	 Third Party Proceedings
	  	 	2	 
			
	2.	 	 Proceeding in the Right of the Company
	  	 	3	 
			
	3.	 	 No Indemnification
	  	 	3	 
			
	4.	 	 Non-exclusivity
	  	 	4	 
			
	5.	 	 Indemnification Procedure
	  	 	4	 
			
	6.	 	 Liability Insurance
	  	 	5	 
			
	7.	 	 Subrogation
	  	 	6	 
			
	8.	 	 No Duplication of Payments
	  	 	6	 
			
	9.	 	 Effect of Termination of Service
	  	 	6	 
			
	10.	 	 Binding Effect
	  	 	6	 
			
	11.	 	 Amendments
	  	 	6	 
			
	12.	 	 Severability
	  	 	6	 
			
	13.	 	 Applicable Law and Jurisdiction
	  	 	7	 










			
	Indemnity Agreement as of [                            ]	  	
 2
/7

  

 PREAMBLE 

WHEREAS 
 A 

The Covered Person has been elected as a member of the board of directors (a “Director”) or appointed as member of the Executive Committee (an
“Officer”) of AC Immune SA, a company constituted under the laws of Switzerland, having its corporate seat in Ecublens/VD. 
 B 

AC Immune SA is a biopharmaceutical company, and its shares are listed on the Nasdaq Market in the USA. 

C 
 The Covered Person is exposed to litigation risks arising
from claims that may be brought against him in connection with his function as a Director or Officer. 
 D 

The articles of association of the Company (“Articles of Association”) provide in Art. 29 that the Company shall indemnify and advance
expenses to all Directors and Officers in the manner set forth therein and to the fullest extent permitted by applicable law. 
 E 

It is reasonable, prudent and necessary for the Company, in due consideration of the risks related to its activity and its position as a US stock-exchange
listed company, to enter into this indemnity agreement (the “Agreement”) to contractually indemnify persons serving as Directors or Officers to the fullest extent permitted by the Articles of Association of the Company and the
applicable law so that they will serve, or continue to serve, in such capacity free from undue concern that they will not be so indemnified. 
 NOW,
THEREFORE, the Company and the Covered Person hereby agree as follows: 
  

	1.	THIRD PARTY PROCEEDINGS 

  

	1.1	In connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, to which he or she was, is, or is threatened to be made a party, or is otherwise involved ,
whether conducted by the Company or any other party, whether civil, criminal, administrative, investigative or other and whether formal or informal except for one initiated by the Covered Person to enforce the Covered Person’s rights under the
Agreement (a “Proceeding”) involving the Covered Person, the Company shall indemnify the Covered Person if: 

  

	 	a)	he was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a Director or an Officer or a member of the board of directors or the executive management of a direct
or indirect subsidiary of the Company (an “Affiliate”); and 

  

	 	b)	 he is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was an employee, agent or consultant of the
Company or an Affiliate, or is or was serving at the request of the Company as a member of the board of directors or the executive management, employee, consultant, 











			
	Indemnity Agreement as of [                            ]	  	
 3
/7

  


	 	
agent of, or participant in, another corporation, partnership, joint venture, trust or other enterprise, against any expenses, including attorneys’ fees, judgments, fines, and amounts paid
in settlement ,related taxes and obligations of any nature whatsoever actually and reasonably incurred by him or her in any Proceeding including judgments, fines, and amounts paid in connection with a settlement incurred by the Covered Person in
connection with such Proceeding (the “Expenses”). 

  

	1.2	Any indemnification under this Agreement other than advance payments (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the
Covered Person is not excluded pursuant to Section 3. 

  

	2.	PROCEEDING IN THE RIGHT OF THE COMPANY 

  

	2.1	The Company shall indemnify the Covered Person against any Expenses if the Covered Person was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment
in favor of the Company by reason of the fact that the Covered Person is or was a Director, Officer, employee, consultant or agent of the Company or its Affiliates or is or was serving at the request of the Company as a Director, Officer, employee,
consultant or agent of, or participant in, another corporation, partnership, joint venture, trust, or other enterprise. 

  

	2.2	As far as is permissible under applicable law, Expenses, incurred in defending any Proceeding for which indemnification is permitted pursuant to this Agreement shall be paid by the Company in advance of the final
disposition of such proceeding upon receipt by the Board of Directors of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company
under this Agreement. 

  

	3.	NO INDEMNIFICATION 

  

	3.1	Section 1 and 2 above shall not apply, and any advanced Expenses shall be reimbursed by the Covered Person to the Company if: 

  

	 	a)	a competent court holds the Covered Person to be liable and concludes that the relevant actions or omissions giving rise to the Proceeding constitute fraud, dishonesty or an intentional or grossly negligent breach of
the duties of the Covered Person under applicable law or under his terms of office or agreements with the Company including the obligation to act honestly and in good faith with a view to the best interests of the Company; or 


 

	 	b)	absent a judgment by a competent court as set forth under Section 3.1(a) above, it is prima facie apparent that the relevant actions or omissions giving rise to the Proceeding constitute fraud, dishonesty or an
intentional or grossly negligent breach of the duties of the Covered Person under applicable law or under his terms of office or agreements with the Company. 










			
	Indemnity Agreement as of [                            ]	  	
 4
/7

  


	3.2	Any determination shall be made, with respect to a Covered Person (a) by a majority vote of the members of the Board of Directors who are not parties to such proceeding, even though less than a quorum; (b) by
a committee of such members of the Board of Directors designated by a majority vote of such the Board of Directors, even though less than a quorum; (c) if there are no such member of the Board of Directors, or if such member of the Board of
Directors so direct, by independent legal counsel in a written opinion; or (d) by the General Meeting of Shareholders. Such determination shall be made, with respect to any other Covered Person, by any person or persons having the authority to
act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful on the merits or otherwise in defense of any proceeding, or in defense of any claim, issue or matter therein, such Covered Person shall
be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case. 


 

	3.3	Notwithstanding the preceding sentence, this section shall not extend to any person holding the office of auditor or special auditor of the Company. 


 

	4.	NON-EXCLUSIVITY 

  

	4.1	The Agreement shall supplement the Covered Person’s terms of office and/or employment agreement with the Company as separately agreed with the Company. 


 

	4.2	The Agreement shall not limit the Covered Person’s reimbursement rights provided under statutory law and the Articles of Association. 


 

	5.	INDEMNIFICATION PROCEDURE 

  

	5.1	Should the Covered Person become aware of any Proceeding which could give rise to any entitlements under the Agreement, the Covered Person shall: 


 

	 	a)	as promptly as practicable (but in no event later than 20 days of becoming so aware), notify the Company in writing of the existence of such a Proceeding, giving reasonable details relating to the Proceeding, including
the person(s) making (or threatening to make) the respective Proceeding, the circumstances leading to such a Proceeding, the cause of action for the Proceeding and the possible costs associated with the Proceeding; 


 

	 	b)	give to the Company and its professional advisers information and access to premises, documents and records as the Company may reasonably request, except where such access would result in a loss of privilege, or would
be adverse to the Covered Person’s interests or where the Covered Person is prevented by law from providing such access. In this connection, the Company shall be entitled to require the Covered Person to take such actions and give such
information and assistance in order to avoid, mitigate, settle or defend the Proceeding as the Company may reasonably request; 

  

	 	c)	allow the Company upon its request, and following consultation with the Covered Person, to conduct such actions as the Company may deem appropriate in connection with any such Proceeding (including assuming the defense
of such Proceeding). In this connection, the Covered Person shall give to the Company all assistance it may reasonably require in the conduct of such actions (except in cases where taking such action is adverse to his legitimate interests);











			
	Indemnity Agreement as of [                            ]	  	
 5
/7

  


	 	d)	make no admission of liability or enter into settlement discussions with any person in relation to any Proceeding without the prior written consent of the Company (which shall not be un-reasonably withheld); and


  

	 	e)	take all reasonable actions to mitigate any potential loss which may incur as a result of a Proceeding. 

  

	5.2	The Company shall be entitled to settle any Proceeding but shall not do so before notifying the Covered Person of its intention and consulting with the Covered Person as to the terms of the proposed settlement. The
Company shall not settle any Proceeding where the terms of the settlement would impose any costs, expense, loss liability, damage, penalty or limitation on the Covered Person without the Covered Person’s prior written consent. The Covered
Person and the Company shall take all actions as may be necessary or advisable to effect such a settlement. 

  

	5.3	Notwithstanding the foregoing, the Covered Person and the Company shall take all actions as may be required to comply with the terms of any policy of a directors’ and officers’ liability insurance pursuant to
Section 6. 

  

	5.4	Notwithstanding any provision of the Agreement to the contrary, and subject to reimbursement pursuant to Section 3, the Company shall advance any Expenses actually and reasonably incurred by the Covered Person in
connection with any Proceeding pursuant to Section 1 and 2 of the Agreement within 30 calendar days after the receipt by the Company of each statement requesting such advance from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. 

  

	6.	LIABILITY INSURANCE 

  

	6.1	To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Covered Person shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage in place for any Director or Officer. 

  

	6.2	If, at the time the Company receives notice from any source of a Proceeding to which the Covered Person is a party or a participant (as a witness or otherwise) and the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of the Covered Person, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 

  

	6.3	The Company shall indemnify the Covered Person for Expenses incurred by Covered Person in connection with any successful action brought by Covered Person for recovery under any insurance policy referred to in this
Section 6 and shall advance to the Covered Person any Expenses actually and reasonably incurred by the Covered Person in connection with such action. 










			
	Indemnity Agreement as of [                            ]	  	
 6
/7

  


	7.	SUBROGATION 

 In the event of payment under the Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Covered Person, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights. 
  

	8.	NO DUPLICATION OF PAYMENTS 

 The Company shall not be liable under the Agreement to make
any payment in connection with any Proceeding made against the Covered Person to the extent the Covered Person has otherwise actually received payment (under an insurance policy or otherwise) of the amounts otherwise indemnifiable hereunder. 

 

	9.	EFFECT OF TERMINATION OF SERVICE 

 The indemnification provided by this Agreement shall
continue for any person who has ceased to be a member of the Board of Directors or the Executive Committee. 
  

	10.	BINDING EFFECT 

 The Agreement shall be binding upon and inure to the benefit of and be
enforceable by the Parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, amalgamation, consolidation or otherwise to all or substantially all of the business or assets of the
Company, spouse, heirs, and personal and legal representatives. The Agreement shall continue in effect regardless of whether Covered Person continues to serve as a Director or Officer of the Company or of any other legal entity at the board of
directors’ request. 
  

	11.	AMENDMENTS 

 The Agreement may only be modified or amended by a document signed by all
Parties. Any provision contained in the Agreement may only be waived by a document signed by the party waiving such provision. 
  

	12.	SEVERABILITY 

 If any part or provision of the Agreement or the application of any such
part or provision to any person or circumstance shall be held to be invalid, illegal or unenforceable on any respect by any competent arbitral tribunal, court, governmental or administrative authority, (a) such invalidity, illegality or
unenforceability shall not affect any other part or provision of the Agreement or the application of such part or provision to any other person or circumstances, and (b) the Parties shall endeavor to negotiate a substitute provision that best
reflects the economic intentions of the Parties without being invalid, illegal or unenforceable, and shall execute all agreements and documents required in this connection. 









			
	Indemnity Agreement as of [                            ]	  	
 7
/7

  


	13.	APPLICABLE LAW AND JURISDICTION 

  

	13.1	The Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland excluding the provisions on conflict-of-laws. 


 

	13.2	All disputes arising out of or in connection with the Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved exclusively by the courts at the domicile of the
Company. 

  

									
	Signatures	 		 		 	
			
	Place	 		 	Date
			
	  
	 		 	  

				
	AC Immune SA	 		 		 	
			
	Signature	 		 	Signature
			
	  
	 		 	  

					
	Name	 	...	 		 	Name	 	...
	Title	 	...	 		 	Title	 	...
			
	Place	 		 	Date
			
	  
	 		 	  

				
	Signature	 		 		 	
				
	  
	 		 		 	
					
	Name	 	[COVERED PERSON]