AC Immune SA Sample Contracts

AC Immune SA – AC IMMUNE SA as the Company and as Trustee Subordinated Indenture Dated as of , 20 (May 4th, 2018)

SUBORDINATED INDENTURE, dated as of , 20 , between AC Immune SA, a Swiss stock corporation organized under the laws of Switzerland, as the Company, and , as Trustee.

AC Immune SA – AC IMMUNE SA as the Company and as Trustee Senior Indenture Dated as of , 20 (May 4th, 2018)
AC Immune SA – Articles of Association of AC Immune SA (AC Immune AG) (AC Immune Ltd) with registered office in Ecublens (VD) The French version of these articles of association shall prevail. STATUTS de AC Immune SA (AC Immune AG) (AC Immune Ltd) avec siège à Ecublens (VD) La version française de ces statuts fait foi. (September 29th, 2016)

there exists a Company pursuant to the provisions of Articles 620 et seq. of the Swiss Code of Obligations (CO) with registered office in Ecublens (VD). The duration of the Company is unlimited.

AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and AC IMMUNE SA (September 13th, 2016)

This license, development and commercialization agreement (this “Agreement”) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (“Janssen”) and AC Immune SA, a Swiss company (“ACI”).

AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (September 13th, 2016)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 15th day of June 2012 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, a Swiss corporation with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, collectively, “Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – REGISTRATION RIGHTS AGREEMENT dated as of October 23, 2015 among AC IMMUNE SA and THE SHAREHOLDERS PARTY HERETO (July 11th, 2016)

THIS REGISTRATION RIGHTS AGREEMENT is made as of October 23, 2015 (this “Agreement”) among AC IMMUNE SA, a Swiss stock corporation organized under the laws of Switzerland (the “Company”), and the shareholders listed on the signature pages, as well as any Permitted Transferees (as defined below).

AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (May 31st, 2016)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 6th day of November, 2006 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – AC IMMUNE SA / AC IMMUNE AG / AC IMMUNE LTD 2013 EQUITY INCENTIVE PLAN (May 31st, 2016)
AC Immune SA – SUBSCRIPTION AGREEMENT made as of 16 October 2015 by and among (May 31st, 2016)
AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (May 31st, 2016)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 15th day of June 2012 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, a Swiss corporation with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, collectively, “Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and AC IMMUNE SA (May 31st, 2016)

This license, development and commercialization agreement (this “Agreement”) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (“Janssen”) and AC Immune SA, a Swiss company (“ACI”).

AC Immune SA – SUBSCRIPTION AGREEMENT made as of 16 October 2015 by and among (May 31st, 2016)
AC Immune SA – REGISTRATION RIGHTS AGREEMENT dated as of October 23, 2015 among AC IMMUNE SA and THE SHAREHOLDERS PARTY HERETO (May 31st, 2016)

THIS REGISTRATION RIGHTS AGREEMENT is made as of October 23, 2015 (this “Agreement”) among AC IMMUNE SA, a Swiss stock corporation organized under the laws of Switzerland (the “Company”), and the shareholders listed on the signature pages, as well as any Permitted Transferees (as defined below).

AC Immune SA – LICENSE AND COLLABORATION AGREEMENT between Piramal Imaging Ltd., Piramal Imaging SA and AC Immune SA Effective May 9, 2014 (May 31st, 2016)

THIS LICENSE AND COLLABORATION AGREEMENT (hereinafter “Agreement”) is effective as of May 7, 2014 (the “Effective Date”) by and between Piramal Imaging Ltd., incorporated under the Laws of England and Wales, having its principal place of business at 23, Science Park, Cambridge-CB4 0EY, United Kingdom (hereinafter “Piramal Imaging Ltd”), and its parent company, Piramal Imaging SA, incorporated under the laws of Switzerland, having its principal place of business at Route de l’Ecole, c/o Pascal Nguyen, 1753 Matran, Switzerland (hereinafter “Piramal Imaging SA”) (Piramal Imaging Ltd and Piramal Imaging SA hereinafter together referred to as “Piramal”), and AC Immune SA, incorporated under the laws of Switzerland, having its principal place of business at EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland (hereinafter “AC Immune”) (each AC Immune and Piramal hereinafter referred to individually as a “Party” and jointly as the “Parties”).

AC Immune SA – FORM OF INDEMNITY AGREEMENT made as of [ ] by and among (May 31st, 2016)

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.

AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (May 31st, 2016)

This Amendment to the Research Collaboration and License Agreement dated November 6, 2006 (the “Amendment”), is made by and between the Parties: AC Immune SA, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”).

AC Immune SA – LICENSE AND COLLABORATION AGREEMENT between Piramal Imaging Ltd., Piramal Imaging SA and AC Immune SA Effective May 9, 2014 (November 24th, 2015)

THIS LICENSE AND COLLABORATION AGREEMENT (hereinafter “Agreement”) is effective as of May 7, 2014 (the “Effective Date”) by and between Piramal Imaging Ltd., incorporated under the Laws of England and Wales, having its principal place of business at 23, Science Park, Cambridge-CB4 0EY, United Kingdom (hereinafter “Piramal Imaging Ltd”), and its parent company, Piramal Imaging SA, incorporated under the laws of Switzerland, having its principal place of business at Route de l’Ecole, c/o Pascal Nguyen, 1753 Matran, Switzerland (hereinafter “Piramal Imaging SA”) (Piramal Imaging Ltd and Piramal Imaging SA hereinafter together referred to as “Piramal”), and AC Immune SA, incorporated under the laws of Switzerland, having its principal place of business at EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland (hereinafter “AC Immune”) (each AC Immune and Piramal hereinafter referred to individually as a “Party” and jointly as the “Parties”).

AC Immune SA – AC IMMUNE SA / AC IMMUNE AG / AC IMMUNE LTD 2013 EQUITY INCENTIVE PLAN (November 24th, 2015)
AC Immune SA – SUBSCRIPTION AGREEMENT made as of 16 October 2015 by and among (November 24th, 2015)
AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (November 24th, 2015)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 6th day of November, 2006 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (November 24th, 2015)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 15th day of June 2012 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, a Swiss corporation with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, collectively, “Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – SUBSCRIPTION AGREEMENT made as of 16 October 2015 by and among (November 24th, 2015)
AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and AC IMMUNE SA (November 24th, 2015)

This license, development and commercialization agreement (this “Agreement”) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (“Janssen”) and AC Immune SA, a Swiss company (“ACI”).

AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (September 25th, 2015)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 6th day of November, 2006 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between JANSSEN PHARMACEUTICALS, INC. and AC IMMUNE SA (September 25th, 2015)

This license, development and commercialization agreement (this “Agreement”) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (“Janssen”) and AC Immune SA, a Swiss company (“ACI”).

AC Immune SA – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (September 25th, 2015)

This Amendment to the Research Collaboration and License Agreement dated November 6, 2006 (the “Amendment”), is made by and between the Parties: AC Immune SA, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”).

AC Immune SA – FORM OF INDEMNITY AGREEMENT made as of [ ] by and among (September 25th, 2015)

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.

AC Immune SA – RESEARCH COLLABORATION AND LICENSE AGREEMENT (September 25th, 2015)

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 15th day of June 2012 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, a Swiss corporation with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, collectively, “Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

AC Immune SA – LICENSE AND COLLABORATION AGREEMENT between Piramal Imaging Ltd., Piramal Imaging SA and AC Immune SA Effective May 9, 2014 (September 25th, 2015)

THIS LICENSE AND COLLABORATION AGREEMENT (hereinafter “Agreement”) is effective as of May 7, 2014 (the “Effective Date”) by and between Piramal Imaging Ltd., incorporated under the Laws of England and Wales, having its principal place of business at 23, Science Park, Cambridge-CB4 0EY, United Kingdom (hereinafter “Piramal Imaging Ltd”), and its parent company, Piramal Imaging SA, incorporated under the laws of Switzerland, having its principal place of business at Route de l’Ecole, c/o Pascal Nguyen, 1753 Matran, Switzerland (hereinafter “Piramal Imaging SA”) (Piramal Imaging Ltd and Piramal Imaging SA hereinafter together referred to as “Piramal”), and AC Immune SA, incorporated under the laws of Switzerland, having its principal place of business at EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland (hereinafter “AC Immune”) (each AC Immune and Piramal hereinafter referred to individually as a “Party” and jointly as the “Parties”).