UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2019
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                       to
 Commission File Number 001-37565
 NovoCure Limited
(Exact Name of Registrant as Specified in Its Charter)
 
Jersey	 	98-1057807	
(State or Other Jurisdiction of	 	(I.R.S. Employer	
Incorporation or Organization)	 	Identification No.)	
  
No. 4 The Forum
Grenville Street
St. Helier, Jersey JE2 4UF
(Address of principal executive offices)
+44 (0) 15 3475 6700
(Registrant’s Telephone Number, Including Area Code)
 Not Applicable
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Ordinary Shares, no par value	NVCR	The Nasdaq Stock Market LLC	
 
 Indicate by check mark whether the registrant (1) has filed  all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act  of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.      Yes   ☒     No   ☐ .
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit  such files).      Yes   ☒      No   ☐ .
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
 	 	 	 	
Non-accelerated filer	 	☐   	  	Smaller reporting company	 	☐	
  	 	 	 	 	 	 	
 	 	 	 	Emerging growth company	 	☐	
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐   

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes    ☐       No    ☒ .
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class	 	Outstanding as of April 25, 2019	
Ordinary shares, no par value	 	95,766,474 Shares	

 
ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 In addition to historical facts or statements of current condition, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements contained in this report are based on our current plans, expectations, hopes, beliefs, intentions or strategies concerning future developments and their impact on us. Forward-looking statements contained in this report constitute our expectations or forecasts of future events as of the date this report was filed with the Securities and Exchange Commission and are not statements of historical fact. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “expect,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and Tumor Treating Fields delivery system research and development, including Optune. In particular, these forward-looking statements include, among others, statements about:
 	•	our research and development, clinical trial and commercialization activities and projected expenditures;	
 	•	the further commercialization of Optune for current and future indications;	
 	•	our business strategies and the expansion of our sales and marketing efforts in the United States and in other countries;	
 	•	the market acceptance of Optune for current and future indications by patients, physicians, third-party payers and others in the healthcare and scientific community;	
 	•	our plans to pursue the use of Optune for the treatment of solid tumor cancers other than glioblastoma (“GBM”);	
 	•	our estimates regarding revenues, expenses, capital requirements and needs for additional financing;	
 	•	our ability to obtain regulatory approvals for the use of Optune and any future delivery systems in cancers other than GBM;	
 	•	our ability to acquire from third-party suppliers the supplies needed to manufacture Optune;	
 	•	our ability to manufacture adequate supply;	
 	•	our ability to secure and maintain adequate coverage from third-party payers to reimburse us for Optune and the use of software and systems to support and optimize the delivery of treatment with Optune for current and future indications;	
 	•	our ability to receive payment from third-party payers for use of Optune and the use of software and systems to support and optimize the delivery of treatment with Optune for current and future indications;	
 	•	our ability to maintain and develop our intellectual property position;	
 	•	our cash needs; and	
 	•	our prospects, financial condition and results of operations.	
 These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statem   ents. Factors which may cause such differences to occur include those risks and uncertainties set forth under Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission . We do not intend to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as req  uired by law.
 TRADEMARKS
This Quarterly Report on Form 10-Q includes trademarks of NovoCure Limited and other persons. All trademarks or trade names referred to herein are the property of their respective owners.

 
iii

NovoCure Limited
Quarterly Report on Form 10-Q
 TABLE OF CONTENTS
 
 	 	 	 	Page	
Cautionary Note Regarding Forward Looking Statements	 	iii	
Trademarks	 	iii	
 	
PART I—FINANCIAL INFORMATION	
 	
Item 1.	 	Financial Statements	  	2	
Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	12	
Item 3.	 	Quantitative and Qualitative Disclosures About Market Risk	 	18	
Item 4.	 	Controls and Procedures	  	18	
 	
PART II—OTHER INFORMATION	
 	
Item 1.	 	Legal Proceedings	  	19	
Item 1A.	 	Risk Factors	 	19	
Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	  	19	
Item 3.	 	Defaults Upon Senior Securities	 	19	
Item 4.	 	Mine Safety Disclosures	 	19	
Item 5.	 	Other Information	 	19	
Item 6.	 	Exhibits	  	20	
 	
 	 	Signatures	 	21	

- 1 -

 PART I—FINANCI AL INFORMATION
 Item 1.  Financial Statements
NOVOCURE LIMITED AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
 
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
ASSETS	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	152,067	 	 	$	140,622	 	
Short-term investments	 	 	104,535	 	 	 	105,256	 	
Restricted cash	 	 	2,094	 	 	 	2,134	 	
Trade receivables	 	 	39,220	 	 	 	36,523	 	
Receivables and prepaid expenses	 	 	13,619	 	 	 	14,279	 	
Inventories	 	 	24,138	 	 	 	22,555	 	
Total current assets	 	 	335,673	 	 	 	321,369	 	
 	 	 	 	 	 	 	 	 	
LONG-TERM ASSETS:	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	8,421	 	 	 	8,442	 	
Field equipment, net	 	 	7,266	 	 	 	6,924	 	
Right-of-use assets, net	 	 	13,920	 	 	 	-	 	
Other long-term assets	 	 	4,975	 	 	 	3,058	 	
Total long-term assets	 	 	34,582	 	 	 	18,424	 	
 	 	 	 	 	 	 	 	 	
TOTAL ASSETS	 	$	370,255	 	 	$	339,793	 	
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
- 2 -

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
 
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	 	
Trade payables	 	$	29,943	 	 	$	26,708	 	
Other payables, lease liabilities and accrued expenses	 	 	41,005	 	 	 	37,852	 	
Total current liabilities	 	 	70,948	 	 	 	64,560	 	
 	 	 	 	 	 	 	 	 	
LONG-TERM LIABILITIES:	 	 	 	 	 	 	 	 	
Long-term loan, net of discount and issuance costs	 	 	149,305	 	 	 	149,268	 	
Deferred revenue	 	 	9,407	 	 	 	9,929	 	
Employee benefit liabilities	 	 	2,823	 	 	 	2,683	 	
Long-term lease liabilities	 	 	11,015	 	 	 	-	 	
Other long-term liabilities	 	 	363	 	 	 	1,094	 	
Total long-term liabilities	 	 	172,913	 	 	 	162,974	 	
 	 	 	 	 	 	 	 	 	
TOTAL LIABILITIES	 	 	243,861	 	 	 	227,534	 	
 	 	 	 	 	 	 	 	 	
COMMITMENTS AND CONTINGENCIES	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
SHAREHOLDERS' EQUITY:	 	 	 	 	 	 	 	 	
Share capital -	 	 	 	 	 	 	 	 	
Ordinary shares no par value, unlimited shares authorized; issued and outstanding:
95,692,797 shares and 93,254,185 shares at March 31, 2019 (unaudited)  and
   December 31, 2018, respectively	 	 	-	 	 	 	-	 	
Additional paid-in capital	 	 	783,941	 	 	 	757,314	 	
Accumulated other comprehensive income (loss)	 	 	(1,742	)	 	 	(1,400	)	
Retained earnings (accumulated deficit)	 	 	(655,805	)	 	 	(643,655	)	
Total shareholders' equity	 	 	126,394	 	 	 	112,259	 	
 	 	 	 	 	 	 	 	 	
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	 	$	370,255	 	 	$	339,793	 	
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

- 3 -

NOVOCURE LIMITED AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
 
 	 	Three months ended March 31,	 	 	Year ended
December 31,	 	
 	 	2019	 	 	2018	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Net revenues	 	$	73,309	 	 	$	52,125	 	 	$	248,069	 	
Cost of revenues	 	 	19,814	 	 	 	18,238	 	 	 	80,048	 	
Gross profit	 	 	53,495	 	 	 	33,887	 	 	 	168,021	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Research, development and clinical trials	 	 	17,042	 	 	 	11,104	 	 	 	50,574	 	
Sales and marketing	 	 	22,333	 	 	 	18,135	 	 	 	77,663	 	
General and administrative	 	 	20,238	 	 	 	17,325	 	 	 	73,456	 	
Total operating costs and expenses	 	 	59,613	 	 	 	46,564	 	 	 	201,693	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	 	 	(6,118	)	 	 	(12,677	)	 	 	(33,672	)	
Financial expenses (income), net	 	 	2,371	 	 	 	4,853	 	 	 	12,270	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes	 	 	(8,489	)	 	 	(17,530	)	 	 	(45,942	)	
Income taxes	 	 	3,661	 	 	 	3,194	 	 	 	17,617	 	
Net income (loss)	 	$	(12,150	)	 	$	(20,724	)	 	$	(63,559	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted net income (loss) per ordinary share	 	$	(0.13	)	 	$	(0.23	)	 	$	(0.69	)	
Weighted average number of ordinary shares used in
   computing basic and diluted net income (loss) per share	 	 	94,811,282	 	 	 	89,985,612	 	 	 	91,828,043	 	
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
 
 	 	Three months ended March 31,	 	 	Year ended
December 31,	 	
 	 	2019	 	 	2018	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Net income (loss)	 	$	(12,150	)	 	$	(20,724	)	 	$	(63,559	)	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	 	
Change in foreign currency translation adjustments	 	 	(261	)	 	 	10	 	 	 	27	 	
Pension benefit plan	 	 	(81	)	 	 	5	 	 	 	(84	)	
Total comprehensive income (loss)	 	$	(12,492	)	 	$	(20,709	)	 	$	(63,616	)	
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

- 4 -

NOVOCURE LIMITED AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
 
 	 	Ordinary shares	 	 	Additional
paid-in	 	 	Accumulated
other
comprehensive	 	 	Retained earnings (accumulated	 	 	Total shareholders'	 	
 	 	Shares	 	 	capital	 	 	loss	 	 	deficit)	 	 	equity	 	
Balance as of December 31, 2018 (audited)	 	 	93,254,185	 	 	$	757,314	 	 	$	(1,400	)	 	$	(643,655	)	 	$	112,259	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Share-based compensation to employees	 	 	-	 	 	 	9,649	 	 	 	-	 	 	 	-	 	 	 	9,649	 	
Exercise of options and warrants and vested RSUs	 	 	2,438,612	 	 	 	16,978	 	 	 	-	 	 	 	-	 	 	 	16,978	 	
Other comprehensive income (loss), net of tax benefit of $11	 	 	-	 	 	 	-	 	 	 	(342	)	 	 	-	 	 	 	(342	)	
Net income (loss)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(12,150	)	 	 	(12,150	)	
Balance as of March 31, 2019 (Unaudited)	 	 	95,692,797	 	 	$	783,941	 	 	$	(1,742	)	 	$	(655,805	)	 	$	126,394	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Ordinary shares	 	 	Additional
paid-in	 	 	Accumulated
other
comprehensive	 	 	Retained earnings (accumulated	 	 	Total shareholders'	 	
 	 	Shares	 	 	capital	 	 	loss	 	 	deficit)	 	 	equity	 	
Balance as of December 31, 2017 (audited)	 	 	89,478,032	 	 	$	697,165	 	 	$	(1,343	)	 	$	(582,258	)	 	$	113,564	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Share-based compensation to employees	 	 	-	 	 	 	8,520	 	 	 	-	 	 	 	-	 	 	 	8,520	 	
Exercise of options and warrants and vested RSUs	 	 	920,869	 	 	 	2,581	 	 	 	-	 	 	 	-	 	 	 	2,581	 	
Cumulative effect adjustment on retained earnings (*)	 	 	-	 	 	 	 	 	 	 	-	 	 	 	2,162	 	 	 	2,162	 	
Other comprehensive income (loss), net of tax benefit of $5	 	 	-	 	 	 	-	 	 	 	15	 	 	 	-	 	 	 	15	 	
Net income (loss)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(20,724	)	 	 	(20,724	)	
Balance as of March  31, 2018 (Unaudited)	 	 	90,398,901	 	 	$	708,266	 	 	$	(1,328	)	 	$	(600,820	)	 	$	106,118	 	
 
 (*) Resulting from the adoption of ASC 606.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
- 5 -

NOVOCURE LIMITED AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
 
 	 	Three months ended March 31,	 	 	Year ended
December 31,	 	
 	 	2019	 	 	2018	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(12,150	)	 	$	(20,724	)	 	$	(63,559	)	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	1,929	 	 	 	2,203	 	 	 	9,006	 	
Asset write-downs and impairment of field equipment	 	 	75	 	 	 	49	 	 	 	407	 	
Share-based compensation to employees	 	 	9,649	 	 	 	8,520	 	 	 	39,846	 	
Decrease (increase) in trade receivables	 	 	(2,697	)	 	 	(1,672	)	 	 	(4,151	)	
Amortization of discount (premium)	 	 	(578	)	 	 	2,427	 	 	 	1,022	 	
Decrease (increase) in receivables and prepaid expenses	 	 	661	 	 	 	(1,834	)	 	 	(6,174	)	
Decrease (increase) in inventories	 	 	(1,583	)	 	 	1,638	 	 	 	(529	)	
Decrease (increase) in other long-term assets	 	 	(1,899	)	 	 	(620	)	 	 	(949	)	
Decrease (increase) in right of use assets, net	 	 	1,813	 	 	 	-	 	 	 	-	 	
Increase (decrease) in trade payables	 	 	3,235	 	 	 	2,213	 	 	 	9,503	 	
Increase (decrease) in other payables and accrued expenses	 	 	(989	)	 	 	(8,300	)	 	 	4,210	 	
Increase (decrease) in employee benefit liabilities, net	 	 	43	 	 	 	76	 	 	 	133	 	
Increase (decrease) in long-term lease liability	 	 	(577	)	 	 	-	 	 	 	-	 	
Increase (decrease) in other long-term liabilities	 	 	(1,247	)	 	 	(800	)	 	 	9,370	 	
Net cash provided by (used in) operating activities	 	$	(4,315	)	 	$	(16,824	)	 	$	(1,865	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Purchase of property and equipment	 	$	(860	)	 	$	(737	)	 	$	(2,916	)	
Purchase of field equipment	 	 	(1,465	)	 	 	(1,370	)	 	 	(3,795	)	
Proceeds from maturity of short-term investments	 	 	105,661	 	 	 	45,000	 	 	 	255,000	 	
Purchase of short-term investments	 	 	(104,325	)	 	 	(44,750	)	 	 	(253,782	)	
Net cash provided by (used in) investing activities	 	$	(989	)	 	$	(1,857	)	 	$	(5,493	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from issuance of shares, net	 	$	-	 	 	$	-	 	 	$	1,835	 	
Proceeds from long-term loan, net	 	 	-	 	 	 	149,150	 	 	 	149,150	 	
Repayment of long-term loan	 	 	-	 	 	 	(100,000	)	 	 	(100,000	)	
Repayment of other long-term loan	 	 	(8	)	 	 	(17	)	 	 	(84	)	
Exercise of options and warrants	 	 	16,978	 	 	 	2,581	 	 	 	18,468	 	
Net cash provided by (used in) financing activities	 	$	16,970	 	 	$	51,714	 	 	$	69,369	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	 	$	(261	)	 	$	10	 	 	$	27	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) in cash, cash equivalents and restricted cash	 	 	11,405	 	 	 	33,043	 	 	 	62,038	 	
Cash, cash equivalents and restricted cash at beginning of period	 	 	142,756	 	 	 	80,718	 	 	 	80,718	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash, cash equivalents and restricted cash at the end of the period	 	$	154,161	 	 	$	113,761	 	 	$	142,756	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental cash flow activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid during the period for:	 	 	 	 	 	 	 	 	 	 	 	 	
Income taxes	 	$	3,033	 	 	$	3,758	 	 	$	20,350	 	
Interest	 	$	3,379	 	 	$	3,009	 	 	$	13,334	 	
Non-cash activities upon implementation of ASC-842:	 	 	 	 	 	 	 	 	 	 	 	 	
Right of use assets obtained in exchange for lease obligations:	 	$	15,733	 	 	$	-	 	 	$	-	 	
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
- 6 -

NOVOCURE LIMITED AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
 
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Organization . NovoCure Limited (including its consolidated subsidiaries, the “Company”) was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Optune for the treatment of solid tumors. The Company has regulatory approvals and clearances in certain countries for Optune to treat adult patients with glioblastoma (“GBM”).  
Financial statement preparation . The accompanying consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”) filed with the Securities and Exchange Commission on February 28, 2019.
The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2018 10-K are applied consistently in these unaudited interim consolidated financial statements, except as noted below:
Recently Adopted Accounting Pronouncements. In 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", which amends the existing standards for lease accounting, requiring lessees to recognize most leases on their balance sheets. The new standard establishes a right-of-use model that requires a lessee to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating. The standard is effective for interim and annual reporting periods beginning after December 15, 2018.
 
The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, "Targeted Improvements - Leases (Topic 842)." This update provides an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. The Company adopted the new standard as of January 1, 2019 and it has also elected to adopt the package of practical expedients permitted in ASC 842.
The consolidated financial statements for the three months ended March 31, 2019 are presented under the new standard, while comparative year and periods presented are not adjusted and continue to be reported in accordance with Topic 840, Leases.
NOTE 2: CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
 
Cash equivalents include items almost as liquid as cash, such as certificates of deposit and time deposits with maturity periods of three months or less when purchased.
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Cash	 	$	9,104	 	 	$	9,197	 	
Money market funds	 	 	142,963	 	 	 	131,425	 	
Total cash and cash equivalents	 	$	152,067	 	 	$	140,622	 	
 
The Company invests in marketable U.S. Treasury Bills (“T-bills”) that are classified as held-to-maturity securities. The amortized cost and recorded basis of the T-bills are presented as short-term investments.
 
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Short-term investments	 	$	104,535	 	 	$	105,256	 	
 
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The estimated fair value of the Company’s short-term investments as of March 31, 2019 and December 31, 2018 was $ 104,547 and $ 105,266 , respectively .
NOTE 3: INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of March 31, 2019 and December 31, 2018, the Company’s inventories were composed of:
 
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Raw materials	 	$	1,526	 	 	$	870	 	
Work in progress	 	 	8,176	 	 	 	8,667	 	
Finished products	 	 	14,436	 	 	 	13,018	 	
Total	 	$	24,138	 	 	$	22,555	 	
 
NOTE 4: COMMITMENTS, RIGHTS OF USE AND CONTINGENT LIABILITIES
Operating Leases and Rights of Use. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2029. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2022.
Under ASU No. 2016-02, “Leases (Topic 842), all leases with durations greater than 12 months, including non-cancelable operating leases, are now recognized on the balance sheet. The aggregated present value of lease agreements, net of deferred rent, are recorded as a long-term asset titled right-of-use assets. The corresponding lease liabilities are split between other payables within current liabilities and long-term lease liabilities within long-term liabilities. The lease liabilities are presented without consideration for deferred rent.
Upon implementation of ASC-842, effective January 1, 2019, the Company recorded an increase in right-of-use assets obtained in exchange for lease obligations of $15,733 on our opening balance sheet. Lease and rental payments for the three months ended March 31, 2019, totaled $1,740. Future minimum lease payments under non-cancelable operating leases as of March 31, 2019, are as follows:
 
 	 	March 31,	 	
 	 	2019	 	
 	 	Unaudited	 	
Future minimum lease payments:	 	 	 	 	
2019 (excluding the three months ended March 31, 2019)	 	$	3,216	 	
2020	 	 	3,766	 	
2021	 	 	3,475	 	
2022	 	 	2,503	 	
2023	 	 	1,655	 	
Thereafter	 	 	3,258	 	
Total future minimum lease payments	 	$	17,873	 	
Less imputed interest	 	 	(3,090	)	
Net present value of future minimum lease payments	 	$	14,783	 	
 	 	 	 	 	
Presented as of March 31, 2019:	 	 	 	 	
Short-term lease liabilities	 	$	3,768	 	
Long-term lease liabilities	 	 	11,015	 	
Net present value of future minimum lease payments	 	$	14,783	 	
 	 	 	 	 	
Weighted average of remaining operating lease term	 	 	6.38	 	
 	 	 	 	 	
Weighted average of operating lease discount rate	 	 	7.46	%	
 
The right-of-use assets are presented net of $863 in deferred rents.
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Pledged deposits and bank guarantees. As of March 31, 2019 and December 31, 2018 , the Company pledged bank deposits of $ 1,134 and $ 1,143 , respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $ 1,294 and $ 1,299 , respectively .
NOTE 5: SHARE CAPITAL
In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). Under the 2015 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted stock units (“RSUs”), performance units, long-term cash awards and other share-based awards.
Options granted under the 2015 Plan generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are cancelled or forfeited before expiration become available for future grants. RSUs granted under the 2015 Plan generally vest over a three-year period. RSUs granted under the 2015 Plan that are cancelled before expiration become available for future grants. As of March 31, 2019, 12,649,222 ordinary shares were available for grant under the 2015 Plan.
A summary of the status of the Company’s option plans as of March 31, 2019 and changes during the period then ended is presented below: 
 
 	 	Three months ended March 31, 2019	 	
 	 	Unaudited	 	
 	 	Number
of options	 	 	Weighted
average
exercise
price	 	
Outstanding at beginning of year	 	 	14,438,215	 	 	$	13.56	 	
Granted	 	 	751,471	 	 	 	47.04	 	
Exercised	 	 	(2,047,421	)	 	 	8.38	 	
Forfeited and cancelled	 	 	(40,258	)	 	 	14.47	 	
Outstanding as of March 31, 2019	 	 	13,102,007	 	 	$	16.29	 	
 	 	 	 	 	 	 	 	 	
Exercisable options	 	 	5,852,344	 	 	$	12.79	 	
 	 	 	 	 	 	 	 	 	
For the three months, ended March 31, 2019, options to purchase 2,047,421 ordinary shares were exercised, resulting in the issuance of 2,047,421 ordinary shares.
A summary of the status of the Company’s RSUs as of March 31, 2019 and changes during the period then ended is presented below: 
 
 	 	Three months ended March 31, 2019	 	
 	 	Unaudited	 	
 	 	Number
of RSUs	 	 	Weighted
average
grant date fair value
price	 	
Unvested at beginning of year	 	 	1,613,197	 	 	$	14.04	 	
Granted	 	 	486,506	 	 	 	47.04	 	
Vested	 	 	(391,191	)	 	 	12.09	 	
Forfeited and cancelled	 	 	(3,837	)	 	 	21.15	 	
Unvested as of March 31, 2019	 	 	1,704,675	 	 	$	23.89	 	
 
In September 2015, the Company adopted an employee share purchase plan (“ESPP”) to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. In the United States, the ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section. The Company began its offerings under the ESPP on August 1, 2016. As of March 31, 2019, 3,122,410 ordinary shares were available to be purchased by eligible employees under the ESPP and 347,193 shares had been issued under the ESPP.
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The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model, with the following underlying assumptions: 
 
 	 	Three months ended March 31,	 	Year ended
December 31,	
 	 	2019	 	2018	 	2018	
 	 	Unaudited	 	Audited	
Stock Option Plans	 	 	 	 	 	 	
Expected term (years)	 	6.23	 	6.25	 	5.50-6.25	
Expected volatility	 	55%	 	55%	 	52%-55%	
Risk-free interest rate	 	2.40%	 	2.77%	 	2.70%-2.99%	
Dividend yield	 	0.00%	 	0.00%	 	0.00%	
ESPP	 	 	 	 	 	 	
Expected term (years)	 	0.50	 	0.50	 	0.50	
Expected volatility	 	62%	 	53%	 	45%-53%	
Risk-free interest rate	 	2.51%	 	1.61%	 	1.61%-2.14%	
Dividend yield	 	0.00%	 	0.00%	 	0.00%	
 
The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2019 and 2018 and the year ended December 31, 2018 was:
 
 	 	Three months ended March 31,	 	 	Year ended
December 31,	 	
 	 	2019	 	 	2018	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
Cost of revenues	 	$	426	 	 	$	164	 	 	$	1,261	 	
Research, development and clinical trials	 	 	1,188	 	 	 	906	 	 	 	4,709	 	
Sales and marketing	 	 	1,962	 	 	 	1,436	 	 	 	7,393	 	
General and administrative	 	 	6,073	 	 	 	6,014	 	 	 	26,483	 	
Total share-based compensation expense	 	$	9,649	 	 	$	8,520	 	 	$	39,846	 	
 
NOTE 6: SUPPLEMENTAL INFORMATION
The Company operates in a single reportable segment.
The following table presents long-lived assets by location:
 
 	 	March 31,	 	 	December 31,	 	
 	 	2019	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
United States	 	$	7,973	 	 	$	8,289	 	
Switzerland	 	 	2,939	 	 	 	2,513	 	
Israel	 	 	2,428	 	 	 	2,236	 	
Germany	 	 	958	 	 	 	1,054	 	
Others	 	 	1,389	 	 	 	1,274	 	
Total	 	$	15,687	 	 	$	15,366	 	
 
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The Company’s revenues by geographic region, based on the customer’s location, are summarized as follows:
 
 	 	Three months ended March 31,	 	 	Year ended
December 31,	 	
 	 	2019	 	 	2018	 	 	2018	 	
 	 	Unaudited	 	 	Audited	 	
United States	 	$	46,604	 	 	$	37,802	 	 	$	168,414	 	
EMEA (*)	 	 	22,520	 	 	 	13,874	 	 	 	72,485	 	
Japan	 	 	3,370	 	 	 	449	 	 	 	6,351	 	
Greater China (1)	 	 	815	 	 	 	-	 	 	 	819	 	
Total	 	$	73,309	 	 	$	52,125	 	 	$	248,069	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
(*) including Germany	 	$	21,287	 	 	$	13,358	 	 	$	67,849	 	
 
(1)	Reflects revenue recognized in accordance with a License and Collaboration Agreement between us and Zai Lab (Shanghai) Co., Ltd. (“Zai”), dated September 10, 2018, pursuant to which Zai is commercializing Optune in China, Hong Kong, Macau and Taiwan (“Greater China”). For additional information, see Note 12 to the Consolidated Financial Statements in our 2018 10-K.	
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 Item 2.  Management’s Discussion and Analysis o f Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We encourage you to read this MD&A in conjunction with our consolidated financial statements and the notes thereto for the period ended March 31, 2019 included in Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Please refer to the information under the heading “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this report. References to the words “we,” “our,” “us,” and the “Company” in this report refer to NovoCure Limited, including its consolidated subsidiaries.
Overview
We are a global oncology company with a proprietary platform technology called Tumor Treating Fields, the use of electric fields tuned to specific frequencies to disrupt solid tumor cancer cell division. Our key priorities are to drive commercial adoption of Optune, our Tumor Treating Fields delivery system, for the treatment of glioblastoma (“GBM”) and to advance programs testing the efficacy and safety of Optune in multiple solid tumor indications through our clinical pipeline.
Optune is approved by the U.S. Food and Drug Administration (“FDA”) for the treatment of adult patients with newly diagnosed GBM in combination with temozolomide, a chemotherapy drug, and for use as monotherapy treatment for adult patients with GBM following confirmed recurrence after chemotherapy. We also have approval to market Optune for the treatment of GBM in the European Union, Japan and certain other countries. We have built a commercial organization and launched Optune for the treatment of GBM in the United States, Austria, Germany, Israel, Japan, Sweden and Switzerland, which we refer to as our currently active markets.
We continue to work with payers to expand access to Optune for patients with GBM. As of March 31, 2019, more than 245 million Americans had coverage of Optune for newly diagnosed and/or recurrent GBM. The percentage of our U.S. active patient population who are beneficiaries of the Medicare fee-for-service program, which has denied coverage for our claims to date, continues to range from 20 to 25 percent. We are actively appealing Medicare fee-for-service coverage denials through the Administrative Law Judge (“ALJ”) process with Centers for Medicare and Medicaid Services (“CMS”).
In 2018, the Medicare durable medical equipment Medicare Administrative Contractors (“DME MACs”) confirmed that they have accepted our local coverage determination (“LCD”) reconsideration request for the treatment of newly diagnosed GBM and plan to take steps to publish a final LCD for newly diagnosed GBM. In March 2019, the DME MACs met with a contractor advisory committee (“CAC”), a formal mechanism for healthcare professionals to be informed of the evidence used in developing the LCD and to promote communications between the DME MACs and the healthcare community. The panel expressed their confidence that there is sufficient evidence to determine that Optune provides net positive health outcomes in the Medicare-eligible population (3.82 on a scale of 1 to 5). The timing of the publication of the proposed LCD following the CAC meeting is unclear at this time. Once published, the proposed LCD will be subject to a 45-day public comment period and, following that public comment period, a final LCD will be published.
In order to further advance the scientific evidence supporting the use of Optune in GBM and gather additional information about Optune’s optimal use, we plan to initiate two additional randomized trials in GBM as early as 2019. The first trial will be designed to study the potential benefit of earlier initiation of Optune, concurrent with radiation therapy, versus initiation post radiation and is intended to support possible label expansion. The second trial will be designed to identify potential efficacy signals when Optune is combined with temozolomide and several other therapeutic agents in a multifactorial trial design and is intended to identify optimal combination treatments.
Currently, we are conducting phase 3 pivotal trials evaluating the use of Optune in brain metastases, non-small-cell lung cancer, pancreatic cancer and ovarian cancer. We are also conducting a phase 2 pilot trial evaluating the use of Optune in liver cancer. In 2018, we successfully completed a phase 2 pilot trial in malignant pleural mesothelioma (“MPM”) and, based on those trial results, have since submitted a humanitarian device exemption application to the FDA for approval in MPM. We anticipate expanding our clinical pipeline over time to study the safety and efficacy of Optune for additional solid tumor indications.
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In March 2019, we enrolled the first patient in our INNOVATE-3 /ENGOT-ov50 trial, a phase 3 pivotal trial testing the effectiveness of Optune with paclitaxel in patients with recurrent, platinum-resistant ovarian can cer. The protocol specifies overall survival as primary endpoint and an event-driven interim analysis, which we anticipate will occur in 2022. The European Network for Gynaecological Oncological Trial groups (“ENGOT”) and The GOG Foundation, Inc. (“GOG”) , third-party clinical trial networks, are collaborating with us on the trial. ENGOT and GOG were involved in the development of the trial and t he collaborations are intended to facilitate enrollment of INNOVATE-3 at leading cancer centers in Europe and the United States.
The table below presents the current status of the ongoing or completed clinical trials in our pipeline and our expected next milestone for each.

 
We believe we have a robust patent and intellectual property portfolio, with over 140 issued patents and numerous patent applications pending worldwide covering global commercialization rights to Optune in oncology.
 
In September 2018, we granted Zai Lab (Shanghai) Co., Ltd. (“Zai”) a license to commercialize Optune in China, Hong Kong, Macau and Taiwan under a License and Collaboration Agreement (the “Zai Agreement”). Zai has begun the process for regulatory approval of Optune in China. Zai is seeking a trial waiver from the Chinese regulatory authorities enabling a potential launch in China as early as the fourth quarter of 2019. On the clinical development front, Zai is working to finalize the protocol for a phase 2 pilot trial in gastric cancer and is collaborating closely with our clinical teams to initiate trials in other key indications in China.
 
Financial Overview. We view our operations and manage our business in one operating segment. For the three months ended March 31, 2019, our net revenues were $73.3 million, and our net loss was $12.2 million. Our net loss for the three months ended March 31, 2019 included $9.6 million, in non-cash share-based compensation expense. As of March 31, 2019, we had an accumulated deficit of $655.8 million.
Critical Accounting Policies and Estimates
In accordance with U.S. generally accepted accounting principles (“ GAAP”), in preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. We develop and periodically change these estimates and assumptions based on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates.
The critical accounting policies requiring estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements can be found in our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”) . For additional information, see Note 1 to our Unaudited Consolidated Financial Statements. There were no other material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2018 10-K.
Commentary on Results of Operations
Net revenues . Our revenues are primarily derived from patients using Optune in our currently active markets. We charge for treatment with Optune on a monthly basis. Our potential net revenues per patient are determined by our ability to secure payment, the monthly fee we collect and the number of months that the patient remains on therapy.
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We also recognized revenue pursuant to the Zai Agreement in the first quarter of 2019 . For additional information regarding the Zai Agreement, see Note 12 to the Consolidated Financia l Statements in our 2018 10-K .
Cost of revenues. We contract with third-party manufacturers that manufacture Optune. Our cost of revenues is primarily comprised of the following:
 	•	disposable transducer arrays;	
 	•	depreciation expense for the field equipment, including the electric field generator used by patients; and	
 	•	personnel, warranty and overhead costs such as facilities, freight and depreciation of property, plant and equipment associated with managing our inventory, warehousing and order fulfillment functions.	
Operating expenses. Our operating expenses consist of research, development and clinical trials, sales and marketing and general and administrative expenses. Personnel costs are a significant component for each category of operating expenses and consist of wages, benefits and bonuses. Personnel costs also include share-based compensation.
Financial expenses, net . Financial expenses, net primarily consists of credit facility interest expense and related debt issuance costs, interest income from cash balances and short-term investments and gains (losses) from foreign currency transactions. Our reporting currency is the U.S. dollar. We have historically held substantially all of our cash balances in U.S. dollar denominated accounts to minimize the risk of translational currency exposure.
Results of Operations
The following table includes certain commercial patient operating statistics for and as of the end of the periods presented.
 
 	 	Three Months Ended March 31,	 	
Operating statistics	 	2019	 	 	2018	 	
Gross billings (in millions)	 	$	158.0	 	 	$	126.3	 	
 	 	 	 	 	 	 	 	 	
Active patients at period end (1)	 	 	 	 	 	 	 	 	
United States	 	 	1,778	 	 	 	1,445	 	
EMEA (*)	 	 	735	 	 	 	544	 	
Japan	 	 	118	 	 	 	20	 	
Total	 	 	2,631	 	 	 	2,009	 	
 	 	 	 	 	 	 	 	 	
(*) including Germany	 	 	510	 	 	 	377	 	
 	 	 	 	 	 	 	 	 	
 	 	Three months ended March 31,	 	
 	 	2019	 	 	2018	 	
Prescriptions received in period (2)	 	 	 	 	 	 	 	 	
United States	 	 	925	 	 	 	946	 	
EMEA (*)	 	 	330	 	 	 	282	 	
Japan	 	 	55	 	 	 	30	 	
Total	 	 	1,310	 	 	 	1,258	 	
 	 	 	 	 	 	 	 	 	
(*) including Germany	 	 	254	 	 	 	210	 	
 
(1)	An “active patient” is a patient who is on Optune under a commercial prescription order as of the measurement date, including patients who may be on a temporary break from treatment and who plan to resume treatment in less than 60 days.	
(2)	A “prescription received” is a commercial order for Optune that is received from a physician certified to treat patients with Optune for a patient not previously on Optune. Orders to renew or extend treatment are not included in this total.	
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Three months ended March 31, 2019 compared to three months ended March 31, 2018
 
 	 	Three months ended March 31,	 	 	 	 	 	 	 	 	 	
 	 	2019	 	 	2018	 	 	Change	 	 	% Change	 	
Net revenues	 	$	73,309	 	 	$	52,125	 	 	$	21,184	 	 	 	41	%	
 
Net revenues. Net revenues increased $21.2 million, or 41%, to $73.3 million for the three months ended March 31, 2019 from $52.1 million for the three months ended March 31, 2018. This was primarily due to an increase of 622 active patients in our currently active markets, representing 31% growth, and an increase in net revenues per active patient. The increase in net revenues per active patient was primarily driven by improving reimbursement approval rates in Germany and by growth in Austria and Japan.

 	 	Three months ended March 31,	 	 	 	 	 	 	 	 	 	
 	 	2019	 	 	2018	 	 	Change	 	 	% Change	 	
Cost of revenues	 	$	19,814	 	 	$	18,238	 	 	$	1,576	 	 	 	9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-cash expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Share-based compensation expense	 	$	426	 	 	$	164	 	 	$	262	 	 	 	160	%	
Depreciation	 	 	1,384	 	 	 	1,516	 	 	 	(132	)	 	 	(9	%)	
Total non-cash expenses	 	$	1,810	 	 	$	1,680	 	 	$	130	 	 	 	8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total cost of revenues, net of non-cash expenses (**)	 	$	18,004	 	 	$	16,558	 	 	$	1,446	 	 	 	9	%	
 
* *	This non-GAAP metric has been included because management believes that it provides for a more accurate year to year comparison of our operating expenses without the impact of non-cash items. This measure allows investors to better understand and evaluate our operating results in the same manner as management, to compare financial results across accounting periods and to better understand the long-term performance of our core business in future periods. In addition, management finds it useful to exclude certain non-cash expenses to assist in budgeting, planning and forecasting future periods. Management discusses this measure with the Audit Committee of our Board of Directors, when appropriate, for the purposes of reviewing our performance and the use of our cash resources.	
Cost of revenues. Our cost of revenues increased by $1.6 million, or 9%, to $19.8 million for the three months ended March 31, 2019 from $18.2 million for the three months ended March 31, 2018. The increase in cost of revenues was primarily due to the cost of shipping transducer arrays to a higher volume of commercial patients. Gross margin was 73% for the three months ended March 31, 2019 and 65% for the three months ended March 31, 2018. Our gross margin continues to benefit from ongoing efficiency initiatives and scale.

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Operating Expenses.
 
 	 	Three months ended March 31,	 	 	 	 	 	 	 	 	 	
 	 	2019	 	 	2018	 	 	Change	 	 	% Change	 	
Research, development and clinical trials	 	$	17,042	 	 	$	11,104	 	 	$	5,938	 	 	 	53	%	
Sales and marketing	 	 	22,333	 	 	 	18,135	 	 	 	4,198	 	 	 	23	%	
General and administrative	 	 	20,238	 	 	 	17,325	 	 	 	2,913	 	 	 	17	%	
Total operating expenses	 	$	59,613	 	 	$	46,564	 	 	$	13,049	 	 	 	28	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-cash expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Share-based compensation expense	 	$	9,223	 	 	$	8,356	 	 	$	867	 	 	 	10	%	
Other non-cash expenses	 	 	697	 	 	 	687	 	 	 	10	 	 	 	1	%	
Total non-cash expenses	 	$	9,920	 	 	$	9,043	 	 	$	877	 	 	 	10	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses, net of non-cash expenses (**)	 	$	49,693	 	 	$	37,521	 	 	$	12,172	 	 	 	32	%	
 
Research, development and clinical trials expenses. Research, development and clinical trials expenses increased $5.9 million, or 53%, to $17.0 million for the three months ended March 31, 2019 from $11.1 million for the three months ended March 31, 2018. The change is primarily due to an increase in clinical trial and personnel expenses for our INNOVATE-3, LUNAR, METIS and PANOVA-3 trials and an increase in costs associated with medical affairs and regulatory matters.
Sales and marketing expenses. Sales and marketing expenses increased $4.2 million, or 23%, to $22.3 million for the three months ended March 31, 2019 from $18.1 million for the three months ended March 31, 2018. The change was primarily due to increased marketing expenses and increases in our personnel costs associated with a larger sales force globally.
General and administrative expenses. General and administrative expenses increased $2.9 million, or 17%, to $20.2 million for the three months ended March 31, 2019 from $17.3 million for the three months ended March 31, 2018. The change was primarily due to an increase in personnel costs and an increase in professional services.
 
 	 	Three months ended March 31,	 	 	 	 	 	 	 	 	 	
 	 	2019	 	 	2018	 	 	Change	 	 	% Change	 	
Financial expenses (income), net	 	$	2,371	 	 	$	4,853	 	 	$	(2,482	)	 	 	(51	%)	
 
Financial expenses, net. Financial expenses decreased $2.5 million, or 51%, to $2.4 million for the three months ended March 31, 2019 from $4.9 million for the three months ended March 31, 2018. The change was primarily due to the 2018 accelerated amortization costs triggered by the repayment of our 2015 term loan credit facility, partially offset by interest expenses on our new $150 million term loan credit facility. For additional information, see Note 10 to our Consolidated Financial Statements in our 2018 10-K .
 
 	 	Three months ended March 31,	 	 	 	 	 	 	 	 	 	
 	 	2019	 	 	2018	 	 	Change	 	 	% Change	 	
Income taxes	 	$	3,661	 	 	$	3,194	 	 	$	467	 	 	 	15	%	
 
Income taxes. Income taxes increased $0.5 million, or 15%, to $3.7 million for the three months ended March 31, 2019 from $3.2 million for the three months ended March 31, 2018. The change was primarily a result of a higher number of active patients and the mix of applicable statutory tax rates in certain active jurisdictions.
Liquidity and Capital Resources
 We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. As of March 31, 2019, we had an accumulated deficit of $655.8 million. To date, we have primarily financed our operations through the issuance and
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sale of equity and the proceeds from long-term loans. At March 31, 201 9 , we had $ 152.1 million in cash and cash equivalents and $ 104.5 million in short-term investments. At March 31, 201 9 , our cash, cash equivalents and short-term investments totaled $ 256.6 million, an increase of $ 10.7 million compared to $ 245.9 million at December 31, 201 8 . The increase in our cash, cash equivalents and short-term investments was primarily due to the exercise of options .
We believe our cash, cash equivalents and short-term investments as of March 31, 2019 are sufficient for our operations for at least the next 12 months based on our existing business plan and our ability to control the timing of significant expense commitments. We anticipate continuing to incur significant costs associated with commercializing Optune for approved indications. We expect our research, development and clinical trials expenses to increase in connection with our ongoing activities and as additional indications enter late-stage clinical development . Such expenses may outpace our gross profit. As a result, we may need to raise additional capital to fund our operations.
Sources of Liquidity
Since inception, we have financed our operations primarily through the issuance and sale of equity and the proceeds from long-term loans. As of March 31, 2019, we had received a total of $803.6 million from these activities.      
 
 	 	Three Months Ended March 31,	 	
 	 	2019	 	 	2018	 	
Net cash provided by (used in) operating activities	 	$	(4,315	)	 	$	(16,824	)	
Net cash provided by (used in) investing activities	 	 	(989	)	 	 	(1,857	)	
Net cash provided by (used in) financing activities	 	 	16,970	 	 	 	51,714	 	
Net increase (decrease) in cash, cash equivalents, short-term investments and restricted cash	 	$	11,666	 	 	$	33,033	 	
 
Operating activities
Net cash used in operating activities primarily represents our net loss for the periods presented. Adjustments to net loss for non-cash items include share-based compensation, depreciation and amortization, accrued interest and impairments. Operating cash flows are also impacted by changes in operating assets and liabilities, principally trade receivables, prepaid expenses, inventories, trade payables and accrued expenses.
Net cash used in operating activities was $4.3 million for the three months ended March 31, 2019, as compared to $16.8 million for the three months ended March 31, 2018. Gross profit increased by $19.6 million for the three months ended March 31, 2019 versus the three months ended March 31, 2018, fully funding incremental investments of $5.9 million in research and development and $7.1 million in sales, marketing, general and administrative expenses. The year-over-year reduction in cash used in operating activities was primarily driven by a decrease in net loss, as well as an increase in share-based compensation, a decrease in right of use assets and an increase in working capital.
Investing activities
Our investing activities consist primarily of capital expenditures to purchase property and equipment and field equipment, as well as investments in and redemptions of our short-term investments.
Net cash used in investing activities was $1.0 million for the three months ended March 31, 2019, compared to $1.9 million for the three months ended March 31, 2018. The year-over-year reduction in cash used in investing activities was primarily driven by the roll-over of our short-term investments.  
Financing activities
To date, our primary financing activities have been the sale of equity and the proceeds from long-term loans.
Net cash provided by financing activities was $17.0 million for the three months ended March 31, 2019, as compared to $51.7 million for the three months ended March 31, 2018. The year-over-year decrease in cash provided by financing activities was primarily related to the 2018 principal amount of our credit facility and partially offset by proceeds from the exercise of options.
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Our material outstanding indebtedness consists of ou r term loan credit facility. As of March 31, 2019, the aggregate principal balance of amounts outstanding under the term loan credit facility was $150.0 million. We may prepay the term loan, in full, at any time. We must prepay the term loan (i) in full or in part upon the entry into certain licensing arrangements and (ii) in full in the event of a change of control. In each case, any prepayment (whether permitted or mandatory) is subject to a prepayment premium and/or make-whole payment. The pre-payment fe e if we prepay outstanding loan amounts prior to February 7, 2021 is 2.0% and is 1.0% if made after the February 7, 2021 but prior to February 7, 2022. If we prepay outstanding loan amounts prior to August 7, 2020, we must pay a make-whole amount equal to the amount of interest that would have accrued on the amount of all principal we prepaid from the date of such prepayment through February 7, 2021.
All obligations under the term loan credit facility are guaranteed by certain of our current and future domestic direct and indirect subsidiaries. In addition, the obligations under the term loan credit facility are secured by a first-priority security interest in substantially all of the property and assets of, as well as the equity interests owned by, us and the other guarantors. The term loan credit facility contains other customary covenants.
Contractual Obligations and Commitments
There were no material changes in our commitments under contractual obligations during the three months ended March 31, 2019.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under U.S. Securities and Exchange Commission (“SEC”) rules.
 
 Item 3.  Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the information disclosed in our 2018 10-K.
 
 Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2019, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2019, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended March 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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 PART II—OTHER INFORMATION
 Item 1.  Legal Proceedings
There have been no material changes to our legal proceedings disclosed in the 2018 10-K except as noted below.
On February 3, 2019, a civil claim was filed in the District Court in Haifa, Israel, by Ofir Paz (“Paz”), a former member of our Board of Directors, and EES Investments Ltd., a company wholly owned by Paz (together with Paz, “Plaintiff”) against us and Prof. Yoram Palti. Plaintiff claims that he is entitled to 210,000 ordinary shares pursuant to an alleged 2003 verbal agreement between Plaintiff and Prof. Palti, who was also a member of our Board of Directors at that time, for Plaintiff’s contribution to the advancement of our business and the consummation of a third party investment in our company. Plaintiff is asking the court to issue an order (x) providing that he is the holder of 210,000 ordinary shares, or alternatively (y) providing that he is entitled to receive from us and Prof. Palti 210,000 ordinary shares, and also ordering that our register of shareholders be amended to reflect his ownership of such shares.
A response to the claim was filed on behalf of Yoram Palti in April 2019 and we are preparing our response to the claim. We believe that the complaint is without merit and plan to defend against this claim vigorously. We have not accrued any amounts in respect of these claims, as a liability is not probable and the amount of any potential liability cannot be reasonably estimated.
 Item 1A.  Risk Factors  
There have been no material changes to our risk factors disclosed in Part I, Item 1A “Risk Factors to our 2018 10-K.
 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
None.
 Item 3.  Defaults Upon Senior Securities
None.
 Item 4.  Mine Safety Disclosures
Not applicable.
 Item 5.  Other Information
On April 30, 2019, the Company’s Board of Directors adopted a revised Non-Employee Director Compensation Plan containing certain administrative updates.
 
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 Item 6.  Exhibits
EXHIBIT INDEX
 
Exhibit	 	 	 	Incorporated by Reference	 	Filed	
Number	 	Exhibit Description	 	Form	 	Date	 	Number	 	Herewith	
10.1	 	Form of Restricted Share Unit Award Notice for Employees in Austria#	 	 	 	 	 	 	 	X	
10.2	 	Form of Non-Qualified Stock Option Agreement for Employees in Austria#	 	 	 	 	 	 	 	X	
10.3	 	Form of Restricted Share Unit Award Notice for Employees in Sweden#	 	 	 	 	 	 	 	X	
10.4	 	Form of Non-Qualified Stock Option Agreement for Employees in Sweden#	 	 	 	 	 	 	 	X	
31.1	 	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended	  	 	 	 	 	 	 	X	
31.2	 	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended	  	 	 	 	 	 	 	X	
32.1*	 	Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350	  	 	 	 	 	 	 	X	
32.2*	 	Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350	  	 	 	 	 	 	 	X	
101.INS	 	XBRL Instance Document	 	 	 	 	 	 	 	X	
101.SCH	 	XBRL Taxonomy Extension Schema Document	 	 	 	 	 	 	 	X	
101.CAL	 	XBRL Taxonomy Extension Calculation Linkbase Document	 	 	 	 	 	 	 	X	
101.DEF	 	XBRL Taxonomy Extension Definition Linkbase Document	 	 	 	 	 	 	 	X	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase Document	 	 	 	 	 	 	 	X	
101.PRE	 	XBRL Extension Presentation Linkbase Document	 	 	 	 	 	 	 	X	

*	The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NovoCure Limited under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.	

#	Compensation plans and arrangements for executive officers and others.	

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 SIGNAT URES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 	 	NovoCure Limited	
 	 	 	
Date: May 2, 2019	 	/s/ Wilco Groenhuysen	
 	 	Wilco Groenhuysen	
 	 	Chief Financial Officer	
 	 	(principal financial and accounting officer
and duly authorized officer)	
 
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Exhibit 10.1
Novocure Limited
 
2015 Omnibus Incentive Plan
 
Restricted Share Unit Award Notice
 
[PARTICIPANT NAME]
You have been awarded an Other Share-Based Award in the form of restricted share units with respect to ordinary shares of Novocure Limited, a Jersey Isle company (the “ Company ”), pursuant to the terms and conditions of the Novocure Limited 2015 Omnibus Incentive Plan (the “ Plan ”) and the Restricted Share Unit Award Agreement attached hereto (together with this Award Notice, the “ Agreement ”).  Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement, as applicable.

Restricted Share Units :	You have been awarded a restricted share unit award with respect to [NUMBER OF SHARES GRANTED] Ordinary Shares, subject to adjustment as provided in the Plan (the “ Award ”).	
Grant Date :	[GRANT DATE] (“ Grant Date ”)	
Vesting Schedule :	Except as otherwise provided in the Plan,  the Agreement or any other agreement between you and the Company, the Award shall vest on the dates and in the amounts set forth below, provided you remain continuously employed by the Company through the applicable vesting date.  	

		
Vesting Dates	Restricted Share Units Vesting	
[Vest Date 1]	[Quantity Vesting 1]	
[Vest Date 2]	[Quantity Vesting 2]	
[Vest Date 3]	[Quantity Vesting 3]	

NOVOCURE LIMITED

By: /s/ William F. Doyle
William F. Doyle
Executive Chairman of the Board of Directors

 
Acknowledgment, Acceptance and Agreement :
By electronically accepting this Award Notice, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan. Moreover, I acknowledge to be fully proficient in the English language.
Mit Unterzeichnung dieser Vereinbarung bestätigt der Teilnehmer (Participant) mit den Bestimmungen dieser Vereinbarung einverstanden zu sein und insbesondere der englischen Sprache mächtig zu sein.  

 
Signed as of [Acceptance Date].

 	 	 	
PARTICIPANT	
 	 	
By:	 	[Electronic Signature]	
Name:	 	 [Participant Name]	

2

 
Novocure Limited
 
2015 Omnibus Incentive Plan
 
Restricted Share Unit Award Agreement
 
Novocure Limited, a Jersey Isle company (the “ Company ”), hereby grants to the individual (the “ Participant ”) named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Novocure Limited 2015 Omnibus Incentive Plan (the “ Plan ”), a restricted share unit award (the “ Award ”) with respect to the number of ordinary shares of the Company (“ Ordinary Shares ”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreement ”).  
 
1. Award Subject to Acceptance of Agreement .  The Award shall be null and void unless the Participant electronically accepts the Award Notice and this Agreement within the Participant’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.   
2. Rights as a Stockholder .  The Participant shall not be entitled to any privileges of ownership with respect to the Ordinary Shares subject to the Award unless and until, and only to the extent, such Ordinary Shares become vested pursuant to Section 3 hereof and the Participant becomes a shareholder of record with respect to such Ordinary Shares.
3. Restriction Period, Vesting and Termination .  The Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Participant remains continuously employed by the Company through the applicable vesting date.  The period of time prior to the vesting shall be referred to herein as the “ Restriction Period .”  In the event of the Participant’s Termination, for any reason, the portion of the Award that was not vested immediately prior to such Termination shall be immediately forfeited by the Participant and cancelled by the Company.  With regard to section 7.3 (c) it is thus clarified that all restricted Shares still subject to restriction will be forfeited at the time of Termination.
4. Settlement of Award .  Subject to Article 6 , as soon as practicable (but not later than 30 days) after the vesting of the Award, in whole or part, the Company shall issue or transfer to the Participant (or such other person as is acceptable to the Company and designated in writing by the Participant) the number of Ordinary Shares underlying the vested portion of the Award.  The Company may effect such issuance or transfer either by the delivery of one or more share certificates to the Participant or by making an appropriate entry on the books of the Company or the transfer agent of the Company.  Except as otherwise provided in Section 6.1 , the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery or issuance.  Prior to the issuance or transfer to the Participant of the Ordinary Shares subject to the Award, the Participant shall have no direct or secured claim in any specific assets of the Company or in such Ordinary Shares, and will have the status of a general unsecured creditor of the Company.
5. Restrictions or Transfer, Representations and Detrimental Activity .  
5.1. Restrictions on Transfer of Award .  The provisions in the Plan regarding restrictions on Transfer shall apply to the Award.  

 
5.2. Representations .  Upon the vesting of the Award, the Participant: (i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and (ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares.
5.3. Detrimental Activity .   
(a) Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any settlement of the Award, the Committee shall direct (at any time within one year thereafter) that any unvested Award shall be immediately forfeited to the Company and for any vested Award the Participant is obliged to pay liquidated damages to the Company in the amount equal to the Fair Market Value of any Ordinary Shares received from the settlement of the Award on the date of settlement.
(b) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.
 
6. Additional Terms and Conditions of Award .
 
6.1. Withholding Taxes .    
 
(a) As a condition precedent to the issuance or transfer of any Ordinary Shares upon the vesting of the Award, the Participant shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “ Required Tax Payments ”) with respect to the issuance or transfer of such Ordinary Shares.  If the Participant shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Participant.
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(b) Under the terms of this Agreement, the Participant’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole Ordinary Shares which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Required Tax Payments; provided , however , the Participant may notify the Company prior to the Tax Date that the Participant has elected, in lieu of the Company withholding Ordinary Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Ordinary Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Participant has authorized to sell any shares acquired upon the vesting of the award to meet the Required Tax Payments ; or (iv) any combination of share withholding and (i), (ii) and (iii); provided , further , that if the vesting date occurs during any blackout period under the Company’s insider trading policy, then the Participant shall be required to sell a number of whole Ordinary Shares which would otherwise be delivered to the Participant upon the vesting of the Award having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments and remit such proceeds to the Company to pay such Required Tax Payments.   Ordinary Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  No certificate representing an Ordinary Share shall be delivered until the Required Tax Payments have been satisfied in full.
6.2. Provisions of Plan Control .   This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof and the provisions relating to a Change of Control, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time.  The Plan is incorporated herein by reference.  If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Agreement shall prevail.
6.3. Notices .   All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:
(a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 6.3 , any notice required to be delivered to the Company shall be properly delivered if delivered to:
NovoCure Limited
20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355
Attention:         General Counsel
Telephone:       (212) 767-7530
3

 
(b) if to the Participant, to the address on file with the Company.
Any notice, demand or request, if made in accordance with this Section 6.3 shall be deemed to have been duly given: (i) when delivered in person; or (ii) on the first Austrian business day following the date of deposit if delivered by a recognized overnight delivery service.
6.4. No Right to Employment/Consultancy/Directorship .   This Agreement shall not give the Participant or other person any right to employment, consultancy or directorship by the Company or any of its Subsidiaries, or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment, consultancy or directorship at any time in accordance with applicable laws.
6.5. Waiver of Jury Trial .   EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.
6.6. Severability of Provisions .   If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.
6.7. Governing Law .   All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the Jersey Isles, without giving effect to its principles of conflict of laws unless mandatory provisions of Austrian (labor) law prevail.
6.8. Section 409A .   The Award is intended to be exempt from the applicable requirements of Section 409A as short-term deferrals and shall be limited, construed and interpreted in accordance with such intent; provided, that the Company does not guarantee to the Participant any particular tax treatment of the Award.  In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.
 6.9. Interpretation .   Unless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a
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Person in a particular capacity excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.
6.10. No Strict Construction .   This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

5

Exhibit 10.2
NOVOCURE LIMITED
Non-Qualified Stock Option Agreement for Employees in Austria
Pursuant to the
NovoCure Limited
2015 Omnibus Incentive Plan
AGREEMENT (this “ Agreement ”), dated as of [GRANT DATE]  between NovoCure Limited, a Jersey Isle company (the “ Company ” and, collectively with its controlled Affiliates, the “ Employer ”), and [PARTICPANT NAME ]  (the “ Participant ”).
Preliminary Statement
The Committee hereby grants this non-qualified stock option (the “ Stock Option ”) on [GRANT DATE] (the “ Grant Date ”) pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “ Plan ”), to purchase the number of Ordinary Shares set forth below to the Participant, as an Eligible Employee, Consultant or Non-Employee Director. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. It is clarified that the term Stock Option shall have the same meaning as the term “Share Option” as defined in Section 2.41 of the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations. The Plan forms an integral part of this Agreement.
Accordingly, the parties hereto agree as follows:
1. Tax Matters . The Participant is fully liable for any personal (income) tax in relation to the Stock Option granted. No part of the Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.
2. Grant of Stock Option . Subject to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted the Stock Option to purchase from the Company [NUMBER OF SHARES GRANTED]  Ordinary Shares at a price per share of US$ [GRANT PRICE]  (the “ Exercise Price ”).
3. Vesting .
(a) (a) Vesting Schedule.   The Stock Option shall vest and become exercisable on the dates and amounts as set forth in the table below; provided , with respect to each vesting date, that the Participant has not experienced a Termination prior to such date.  There shall be no proportionate or partial vesting in the periods prior to each vesting date.

Vesting Dates	Options Vesting	
[Vest Date 1]	[Quantity Vesting 1]	
[Vest Date 2]	[Quantity Vesting 2]	
[Vest Date 3]	[Quantity Vesting 3]	
[Vest Date 4]	[Quantity Vesting 4]	

 
(b) Unvested Stock Options.   Any portion of the Stock Option that is not vested as of or upon the date of a Participant’s Termination for any reason shall terminate and expire on the date of such Termination.
4. Exercise .
(a) To the extent that the Stock Option has become vested and exercisable with respect to a number of Ordinary Shares, the Stock Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Stock Option in accordance with the Plan. The Participant may exercise the Stock Option by delivering to the Company written notice of the number of Ordinary Shares covered by the exercise, together with the aggregate Exercise Price. Payment may be made by: (i) cash, check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the aggregate Exercise Price; or (iii) on such other terms and conditions as may be acceptable to the Committee. Upon expiration of the Stock Option, the Stock Option shall be canceled and no longer exercisable.
(b) Upon the exercise of the Stock Option, the Participant:
(i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and
(ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares.
 
(c) Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to any vesting of the Stock Option, the Stock Option shall thereupon terminate and expire. As a condition of the exercise of the Stock Option, the Participant shall be required to certify in a manner acceptable to the Company (or shall be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event (i) the certification of the Participant proves untrue and the Participant had not been in compliance with the terms and conditions of the Plan or had been engaged in any Detrimental Activity or (ii) the Participant engages in Detrimental Activity during the one-year period commencing on the date the Stock Option is exercised, the Participant is obliged to pay liquidated damages to the Company in the amount equal to Fair Market Value of any Ordinary Shares received from such exercise on the date of such exercise.
 (d) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of
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such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.
5. Stock Option Term . The term of the Stock Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (the “ Expiration Date ”), subject earlier termination in the event of the Participant’s Termination as specified in the Plan and this Agreement. Notwithstanding anything herein to the contrary, upon the Expiration Date, the Stock Option (whether vested or not) shall be immediately forfeited, canceled and terminated for no consideration and no longer shall be exercisable. The Stock Option is subject to termination prior to the Expiration Date to the extent provided in the Plan or this Agreement.
 
With regard to the consequences of Termination of Employment on Stock Options sections 6.4. (f) – 6.4.(j) of the Plan shall apply with the following modifications:
(i) The regulations on “Involuntary termination without cause” as set down in section 6.4. (g) shall apply on any kind of ordinary termination of employment by the Employer and justified termination for cause by the Participant.
(ii) The regulations on “Voluntary Termination” as set down in section 6.4. (h) shall apply on any kind of ordinary termination of employment by the Participant.
(iii) The regulations on “Termination for cause” as set down in section 6.4. (i) shall apply on summary dismissal of the Participant (termination for cause by the Employer) and on unjustified termination with immediate effect by the Employee whereby all Share Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 5 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Share Options.
6. Termination and Change in Control . The provisions in the Plan regarding Termination and Change in Control shall apply to the Stock Option.
7. Restriction on Transfer of Stock Option . The provisions in the Plan regarding restrictions on Transfer shall apply to the Stock Option.
8. No Rights as a Stockholder . The Participant shall not have any rights as a stockholder of the Company with respect to any Award until the Participant becomes the holder of record of the Ordinary Shares underlying the Award.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Agreement shall prevail.
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 10. Notices . All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:
(a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 10 , any notice required to be delivered to the Company shall be properly delivered if delivered to:
NovoCure Limited
20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355
Attention:         General Counsel
Telephone:       (212) 767-7530
(b) if to the Participant, to the address on file with the Employer.
Any notice, demand or request, if made in accordance with this Section 10 shall be deemed to have been duly given: (i) when delivered in person; or (ii) on the first Austrian business day following the date of deposit if delivered by a recognized overnight delivery service.
11. No Right to Employment/Consultancy/Directorship . This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time in accordance with applicable laws.
12. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.
13. Severability of Provisions . If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.
 
14. Governing Law . All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the Jersey Isles, without giving effect to its principles of conflict of laws, unless mandatory provisions of Austrian (labor) law prevail.
 15. Interpretation . Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes
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such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c)   any pronoun shall include the corresponding masculine, feminine and neuter forms; (d)   reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e)   reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f)   “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g)   numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h)   “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i)   “or” is used in the inclusive sense of “and/or”; (j)   references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k)   reference to dollars or $ shall be deemed to refer to U.S. dollars.
16. No Strict Construction . This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

NOVOCURE LIMITED
 
By: /s/ William F. Doyle
William F. Doyle
Executive Chairman of the Board of Directors

 

 Signed as of [Acceptance Date].

 	 	 	
PARTICIPANT	
 	 	
By:	 	[Electronic Signature]	
Name:	 	 [Participant Name]	

 
By signing this Agreement the Participant acknowledges the content of the present Agreement and in particular that s/he is fully proficient in the English language.
Mit Unterzeichnung dieser Vereinbarung bestätigt der Teilnehmer (Participant) mit den Bestimmungen dieser Vereinbarung einverstanden zu sein und insbesondere der englischen Sprache mächtig zu sein.  
 
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Exhibit 10.3
Novocure Limited
 
2015 Omnibus Incentive Plan
 
Restricted Share Unit Award Notice
 
[PARTICIPANT NAME]
You have been awarded an Other Share-Based Award in the form of restricted share units with respect to ordinary shares of Novocure Limited, a Jersey Isle company (the “ Company ”), pursuant to the terms and conditions of the Novocure Limited 2015 Omnibus Incentive Plan (the “ Plan ”) and the Restricted Share Unit Award Agreement attached hereto (together with this Award Notice, the “ Agreement ”).  Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement, as applicable.

Restricted Share Units :	You have been awarded a restricted share unit award with respect to [NUMBER OF SHARESS GRANTED] Ordinary Shares, subject to adjustment as provided in the Plan (the “ Award ”).	
Grant Date :	[GRANT DATE] (“ Grant Date ”)	
Vesting Schedule :	Except as otherwise provided in the Plan,  the Agreement or any other agreement between you and the Company, the Award shall vest on the dates and in the amounts set forth below, provided you remain continuously employed by the Company through the applicable vesting date.  	

		
Vesting Dates	Restricted Share Units Vesting	
[Vest Date 1]	[Quantity Vesting 1]	
[Vest Date 2]	[Quantity Vesting 2]	
[Vest Date 3]	[Quantity Vesting 3]	

NOVOCURE LIMITED

By: /s/ William F. Doyle
William F. Doyle
Executive Chairman of the Board of Directors

 

 Acknowledgment, Acceptance and Agreement :
By electronically accepting this Award Notice, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.

Signed as of [Acceptance Date].

 	 	 	
PARTICIPANT	
 	 	
By:	 	[Electronic Signature]	
Name:	 	 [Participant Name]	

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Novocure Limited
 
2015 Omnibus Incentive Plan
 
Restricted Share Unit Award Agreement
 
Novocure Limited, a Jersey Isle company (the “ Company ”), hereby grants to the individual (the “ Participant ”) named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Novocure Limited 2015 Omnibus Incentive Plan (the “ Plan ”), a restricted share unit award (the “ Award ”) with respect to the number of ordinary shares of the Company (“ Ordinary Shares ”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreement ”).  
 
1. Award Subject to Acceptance of Agreement .  The Award shall be null and void unless the Participant electronically accepts the Award Notice and this Agreement within the Participant’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.   
2. Rights as a Stockholder .  The Participant shall not be entitled to any privileges of ownership with respect to the Ordinary Shares subject to the Award unless and until, and only to the extent, such Ordinary Shares become vested pursuant to Section 3 hereof and the Participant becomes a shareholder of record with respect to such Ordinary Shares.
3. Restriction Period and Vesting .  The Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Participant remains continuously employed by the Company through the applicable vesting date.  The period of time prior to the vesting shall be referred to herein as the “ Restriction Period .”  In the event of the Participant’s Termination, the portion of the Award that was not vested immediately prior to such Termination shall be immediately forfeited by the Participant and cancelled by the Company.  
4. Settlement of Award .  Subject to Article 6 , as soon as practicable (but not later than 30 days) after the vesting of the Award, in whole or part, the Company shall issue or transfer to the Participant (or such other person as is acceptable to the Company and designated in writing by the Participant) the number of Ordinary Shares underlying the vested portion of the Award.  The Company may effect such issuance or transfer either by the delivery of one or more share certificates to the Participant or by making an appropriate entry on the books of the Company or the transfer agent of the Company.  Except as otherwise provided in Section 6.1 , the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery or issuance.  Prior to the issuance or transfer to the Participant of the Ordinary Shares subject to the Award, the Participant shall have no direct or secured claim in any specific assets of the Company or in such Ordinary Shares, and will have the status of a general unsecured creditor of the Company.
5. Restrictions or Transfer, Representations and Detrimental Activity .  
5.1. Restrictions on Transfer of Award .  The provisions in the Plan regarding restrictions on Transfer shall apply to the Award.  

 
5.2. Representations .  Upon the vesting of the Award, the Participant: (i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and (ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares.
5.3. Detrimental Activity .   
(a) Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any settlement of the Award, the Committee shall direct (at any time within one year thereafter) that the Award (whether vested or unvested) shall be immediately forfeited to the Company and that the Participant shall pay over to the Company (i) the Ordinary Shares received from the settlement of the Award or (ii) if Ordinary Shares received from the settlement of the Award have been transferred, an amount equal to the Fair Market Value of such Ordinary Shares on the date of settlement.
(b) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.
 
6. Additional Terms and Conditions of Award .
 
6.1. Withholding Taxes .    
 
 (a) As a condition precedent to the issuance or transfer of any Ordinary Shares upon the vesting of the Award, the Participant shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “ Required Tax Payments ”) with respect to the issuance or transfer of such Ordinary Shares.  If the Participant shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax
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Payments from any amount then or thereafter payable by the Company to the Participant.
(b) Under the terms of this Agreement, the Participant’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole Ordinary Shares which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Required Tax Payments; provided , however , the Participant may notify the Company prior to the Tax Date that the Participant has elected, in lieu of the Company withholding Ordinary Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Ordinary Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Participant has authorized to sell any shares acquired upon the vesting of the award to meet the Required Tax Payments; or (iv) any combination of share withholding and (i), (ii) and (iii); provided , further , that if the vesting date occurs during any blackout period under the Company’s insider trading policy, then the Participant shall be required to sell a number of whole Ordinary Shares which would otherwise be delivered to the Participant upon the vesting of the Award having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments and remit such proceeds to the Company to pay such Required Tax Payments.  Ordinary Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  No certificate representing an Ordinary Share shall be delivered until the Required Tax Payments have been satisfied in full.
6.2. Provisions of Plan Control .   This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof and the provisions relating to a Change of Control, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time.  The Plan is incorporated herein by reference.  If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
6.3. Notices .   All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:
(a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 6.3 , any notice required to be delivered to the Company shall be properly delivered if delivered to:
NovoCure Limited
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20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355
Attention:         General Counsel
Telephone:       (212) 767-7530
(b) if to the Participant, to the address on file with the Company.
Any notice, demand or request, if made in accordance with this Section 6.3 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.
6.4. No Right to Employment/Consultancy/Directorship .   This Agreement shall not give the Participant or other person any right to employment, consultancy or directorship by the Company or any of its Subsidiaries, or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment, consultancy or directorship at any time.
6.5. Waiver of Jury Trial .   EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.
6.6. Severability of Provisions .   If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.
6.7. Governing Law .   All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the Jersey Isles, without giving effect to its principles of conflict of laws.
 6.8. Section 409A .   The Award is intended to be exempt from the applicable requirements of Section 409A as short-term deferrals and shall be limited, construed and interpreted in accordance with such intent; provided, that the Company does not guarantee to the Participant any particular tax treatment of the Award.  In no event whatsoever shall the Company
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be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.
6.9. Interpretation .   Unless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.
6.10. No Strict Construction .   This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
 
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Exhibit 10.4
NOVOCURE LIMITED
Non-Qualified Stock Option Agreement for Employees in Sweden
Pursuant to the
NovoCure Limited
2015 Omnibus Incentive Plan
AGREEMENT (this “ Agreement ”), dated as of [GRANT DATE]  between NovoCure Limited, a Jersey Isle company (the “ Company ” and, collectively with its controlled Affiliates, the “ Employer ”), and [PARTICPANT NAME ]  (the “ Participant ”).
Preliminary Statement
The Committee hereby grants this non-qualified stock option (the “ Stock Option ”) on [GRANT DATE] (the “ Grant Date ”) pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “ Plan ”), to purchase the number of Ordinary Shares set forth below to the Participant, as an Eligible Employee, Consultant or Non-Employee Director. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.
Accordingly, the parties hereto agree as follows:
1. Tax Matters . No part of the Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.
2. Grant of Stock Option . Subject to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted the Stock Option to purchase from the Company [NUMBER OF SHARE OPTIONS GRANTED]  Ordinary Shares at a price per share of US$ [GRANT PRICE]  (the “ Exercise Price ”).
3. Vesting .
(a) (a) Vesting Schedule.   The Stock Option shall vest and become exercisable on the dates and amounts as set forth in the table below; provided , with respect to each vesting date, that the Participant has not experienced a Termination prior to such date.  There shall be no proportionate or partial vesting in the periods prior to each vesting date.

Vesting Dates	Options Vesting	
[Vest Date 1]	[Quantity Vesting 1]	
[Vest Date 2]	[Quantity Vesting 2]	
[Vest Date 3]	[Quantity Vesting 3]	
[Vest Date 4]	[Quantity Vesting 4]	
 
(b) Unvested Stock Options.   Any portion of the Stock Option that is not vested as of or upon the date of a Participant’s Termination for any reason shall terminate and expire on the date of such Termination.

 
4. Exercise .
(a) To the extent that the Stock Option has become vested and exercisable with respect to a number of Ordinary Shares, the Stock Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Stock Option in accordance with the Plan. The Participant may exercise the Stock Option by delivering to the Company written notice of the number of Ordinary Shares covered by the exercise, together with the aggregate Exercise Price. Payment may be made by: (i) cash, check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the aggregate Exercise Price; or (iii) on such other terms and conditions as may be acceptable to the Committee. Upon expiration of the Stock Option, the Stock Option shall be canceled and no longer exercisable.
(b) Unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Stock Option by (i) remitting the aggregate amount of such taxes to the Company in full, by cash, check, bank draft or money order payable to the order of the Company; (ii) to the extent permitted by the Committee, by making arrangements with the Company to have such taxes withheld from other compensation due to Participant; or (iii) solely to the extent permitted by applicable law and authorized by the Committee, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the applicable withholding taxes.
(c) Upon the exercise of the Stock Option, the Participant:
(i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and
(ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares.
(d) Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to any exercise of the Stock Option, the Stock Option shall thereupon terminate and expire. As a condition of the exercise of the Stock Option, the Participant shall be required to certify in a manner acceptable to the Company (or shall be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one-year period commencing on the date the Stock Option is exercised, the Company shall be entitled to recover from the Participant, at any time within one year after such Detrimental Activity, and the Participant shall pay over to the Company, the Ordinary Shares received from such exercise, or, if such Ordinary Shares have been transferred, an amount equal to Fair Market Value of such Ordinary Shares on the date of such exercise.
 (e) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to
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measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.
 5. Stock Option Term . The term of the Stock Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (the “ Expiration Date ”)  , subject to earlier termination in the event of the Participant’s Termination as specified in the Plan and this Agreement. Notwithstanding anything herein to the contrary, upon the Expiration Date, the Stock Option (whether vested or not) shall be immediately forfeited, canceled and terminated for no consideration and no longer shall be exercisable. The Stock Option is subject to termination prior to the Expiration Date to the extent provided in the Plan or this Agreement.
6. Termination and Change in Control . The provisions in the Plan regarding Termination and Change in Control shall apply to the Stock Option.
7. Restriction on Transfer of Stock Option . The provisions in the Plan regarding restrictions on Transfer shall apply to the Stock Option.
8. No Rights as a Stockholder . The Participant shall not have any rights as a stockholder of the Company with respect to any Award until the Participant becomes the holder of record of the Ordinary Shares underlying the Award.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
10. Notices . All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:
(a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 10 , any notice required to be delivered to the Company shall be properly delivered if delivered to:
NovoCure Limited
20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355
Attention:         General Counsel
Telephone:       (212) 767-7530
(b) if to the Participant, to the address on file with the Employer.
 Any notice, demand or request, if made in accordance with this Section 10 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; or (iii) on
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the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.
11. No Right to Employment/Consultancy/Directorship . This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.
12. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.
13. Severability of Provisions . If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.
 
14. Governing Law . All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the Jersey Isles, without giving effect to its principles of conflict of laws.
15. Section 409A . The Stock Option is intended to be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided , that the Employer does not guarantee to the Participant any particular tax treatment of the Stock Option. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.
 16. Interpretation . Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be
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deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.
17. No Strict Construction . This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

 
 
NOVOCURE LIMITED
 
By: /s/ William F. Doyle
William F. Doyle
Executive Chairman of the Board of Directors

 

Signed as of [Acceptance Date].

 	 	 	
PARTICIPANT	
 	 	
By:	 	[Electronic Signature]	
Name:	 	 [Participant Name]	

6

 
Exhibit 31.1
CERTIFICATIONS
 
I, Asaf Danziger, certify that:
 
 	1.	I have reviewed this Quarterly Report on Form 10-Q of NovoCure Limited;	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
 	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:	
 
 	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.	
 
 	5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	
 
 	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
 
 	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.	

Date:  May 2, 2019
 	
/s/ Asaf Danziger	
Asaf Danziger	
Chief Executive Officer and Director	

 
Exhibit 31.2
CERTIFICATIONS
 
I, Wilco Groenhuysen, certify that:
 
 	1.	I have reviewed this Quarterly Report on Form 10-Q of NovoCure Limited;	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
 	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:	
 
 	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.	
 
 	5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	
 
 	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
 
 	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.	

Date:  May 2, 2019
 	
/s/ Wilco Groenhuysen	
Wilco Groenhuysen	
Chief Financial Officer	
(Principal Accounting and Financial Officer)	

 
Exhibit 32.1
NOVOCURE LIMITED
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NovoCure Limited (the "Company") on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Asaf Danziger, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.	

/s/ Asaf Danziger	
Asaf Danziger	
Chief Executive Officer	
(Principal Executive Officer)	
 
Date:  May 2, 2019
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NovoCure Limited under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2
NOVOCURE LIMITED
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NovoCure Limited (the "Company") on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wilco Groenhuysen, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.	

/s/ Wilco Groenhuysen	
Wilco Groenhuysen	
Chief Financial Officer	
(Principal Financial and Accounting Officer)	
 
Date:  May 2, 2019
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NovoCure Limited under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.