Table of Contents
As filed with the Securities and Exchange Commission on September 21, 2015
Registration No. 333-206681

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT 
UNDER
THE SECURITIES ACT OF 1933

NovoCure Limited
(Exact name of registrant as specified in its charter)

Jersey (Channel Islands)	 	3841	 	Not Applicable	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer Identification
Number)	
NovoCure Limited
Le Masurier House
La Rue Le Masurier
St. Helier, Jersey JE2 4YE
+44 (0)15 3475 6700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wilhelmus Groenhuysen
Chief Financial Officer
NovoCure Limited
c/o Novocure Inc.
20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355
(212) 767-7530
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 
					
	 	Copies to:	 		
Julie M. Allen, Esq.
Reid Arstark, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036	 	Todd Longsworth, Esq.
NovoCure Limited
c/o Novocure Inc.
20 Valley Stream Pkwy
Suite 300
Malvern, PA 19355	 	Richard D. Truesdell, Jr., Esq.
Byron Rooney, Esq.
Davis Polk & Wardwell LLP
450 Lexington Ave
New York, NY 10017	
(212) 969-3000	 	(212) 767-7530	 	(212) 450-4000	

 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨ 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨ 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨ 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨ 	  	Accelerated filer   ¨ 	  	Non-accelerated filer   x 	  	Smaller reporting company   ¨ 	
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

 	
Title of each class of securities to be registered	 	Amount to be
registered(1)	 	Proposed maximum
offering price per
share(2)	 	Proposed maximum
aggregate offering
price(2)	 	Amount of
registration fee(2)(3)	
Ordinary shares, no par value	 	14,375,000	 	$29.00	 	$416,875,000	 	$48,440.88	

 
(1)	 	Includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option.	
 
(2)	 	Calculated pursuant to Rule 457(a) under the Securities Act.	
 
(3)	 	A registration fee of $34,860 was previously paid.	

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents
The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling shareholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted.
 
Subject to completion, dated September 21, 2015
Preliminary prospectus
12,500,000 shares

Ordinary shares
We are offering 7,500,000 ordinary shares and the selling shareholders are offering 5,000,000 ordinary shares to be sold in this offering. We will not receive any proceeds from the sale of shares by the selling shareholders. This is our initial public offering of ordinary shares.
Prior to this offering, there has been no public market for our ordinary shares. The estimated initial public offering price is between $26.00 and $29.00 per share. We have applied to list our ordinary shares on the NASDAQ Global Select Market under the symbol “NVCR . ”
We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our ordinary shares involves a high degree of risk. These risks are described under the caption “ Risk factors ” that begins on page 11 of this prospectus.

   	  	Per share	 	  	Total	 	
			
Initial public offering price	  	$	            	  	  	$	                        	  	
			
Underwriting discount(1)	  	$	 	  	  	$	 	  	
			
Proceeds to us, before expenses	  	$	 	  	  	$	 	  	
			
Proceeds to the selling shareholders	  	$	 	  	  	$	 	  	
 
(1)	 	We have also agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting” for a description of all compensation payable to the underwriters.	
The selling shareholders have granted the underwriters an option for a period of 30 days to purchase up to 1,875,000 additional shares on the same terms and conditions set forth above to cover over-allotments, if any.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares to investors on                     , 2015.

J.P. Morgan	 	Deutsche Bank Securities	 	Evercore ISI	
	
Wells Fargo Securities	

JMP Securities    	 	    Wedbush PacGrow	
Prospectus dated                     , 2015

Table of Contents

 

Table of Contents
 Table of contents

 	  	Page	 	
		
Summary	  	 	1	  	
		
Risk factors	  	 	11	  	
		
Cautionary note regarding forward-looking statements	  	 	49	  	
		
Use of proceeds	  	 	50	  	
		
Dividend policy	  	 	51	  	
		
Capitalization	  	 	52	  	
		
Dilution	  	 	53	  	
		
Selected consolidated financial data	  	 	55	  	
		
Management’s discussion and analysis of financial condition and results of operations	  	 	57	  	
		
Our business	  	 	72	  	
		
Management	  	 	109	  	
		
Executive compensation	  	 	117	  	
		
Certain relationships and related-party transactions	  	 	149	  	
		
Principal and selling shareholders	  	 	151	  	
		
Description of share capital	  	 	157	  	
		
Shares eligible for future sale	  	 	169	  	
		
Tax considerations	  	 	172	  	
		
Underwriting	  	 	179	  	
		
Legal matters	  	 	192	  	
		
Experts	  	 	192	  	
		
Where you can get more information	  	 	192	  	
		
Index to consolidated financial statements	  	 	F-1	  	
 
i

Table of Contents
About this prospectus
Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with any information other than information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is an offer to sell only the ordinary shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate only as of the date hereof. Our business, prospects, financial condition and results of operations may have changed since that date. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus outside the United States.
The terms “NovoCure,” “the Company,” “we,” “us,” “our” and “our company,” as used in this prospectus, refer to NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands, and its wholly owned subsidiaries.
All ordinary share amounts in this prospectus reflect a 5.913-for-1 stock split effected on September 16, 2015.
This prospectus includes trademarks of NovoCure and other persons. All trademarks or trade names referred to in this prospectus are the property of their respective owners.
References in this prospectus to “regulatory approvals” should be understood to include U.S. Food and Drug Administration, or FDA, approvals, as well as CE Certificates of Conformity issued by notified bodies in the European Union and approvals by the applicable regulatory authorities in Japan and other relevant jurisdictions. References in this prospectus to “regulatory authorities” should be understood to include the FDA, such notified bodies in the European Union and regulatory authorities in Japan and other relevant jurisdictions.
A copy of this document has been delivered to the registrar of companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and it has given, and has not withdrawn, its consent to circulation thereof. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the ordinary shares. It must be distinctly understood that, in giving these consents, neither the registrar of companies in Jersey nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of our company or for the correctness of any statements made, or opinions expressed, with regard to it.
Nothing in this document or anything communicated to holders or potential holders of ordinary shares is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for ordinary shares or the exercise of any rights attached thereto for the purposes of the Financial Services (Jersey) Law, 1998, as amended. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor.
The directors of our company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in this prospectus, whether of facts or of opinion. All the directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.
 
ii

Table of Contents
 Summary
This summary highlights information contained elsewhere in this prospectus and does not contain all the information that you should consider before investing in our ordinary shares. See “Our business” for more information, including a “Glossary of terms” and “Summary of completed and existing clinical trials and registry data” beginning on page 103. You should carefully read the entire prospectus, including our financial statements and related notes included in this prospectus and the information set forth under the headings “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations,” before making an investment decision. In this prospectus, unless the context otherwise requires, the terms “NovoCure,” “we,” “us,” “our” and “our company” refer to NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands, and its wholly owned subsidiaries.
Our company
We are a commercial-stage oncology company developing a novel, proprietary therapy called Tumor Treating Fields, or TTFields, for the treatment of solid tumor cancers. TTFields is a low-toxicity anti-mitotic treatment that uses low-intensity, intermediate frequency, alternating electric fields to exert physical forces on key molecules inside cancer cells, disrupting the basic machinery necessary for normal cell division, leading to cancer cell death. Physicians have typically treated patients with solid tumors using one or a combination of three principal treatment modalities—surgery, radiation and pharmacological therapies. Despite meaningful advancements in each of these modalities, a significant unmet need to improve survival and quality of life remains. We believe we will establish TTFields as a new treatment modality for a variety of solid tumors that increases survival without significantly increasing side effects when used in combination with other cancer treatment modalities.
We received FDA approval for Optune, our first TTFields delivery system, in 2011 for use as a monotherapy treatment for adult patients with glioblastoma brain cancer, or GBM, following confirmed recurrence after chemotherapy. We have built a commercial organization and launched Optune in the United States, Germany, Switzerland and Japan, which we refer to as our currently active markets. In November 2014, our Phase 3 pivotal trial of Optune in combination with chemotherapy for patients with newly diagnosed GBM met its endpoints and was halted after a protocol pre-specified interim analysis showed significant improvements in both progression free and overall survival. In April 2015, we filed a premarket approval, or PMA, supplement application with the FDA for the treatment of newly diagnosed GBM based on our Phase 3 data and our application was granted priority review status. Upon FDA approval of Optune for newly diagnosed GBM, we believe TTFields will transform the standard of care for patients with newly diagnosed and recurrent GBM.
We have researched the biological effects of TTFields extensively. Because TTFields are delivered regionally, act only on mitotic cells and are tuned to target cancer cells of a specific size, there is minimal damage to healthy cells. We believe our pre-clinical and clinical research demonstrates that TTFields’ mechanism of action affects fundamental aspects of cell division and can have broad applicability across a variety of solid tumors. In addition to our clinical and commercial progress in GBM, we are currently planning or conducting clinical trials evaluating the use of TTFields in brain metastases, advanced non-small cell lung cancer, or NSCLC, pancreatic cancer, ovarian cancer and mesothelioma.
We own all commercialization rights to TTFields in oncology, and have a patent and intellectual property portfolio that, as of June 30, 2015, consists of a total of 52 issued patents, including 36 issued in the United States,
as well as over 30 additional patent applications on file. We believe we will maintain exclusive rights to market TTFields for all solid tumor indications in our key markets through the life of our patents.

1

Table of Contents
To date, substantially all of our revenues have been derived from patients using Optune in our currently active markets. Our net revenues for the year ended December 31, 2014 were $15.5 million and $11.8 million for the six months ended June 30, 2015. However, we have incurred significant costs in connection with our pre-clinical and clinical trial programs, commercial launch efforts and general and administrative costs. We had net losses of $77.4 million for the year ended December 31, 2013, $80.7 million for the year ended December 31, 2014 and $52.6 million for the six months ended June 30, 2015, and we have an accumulated deficit of $329.1 million as of June 30, 2015. We expect to continue to incur significant expenses and operating losses for at least the next several years.
GBM—our first approved and commercialized indication
GBM is the most common and aggressive form of primary brain cancer. We estimate approximately 27,500 patients are diagnosed with GBM annually in the United States, the top five European Union markets and Japan. GBM has few effective treatment options at present and provides our first opportunity to transform the standard of care for a solid tumor cancer to include TTFields.
We launched Optune in the United States for the treatment of recurrent GBM in 2011 and more recently in our other currently active markets. Since the majority of recurrent GBM patients are treated at large cancer centers, we built a commercial organization to focus primarily on these centers. As of the date of this prospectus, we have trained physicians in over 270 clinical centers. These trained physicians have treated over 1,600 GBM patients using Optune. 
We initiated our EF-14 Phase 3 pivotal trial in 2009 to establish TTFields for the treatment of newly diagnosed GBM. The EF-14 trial randomized 700 patients to receive either temozolomide, the established standard of care chemotherapy for newly diagnosed GBM, or TTFields in combination with temozolomide. In November 2014, a protocol pre-specified interim analysis of the first 315 patients demonstrated the trial met its powered endpoints of significant extension of both progression free survival, or PFS, and overall survival, or OS, in patients treated with TTFields in combination with temozolomide versus temozolomide alone. The interim analysis results demonstrated that:
 
•	 	the two-year survival rate among patients treated with TTFields in combination with temozolomide, in the as-treated population, was 48% compared to 32% among patients treated with temozolomide alone (p=0.0058);	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the intent-to-treat population, demonstrated a statistically significant increase in PFS compared to temozolomide alone (median PFS of 7.2 months compared to 4.0 months, hazard ratio=0.62, p=0.001); and	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the as-treated population, demonstrated a statistically significant increase in OS compared to temozolomide alone (median OS of 20.5 months compared to 15.6 months, hazard ratio=0.66, p=0.004).	
The trial’s independent data monitoring committee recommended that patients receiving temozolomide alone be allowed to cross over immediately to receive TTFields. Following FDA approval of this recommendation in December 2014, we allowed patients receiving temozolomide alone to cross over. We submitted a PMA supplement application to the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM. In May 2015, we received priority review status from the FDA. We believe that following FDA approval of Optune for newly diagnosed GBM, Optune in combination with temozolomide will transform the standard of care for the treatment of patients with newly diagnosed GBM.

2

Table of Contents
Our clinical pipeline
We have performed extensive pre-clinical research on TTFields and their effects in multiple solid tumor cancers. We have gained a deep understanding of the underlying mechanism of action and the multiple pathways through which TTFields exert their effects within the dividing cancer cells. Our research shows that TTFields have an anti-mitotic effect in over 15 different solid tumor types in culture and in multiple in vivo tumor models. In vitro and in vivo studies combining TTFields with radiation or chemotherapy, in multiple tumor types, have demonstrated at least additive efficacy, or stronger efficacy than the effect of either treatment alone, and in some cases synergistic efficacy, or stronger efficacy than the sum of the effects of both treatments. An increase in cancer cell sensitivity to chemotherapy when used in combination with TTFields in the range of one to two orders of magnitude suggests additivity, while an increase in the range of three to four orders of magnitude suggests synergism. Certain in vitro experiments using TTFields have suggested both additivity and synergism when used in combination with chemotherapy, as the presence of TTFields was shown to increase cancer cell sensitivity to chemotherapy from approximately 275 times to over 1,250 times depending on the mechanism of action of the particular chemotherapy. The upper end of this range was observed in testing with taxane-based chemotherapies.
We believe our success in delaying disease progression and extending survival in GBM patients, our pre-clinical data and our early clinical data in additional indications validate the potential of TTFields to become a new therapeutic modality for a variety of solid tumors. We have developed a pipeline strategy to advance TTFields through Phase 2 pilot and Phase 3 pivotal clinical trials across multiple solid tumor types, and anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields for additional solid tumor indications.

Our competitive advantages
We believe our key competitive advantages are:
 
•	 	Significant market potential addressable via a broadly applicable mechanism of action .     Based on our pre-clinical research and clinical experience to date, we believe the anti-mitotic mechanism of action of TTFields is broadly applicable to a variety of solid tumors with an annual incidence of approximately 1.1 million people in the United States alone. Currently, we have ongoing and completed clinical trials for indications with an incidence of approximately 350,000 people annually in the United States. We believe that the global incident population of target solid tumors provides us with significant additional commercial opportunities.	

3

Table of Contents

•	 	Immediate commercial opportunity for Optune in GBM .    We are currently marketing Optune for the treatment of recurrent GBM in the United States and our other currently active markets. We have applied for FDA approval for the treatment of newly diagnosed GBM based on the results of our successful EF-14 Phase 3 clinical trial. Upon approval, we will begin marketing Optune as a treatment for newly diagnosed GBM, and we expect that Optune will transform the standard of care for the treatment of patients with newly diagnosed GBM.	
 
•	 	Pipeline of Phase 2 trials in five additional indications .    In addition to our GBM clinical programs, we have invested in a variety of clinical programs in other solid tumors. We have completed a Phase 2 trial in NSCLC, and are currently enrolling patients in Phase 2 trials for brain metastases, pancreatic cancer, ovarian cancer and mesothelioma. We expect to continue investing in our pipeline over time to broaden our commercial opportunity.	
 
•	 	Established commercial organization and supply chain .    We have established our commercial organization and believe we have the experience, expertise and infrastructure to scale our sales and marketing efforts in our key markets. In addition to our commercial organization, we have established a scalable supply chain.	
 
•	 	Significant barriers to entry .     We own all commercialization rights to TTFields in oncology and have a patent and intellectual property portfolio that, as of June 30, 2015, consists of a total of 52 issued patents, including 36 issued in the United States, as well as over 30 additional patent applications on file. We have patent protection through 2031 in the United States and through 2026 in other key markets. We believe we will maintain exclusive rights to market TTFields for all solid tumor indications in our key markets for the life of our patents. In addition, even after the expiration of our U.S. patents, potential market entrants applying low-intensity, alternating electric fields to solid tumors in the United States will have to undertake their own clinical trials and PMA submissions to the FDA to demonstrate equivalence to TTFields to market a competing product.	
Our strategies for growth
Our objective is to establish TTFields as a new modality for the treatment of a variety of solid tumors. Our key strategies include the following:
 
•	 	Drive adoption of Optune in GBM .     We plan to use the data from our pivotal EF-14 Phase 3 clinical trial and our commercial organization to transform the standard of care for patients with newly diagnosed and recurrent GBM and to drive adoption of Optune by physicians and patients.	
 
•	 	Expand our commercial organization .     We plan to expand our direct sales force to call on physicians who treat newly diagnosed GBM patients. We expect to further expand our commercial organization following regulatory approvals for additional indications.	
 
•	 	Advance clinical development of TTFields .     We plan to advance our clinical pipeline and evaluate other solid tumor indications that we believe can be targeted with TTFields.	
 
•	 	Evaluate the use of TTFields in combination with other solid tumor therapies .    We are supporting independent research into the optimal combinations of TTFields with radiation or pharmacological therapies to expand the population of patients who may benefit from TTFields. For example, we believe that TTFields may be combined with radiation or chemotherapy to allow for dose reductions, leading to reduced toxicity while achieving the same or better treatment outcomes.	

4

Table of Contents

•	 	Continue to improve our TTFields delivery systems .    We plan to continue to develop and enhance our TTFields delivery systems to improve performance and to provide the optimal patient experience across a variety of approved and potential clinical indications. We intend to seek FDA approval for the second generation of Optune, which is less than half the weight and size of the current version.	
Risk factors
Our business is subject to numerous risks as discussed more fully in the section entitled “Risk factors” immediately following this prospectus summary. Principal risks of our business include:
 
•	 	Our business and prospects depend heavily on Optune, which is currently FDA-approved only for recurrent GBM. If we are unable to increase sales of Optune, obtain regulatory approvals for and commercialize Optune or our other delivery system candidates for the treatment of additional indications or significantly delayed or limited in doing so, our business and prospects will be materially harmed.	
 
•	 	To date, we have incurred substantial operating losses.	
 
•	 	If we do not achieve our projected research and development and commercialization goals, including FDA approval of Optune for newly diagnosed GBM, in the timeframes we announce or expect, our business would be harmed and we may need to raise additional capital to fund our operations.	
 
•	 	We may not be successful in achieving market acceptance of TTFields by healthcare professionals, patients and/or third-party payers in the timeframes we anticipate, or at all, which could have a material adverse effect on our business, prospects, financial condition and results of operations.	
 
•	 	Failure to secure and maintain adequate coverage and reimbursement from third-party payers could adversely affect acceptance of our delivery systems and reduce our revenues.	
 
•	 	We depend on single-source suppliers for some of our components. The loss of these suppliers could prevent or delay shipments of Optune, delay our clinical trials or otherwise adversely affect our business.	
 
•	 	If we encounter difficulties enrolling patients in our clinical trials, our clinical trials could be delayed or otherwise adversely affected.	
 
•	 	We are subject to extensive federal, state and foreign laws and regulations in the conduct of our business.	
 
•	 	If we are unable to protect our proprietary technology, trade secrets or know-how, we may not be able to operate our business profitably. Similarly, if we fail to sustain, further build and enforce our intellectual property rights, competitors may be able to develop competing therapies.	
Implications of being an emerging growth company
We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an emerging growth company, we may take advantage of reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
 
•	 	only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s discussion and analysis of financial condition and results of operations” disclosure;	
 
•	 	reduced disclosure about our executive compensation arrangements;	

5

Table of Contents

•	 	no non-binding advisory votes on executive compensation or golden parachute arrangements; and	
 
•	 	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.	
We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of these reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. We have irrevocably elected to “opt out” of the exemption for the delayed adoption of certain accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Corporate information
We were incorporated under the laws of Jersey, Channel Islands, in 2000. Our registered office address is located at Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2 4YE, and our telephone number is +44 (0)15 3475 6700. Our agent for service of process in the United States is NovoCure Limited, c/o Novocure Inc., located at 20 Valley Stream Pkwy, Suite 300, Malvern, PA 19355 and our telephone number is 212-767-7530. Our register of members is kept at our registered office address at Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2 4YE. Our website address is www.novocure.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus, nor should you rely on any such information in making your decision whether to purchase our ordinary shares.

6

Table of Contents
The offering
 
Ordinary shares offered by us	7,500,000 ordinary shares.	
 
Ordinary shares offered by the selling shareholders	5,000,000 ordinary shares.	
 
Ordinary shares outstanding immediately after this offering	82,676,810 ordinary shares.	
 
Proposed NASDAQ symbol	NVCR.	
 
Over-allotment option	The selling shareholders have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to 1,875,000 additional ordinary shares to cover over-allotments, if any.	
 
Use of proceeds	We estimate that we will receive net proceeds of approximately $188.9 million from this offering after deducting the underwriting discounts, commissions and estimated offering expenses payable by us and assuming an initial public offering price of $27.50 per share, the mid-point of the range of the initial public offering price shown on the front cover of this prospectus. We plan to use the net proceeds we receive from this offering for working capital and general corporate purposes, including clinical trials and research and development and continued commercialization of Optune and our future delivery systems. In addition, we are required to make a $1.0 million payment to the Technion Research and Development Foundation and the Technion—Israel Institute of Technology, which we refer to collectively as the Technion, with the net proceeds of this offering. See “Use of proceeds” and “Our business—Intellectual property.”	
 
 	We will not receive any proceeds from the sale of shares by the selling shareholders.	
 
Dividend policy	We do not intend to pay dividends on our ordinary shares. We plan to retain our available cash and any future earnings for use in the operation of our business and to fund future growth.	
Unless we specifically state otherwise, the information in this prospectus assumes:
 
•	 	the conversion of all our outstanding preferred shares in connection with the consummation of this offering after giving effect to a 5.913-for-1 stock split effected on September 16, 2015;	
 
•	 	that we will amend and restate our current memorandum and articles of association, and that such amendment and restatement will be effective upon consummation of this offering; and	
 
•	 	an initial public offering price of $27.50 per share, the mid-point of the price range set forth in the cover of this prospectus.	

7

Table of Contents
Unless we specifically state otherwise, the information in this prospectus does not take into account:
 
•	 	10,054,321 ordinary shares issuable upon the exercise of outstanding options as of June 30, 2015, at a weighted average exercise price of $5.39 per share (including the option to acquire 1,005,210 ordinary shares held by the Technion Research and Development Foundation);	
 
•	 	921,488 ordinary shares issuable upon the exercise of options granted conditioned upon the consummation of this offering at an exercise price equal to the price per share to the public in this offering;	
 
•	 	4,635,317 ordinary shares issuable upon the exercise of outstanding warrants as of June 30, 2015, at a weighted average exercise price of $6.75 per share; or	
 
•	 	11,978,512 ordinary shares reserved for future issuance under our 2015 Omnibus Incentive Plan.	

8

Table of Contents
Summary consolidated financial and operating data
We present below our summary consolidated financial and operating data for the periods and as of the dates indicated. The following summary consolidated statement of operations data for the years ended December 31, 2013 and 2014 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statement of operations data for the six months ended June 30, 2014 and 2015, and the summary consolidated balance sheet data as of June 30, 2015, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, the unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. Results for interim periods are not necessarily indicative of results that may be expected for a full fiscal year. Historical results are not necessarily indicative of the results expected in the future.
The summary consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and “Management’s discussion and analysis of financial condition and results of operations” included elsewhere in this prospectus.

   	  	Year ended December 31,	 	 	Six months ended June 30,	 	
(in thousands except share and per share data)	  	2013	 	 	2014	 	 	2014	 	 	2015	 	
		
Consolidated statement of operations data	  				
Net revenues	  	$	10,359	  	 	$	15,490	  	 	$	7,315	  	 	$	11,751	  	
Cost of revenues	  	 	7,013	  	 	 	10,036	  	 	 	4,820	  	 	 	8,647	  	
	  	 	 	 	
Gross profit	  	 	3,346	  	 	 	5,454	  	 	 	2,495	  	 	 	3,104	  	

Operating costs and expenses:	  				 				 				 				
Research, development and clinical trials	  	 	34,797	  	 	 	40,381	  	 	 	19,915	  	 	 	22,692	  	
Sales and marketing	  	 	16,406	  	 	 	21,177	  	 	 	11,055	  	 	 	15,221	  	
General and administrative	  	 	16,602	  	 	 	24,052	  	 	 	10,767	  	 	 	14,343	  	
	  	 	 	 	
Total operating costs and expenses	  	 	67,805	  	 	 	85,610	  	 	 	41,737	  	 	 	52,256	  	
	  	 	 	 	
Operating loss	  	 	(64,459	) 	 	 	(80,156	) 	 	 	(39,242	) 	 	 	(49,152	) 	
Financial expenses, net	  	 	12,558	  	 	 	144	  	 	 	38	  	 	 	1,467	  	
	  	 	 	 	
Loss before income taxes	  	 	(77,017	) 	 	 	(80,300	) 	 	 	(39,280	) 	 	 	(50,619	) 	
Income taxes	  	 	353	  	 	 	382	  	 	 	166	  	 	 	2,011	  	
	  	 	 	 	
Net loss	  	$	(77,370	) 	 	$	(80,682	) 	 	$	(39,446	) 	 	$	(52,630	) 	
	  	 	 	 	
Basic and diluted net loss per ordinary share	  	$	(6.73	) 	 	$	(6.46	) 	 	$	(3.21	) 	 	$	(4.12	) 	
Weighted average number of ordinary shares used in computing basic and diluted net loss per share	  	 	11,498,392	  	 	 	12,490,017	  	 	 	12,269,507	  	 	 	12,783,881	  	
	  	 	 	 	
Basic and diluted pro forma net loss per ordinary share(1)	  				 	$	(1.13	)  	 				 	$	(0.73	) 	
Weighted average number of ordinary shares used in computing basic and diluted pro forma net loss per ordinary share(1)	  				 	 	71,166,032	  	 				 	 	72,137,939	  	

 
9

Table of Contents

June 30, 2015
 
(in thousands)	  	Actual	 	  	Pro forma
 
as adjusted(1)(2)	 	
		
Consolidated balance sheet data:	  				
Cash and cash equivalents	  	$	106,508	  	  	$	294,655	  	
Short-term investments	  	 	56,996	  	  	 	56,996	  	
Total assets	  	 	192,770	  	  	 	380,123	  	
Working capital	  	 	158,677	  	  	 	348,278	  	
Total liabilities	  	 	48,463	  	  	 	47,009	  	
Total shareholders’ equity	  	$	144,307	  	  	$	333,114	  	

(1)	 	Pro forma for the conversion of all our outstanding preferred shares into ordinary shares in connection with the consummation of this offering (see Note 13a to the consolidated financial statements) after giving effect to a 5.913-for-1 stock split effected on September 16, 2015. Does not include 7,500,000 ordinary shares to be sold by us in this offering.	
 
(2)	 	Pro forma as adjusted balances reflect the sale by us of 7,500,000 ordinary shares in this offering and our receipt of the estimated net proceeds from that sale, based on an assumed public offering price of $27.50 per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts, commissions, estimated offering expenses payable by us and a $1.0 million payment to the Technion. A $1.00 increase (decrease) in the assumed initial public offering price of $27.50 per share would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total assets, working capital and total stockholders’ equity by approximately $7.0 million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts, commissions and estimated offering expenses payable by us.	
The following table includes certain commercial patient operating statistics for and as of the end of the periods presented.

Operating statistics	  	Year ended
December 31,	 	  	Six months
ended June 30,	 	
   	  	2013	 	  	2014	 	  	2014	 	  	2015	 	
Prescriptions received in period(1)	  	 	510	  	  	 	707	  	  	 	298	  	  	 	865	  	
Active patients at period end(2)	  	 	184	  	  	 	225	  	  	 	172	  	  	 	425	  	

(1)	 	A “prescription received” is a commercial order for Optune that is received from a physician certified to treat patients with TTFields therapy for a patient not previously on TTFields therapy. Orders to renew or extend treatment are not included in this total. In the future, we may have regulatory approvals and commercial programs for multiple clinical indications, at which time we will recognize a commercial order as a prescription for the same patient for each clinical indication treated. For example, in the future, a patient may have a prescription for the treatment of lung cancer and a prescription for the treatment of brain metastases from the lung cancer.	
 
(2)	 	An “active patient” is a patient who is on TTFields therapy 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.	

10

Table of Contents
 Risk factors
An investment in our ordinary shares involves a high degree of risk. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before you decide to buy our ordinary shares. Any of the following risks could have a material adverse effect on our business, prospects, financial condition and results of operations. In any such case, the trading price of our ordinary shares could decline, and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes.
Risks relating to our business, TTFields and our delivery systems
Our business and prospects depend heavily on Optune, which is currently FDA-approved only for recurrent GBM. If we are unable to increase sales of Optune, obtain regulatory approvals for and commercialize Optune or our other delivery system candidates for the treatment of additional indications or are significantly delayed or limited in doing so, our business and prospects will be materially harmed.
Although we have received the FDA and Japanese Ministry of Health, Labour and Welfare regulatory approvals for Optune for treatment of adult patients with recurrent GBM and have affixed a CE mark to our TTFields delivery systems for certain indications in the European Union, such approvals and the CE mark affixed to our delivery systems do not guarantee future revenues for these indications, and until we receive FDA approval for the use of Optune for newly diagnosed GBM and TTFields delivery systems for other indications, almost all of our revenues in the United States will derive from sales of Optune for recurrent GBM. The commercial success of Optune and any other delivery systems and our ability to generate and maintain revenues from the use of these delivery systems will depend on a number of factors, including:
 
•	 	our ability to develop, obtain regulatory approval for and commercialize Optune and our other TTFields delivery system candidates for additional indications, including newly diagnosed GBM;	
 
•	 	our ability to successfully commercialize Optune and our other delivery system candidates for approved indications in our key markets;	
 
•	 	the acceptance of TTFields by patients and the healthcare community, including physicians and third-party payers (both private and public), as therapeutically effective and safe relative to the cost and safety of alternative therapies;	
 
•	 	the ability to obtain and maintain sufficient coverage or reimbursement by private and public third-party payers;	
 
•	 	the ability of our third-party manufacturers to manufacture Optune and other delivery systems in sufficient quantities with acceptable quality;	
 
•	 	our ability to provide marketing and distribution support for Optune and our other delivery system candidates;	
 
•	 	results of future clinical studies relating to TTFields or our competitors’ products;	
 
•	 	the label and promotional claims allowed by the FDA and by the applicable rules on the promotion of medical devices in other foreign jurisdictions, such as in the EU member states;	
 
•	 	the maintenance of our existing regulatory approvals in the United States, the European Union, Switzerland and Japan; and	
 
11

Table of Contents

•	 	the consequences of any reportable adverse events occurring in the United States, the European Union or other foreign jurisdictions.	
In addition, sales of Optune are limited to approved indications, which vary by geography, and the FDA label for Optune is limited in certain respects (for example, it is not approved for use in the brain stem, and is limited for use by adults ages 22 and older). Optune is also less efficacious in the cerebellum, which may reduce the number of GBM patients to whom it may be prescribed.
Our ability to generate future revenues will depend on achieving regulatory approval of, and eventual commercialization of, our most advanced delivery system candidates. However, obtaining regulatory approval of our delivery systems is not guaranteed. For example, although we expect to receive FDA approval of Optune for newly diagnosed GBM, we cannot assure you that we will receive such approval in a timely manner, or at all. Our near-term prospects are substantially dependent on our ability to obtain regulatory approvals on the timetable we have anticipated, and thereafter to further successfully commercialize our delivery systems. If we are not able to receive such approvals or to further commercialize our delivery systems, or are significantly delayed or limited in doing so, our business and prospects will be materially harmed and we may need to delay our initiatives or even significantly curtail operations.
To date, we have incurred substantial operating losses.
We were founded in 2000, operated as a development stage company through December 31, 2011 and have incurred substantial operating losses to date. In assessing our prospects, you must consider the risks and difficulties frequently encountered by companies in new and rapidly evolving markets, particularly companies engaged in the development and sales of oncology products. These risks include our ability to:
 
•	 	continue to develop and enhance Optune and our delivery system candidates;	
 
•	 	obtain regulatory clearance to commercialize new delivery systems and enhance or modify our existing delivery systems;	
 
•	 	increase our sales, marketing and distribution organization to commercialize our delivery systems;	
 
•	 	perform clinical research and trials on TTFields;	
 
•	 	establish and increase awareness and acceptance of our delivery systems;	
 
•	 	implement and successfully execute our business and marketing strategy;	
 
•	 	respond effectively to competitive pressures and developments;	
 
•	 	maintain, protect and expand our intellectual property portfolio;	
 
•	 	expand our presence and commence operations in our key markets;	
 
•	 	attract, retain and motivate qualified personnel; and	
 
•	 	grow our organization to support our operations as a public company and our clinical pipeline and planned commercialization efforts.	
We anticipate incurring significant costs associated with commercializing our delivery systems for approved indications. Our expenses could increase beyond expectations if we are required by the FDA, or other regulatory agencies, domestic or foreign, to change manufacturing processes for our delivery systems, or to perform clinical, nonclinical or other types of studies in addition to those that we currently anticipate. Our revenues are dependent, in part, upon the size of the markets in the jurisdictions in which we receive regulatory approval,
 
12

Table of Contents
the accepted price for our delivery systems and the ability to obtain reimbursement at such price. If the number of our addressable patients is not as significant as we estimate, the indications approved by regulatory authorities is narrower than we expect or the population for treatment is narrowed by competition, physician choice or treatment guidelines, we may not generate significant revenues. If we are not able to generate significant revenues, we may never become profitable.
We can also be negatively affected by general economic conditions. We may not have insight into trends that could emerge and negatively affect our business. As a result of these or other risks, our business strategy might not be successful.
If we do not achieve our projected research and development and commercialization goals, including FDA approval of Optune for newly diagnosed GBM, in the timeframes we announce or expect, our business would be harmed and we may need to raise additional capital to fund our operations.
For planning purposes, we estimate the timing of the accomplishment of various scientific, clinical, regulatory and other goals, which we sometimes refer to as milestones. These milestones may include the commencement or completion of scientific studies and clinical trials, the submission of regulatory filings in the United States and other foreign jurisdictions and the receipt of regulatory approvals in such jurisdictions. From time to time, we may publicly announce the expected timing of some of these milestones. All of these milestones are based on a variety of assumptions. The actual timing of the achievement of these milestones can vary dramatically from our estimates, in many cases for reasons beyond our control, depending on numerous factors, including:
 
•	 	the rate of progress, costs and results of our research and development activities and clinical trials;	
 
•	 	our ability to identify and enroll patients who meet clinical trial eligibility criteria;	
 
•	 	the extent of scheduling conflicts with participating clinicians and clinical institutions;	
 
•	 	the occurrence of unanticipated adverse events during clinical trials;	
 
•	 	the receipt of approvals by our competitors and by us of our delivery systems and our competitors’ products;	
 
•	 	our ability to achieve coverage and reimbursement milestones with private and governmental third-party payers;	
 
•	 	our ability to access sufficient, reliable and cost-effective supplies of components used in the manufacture of our delivery systems and delivery system candidates, including the transducer arrays and other materials;	
 
•	 	our ability to develop a sales and marketing organization and/or enter into sales and marketing collaborations for Optune and, if approved, our delivery system candidates; and	
 
•	 	other actions by regulators.	
For example, our key milestones include our expected FDA approval of Optune for newly diagnosed GBM and FDA approval of our second-generation Optune delivery system for GBM, as well as other clinical development milestones for other indications described in this prospectus. We can provide no assurance that we will achieve these milestones on our expected timetable, or at all.
If we do not achieve these milestones in the timeframes we expect, and/or if we are unable to obtain sufficient additional funds through financings, including sales of securities such as those in this offering, the proceeds from long-term loans, strategic collaborations or the license or sale of certain of our assets on a timely basis when necessary, we may be required to reduce expenses by delaying, reducing or curtailing the development of our delivery systems and we may need to raise additional capital to fund our operations, which we may not be able to obtain on favorable terms, if at all. If we fail to commence or complete, or experience delays in or are forced to curtail, our proposed clinical programs or otherwise fail to adhere to our projected development goals
 
13

Table of Contents
in the timeframes we announce or expect (or within the timeframes expected by analysts or investors), or we fail to raise any required additional capital, any of such events could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
We may not be successful in our efforts to create a pipeline of delivery system candidates for future indications for TTFields and successfully commercialize them, or we may expend our resources on indications that do not yield a successful approval and fail to capitalize on other indications that may be more profitable or for which there is a greater likelihood of success.
We are pursuing clinical development of TTFields to treat a variety of solid tumors. For these future indications, we are at an early stage of development and we do not have approvals. Further, we do not intend to pursue indications involving solid tumors of the throat or extremities, and TTFields would not be efficacious for non-solid tumor cancers like lymphoma or other blood cancers.
Even if we are successful in continuing to build our pipeline, obtaining regulatory approvals and commercializing our delivery system candidates for additional indications are prone to risks of failure, including the significant risk that the development of our delivery system candidates for any potential indications will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval and become commercially viable. We cannot provide you any assurance that we will be able to advance any of these additional indications through the development and commercialization process. Our research programs may initially show promise in addressing additional indications, yet fail to yield approvals or commercialization for many reasons, including the following:
 
•	 	we may not be able to assemble sufficient resources to pursue clinical trials for additional indications;	
 
•	 	our delivery system candidates may not succeed in pre-clinical or clinical testing;	
 
•	 	our delivery systems may on further study be shown to have harmful side effects for other indications or other characteristics that indicate they are unlikely to be effective or otherwise do not meet applicable regulatory criteria for such indications;	
 
•	 	competitors may develop alternative treatments that render our delivery systems obsolete or less attractive;	
 
•	 	the market for TTFields may change so that the continued development of our pipeline as currently contemplated is no longer appropriate;	
 
•	 	our delivery systems may not be capable of being produced in commercial quantities at an acceptable cost, or at all; and	
 
•	 	our delivery systems may not be accepted as safe, effective, convenient or otherwise desirable by patients, the medical community or third-party payers.	
If any of these events occur, we may be forced to delay or abandon our development efforts for our anticipated pipeline, which would have a material adverse effect on our business and prospects and could potentially cause us to cease operations. Moreover, any such events in respect of any particular indication and/or delivery system candidate may have a negative effect on the approval process for other indications and/or result in losing approval of approved delivery systems for other indications, which may exacerbate the harm to our business and prospects.
We have limited experience in commercializing Optune and, to the extent we do not successfully develop this ability or contract with a third party to assist us, we may not be able to successfully commercialize our delivery systems that may be approved for commercial sale.
We currently have a small sales and marketing organization, and we may not be able to successfully develop adequate sales and marketing capabilities to achieve our growth objectives. The growth of our sales and
 
14

Table of Contents
marketing organization will require us to commit significant additional management and other resources. We will have to compete with other pharmaceutical and life sciences companies to recruit, hire, train and retain the sales and marketing personnel that we anticipate we will need. If we are unable to establish adequate sales and marketing capabilities, we will need to enter into sales and distribution agreements to market some or all of our delivery systems that may be approved for commercial sale. In addition, because Optune and future delivery systems require physician training and education, our sales and marketing organization must grow substantially as we expand our approved indications and markets. As a consequence, our expenses associated with building up and maintaining our sales force and marketing capabilities may be disproportionate to the revenues we may be able to generate on sales of Optune and other delivery systems.
If we are unable to establish adequate sales and marketing capabilities or successful distribution relationships, we may fail to realize the full sales potential of some or all of our delivery system candidates, and we may not be able to achieve the necessary growth in a cost-effective manner or realize a positive return on our investment. If we establish distribution agreements with other companies, we generally would not have control over the resources or degree of effort that any of these third parties may devote to our delivery systems, and if they fail to devote sufficient time and resources to the marketing of such delivery systems, or if their performance is substandard, it will adversely affect our revenues.
We may not be successful in achieving market acceptance of TTFields by healthcare professionals, patients and/or third-party payers in the timeframes we anticipate, or at all, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our business model is predicated on achieving market acceptance of TTFields as a monotherapy or in combination with well established cancer treatment modalities like surgery, radiation and chemotherapy. We may not achieve market acceptance of Optune and other TTFields delivery systems we develop in the amount of time that we have anticipated, or at all, for a number of different reasons. As a general matter, we may not achieve market acceptance of TTFields because of the following factors, among others:
 
•	 	it may be difficult to gain broad acceptance of TTFields because it is a new technology and involves a novel delivery system, and as such physicians may be reluctant to prescribe TTFields delivery systems without prior experience or additional data or training;	
 
•	 	it may be difficult to gain broad acceptance at community hospitals where the number of patients seeking cancer treatment may be more limited than at larger medical centers, and such community hospitals may not be willing to invest in the resources necessary for their physicians to become trained to use TTFields, which could lead to reluctance to prescribe our TTFields delivery systems;	
 
•	 	patients may be reluctant to elect to use our TTFields delivery systems, including Optune, for various reasons, including a perception that the treatment is untested;	
 
•	 	the delivery systems may have some side effects (for example, dermatitis where the transducer arrays are placed) and the delivery system cannot be worn in all circumstances (for example, it cannot get wet and is difficult to wear in high temperatures); and	
 
•	 	the price of the TTFields delivery systems includes a monthly fee for use of the delivery system (including the transducer arrays), so as the duration of the treatment course increases, the price will increase correspondingly, and, when used in combination with other treatments, the overall cost of treatment will be greater than using a single type of treatment.	
 
15

Table of Contents
In particular, Optune may not achieve market acceptance because of the following additional factors (which may apply to our future delivery systems, to varying degrees):
 
•	 	achieving patient acceptance is difficult because GBM is a devastating disease with a poor prognosis, and not all patients with short lifespans are willing to comply with Optune therapy requirements, such as extended use of Optune, carrying around a battery pack and shaving their heads (which may be of particular concern to women), and other patients may forego Optune treatment for cosmetic or mobility reasons;	
 
•	 	achieving patient compliance is difficult because the recommended average daily use of Optune is at least 18 hours a day, requiring patients to wear the delivery system nearly continuously, which to some extent restricts physical mobility because the battery must be frequently recharged, and the patient or a caregiver must ensure that it remains continuously operable;	
 
•	 	certain patients are not advised to use Optune, including: patients who have an active electronic medical device, which include deep brain stimulators, spinal cord stimulators, vagus nerve stimulators, pacemakers, defibrillators and programmable shunts, because the use of Optune with these devices has not been tested and may lead to malfunctioning of these devices; patients who have a skull defect, a shunt or bullet fragments because the use of Optune with these conditions has not been tested and may lead to tissue damage or render Optune ineffective; and patients who are sensitive to conductive hydrogels because skin contact with the gel used in Optune for patients that are sensitive to conductive hydrogels may commonly cause increased redness and itching, and in rare instances may lead to severe allergic reactions, such as shock or respiratory failure;	
 
•	 	the need to wear Optune nearly continuously in order to achieve efficacy of TTFields may also impact the pool of patients to whom physicians may be willing to prescribe treatment, as physicians may be reluctant to treat patients who are physically frail or lack caregiver support with Optune, and efficacy may also be limited in instances where patients take a break from the delivery system when experiencing skin rashes, while bathing or swimming because Optune cannot get wet, or while traveling because Optune batteries cannot be taken on airplanes, and although we ship batteries to patients, there is inevitably a disruption in continuous use; and	
 
•	 	side effects reported by GBM patients treated with a combination of TTFields and temozolomide, including dermatitis where the transducer arrays are placed, headaches, weakness, falls, fatigue, muscle twitching and skin ulcers (and there may be additional side effects not yet observed).	
In addition, even if we are successful in achieving market acceptance of Optune for GBM, we may be unsuccessful in achieving market acceptance of TTFields as a treatment for other solid tumor cancers, such as brain metastases, NSCLC, pancreatic cancer, ovarian cancer, mesothelioma and other solid tumor cancers, because certain radiation or chemotherapies may remain the preferred standard of care for these indications.
There may be other factors that are presently unknown to us that also may negatively impact our ability to achieve market acceptance of TTFields delivery systems. If we do not achieve market acceptance of our delivery systems in the timeframes we anticipate, or are unable to achieve market acceptance at all, our business, prospects, financial condition and results of operations could be materially adversely affected, and our stock price could decline.
Failure to secure and maintain adequate coverage and reimbursement from third-party payers could adversely affect acceptance of our delivery systems and reduce our revenues.
We expect that the vast majority of our revenues will come from third-party payers either directly to us in markets where we provide our delivery systems to patients or indirectly via payments made to hospitals or other entities providing our delivery systems to patients. Private payers in the United States cover a majority of
 
16

Table of Contents
the population, with the remainder covered by governmental payers or uninsured. In 2014, United Healthcare and Aetna represented 15% and 12%, respectively, of our net revenues. We anticipate that the majority of the third-party payers outside the United States will be government agencies, government sponsored entities or other payers operating under significant regulatory requirements from national or regional governments.
Medical treatments may not be reimbursed by third-party payers based on a number of factors, such as a determination that it is experimental, not medically necessary or not appropriate for a particular patient. Currently, we are aware that seven private payers in the United States have issued policies that deny coverage for Optune on one or more of these bases. Additionally, private commercial and government payers may be permitted to consider the cost of a treatment in approving coverage or in setting payment for the treatment.
Private and government payers in the United States and around the world are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of U.S. federal and state governments and governments around the world. Adoption of additional price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our revenues and operating results. If third-party payers do not consider our delivery system or the combination of our delivery system with additional treatments to be cost-justified under a required cost-testing model, they may not cover our delivery systems for their populations or, if they do, the level of payment may not be sufficient to allow us to sell our delivery systems on a profitable basis.
Reimbursement for the treatment of patients with medical devices in the EU member states, Switzerland and Japan is governed by complex mechanisms established on a national level in each country. In the European Union, these mechanisms vary widely among the EU member states and evolve constantly, reflecting the efforts of these countries to reduce public spending on healthcare. As a result, obtaining reimbursement for the treatment of patients with medical devices has become more challenging. Outside the United States, the European Union and Japan, reimbursement systems vary significantly by country. We cannot, therefore, guarantee that the treatment of patients with Optune or any of our future delivery systems would be reimbursed in any of the EU member states, Switzerland, Japan or any other country.
We provide financial assistance to patients to defray their out-of-pocket costs for Optune, and therefore, absorb any unreimbursed costs of patients who begin treatment and are unable to pay for the costs of their treatment not covered by insurance. Our costs associated with this program could increase if payers increase the cost-sharing burden of patients. We bill $21,000 for each month that a patient uses Optune in the United States. Total cash payments of $12.4 million received during the six months ended June 30, 2015 were recorded as revenues for Optune therapy provided to patients in the current period and prior periods. These cash payments represent an average of approximately $14,700 for a month of use. The difference between billed and paid amounts consists of disputed underpayments, patient financial assistance and discounts. Additionally, during the period ended June 30, 2015, for each month of use, we paid approximately $600 in indirect taxes, primarily the federal medical device excise tax. This metric does not include our experience with patients covered by the Medicare fee-for-service program, as we have not received material payments from that program and the invoices remain open as we appeal the coverage denials. Our average payment amount per month of use in the United States may decrease based on a number of factors, including, but not limited to, agreeing to greater discounts with payers and payers increasing the cost-sharing requirement for patients.
Our failure to secure or maintain adequate coverage or reimbursement for Optune or any of our future delivery systems by third-party payers in the United States or in the other jurisdictions in which we market Optune or any of our future delivery systems, could have a material adverse effect on our business, financial condition and results of operations and cause our stock price to decline.
 
17

Table of Contents
We may not be successful securing and maintaining reimbursement codes necessary to facilitate accurate and timely billing for Optune, future delivery systems and physician services attendant to TTFields therapy.
Third-party payers, healthcare systems, government agencies or other groups often issue reimbursement codes to facilitate billing for products and physician services used in the delivery of medicine. Within the United States, the billing codes most directly related to Optune and future delivery systems are contained in the Healthcare Common Procedure Coding System, or HCPCS code set. The HCPCS code set contains Level I codes that describe physician services, also known as Common Procedural Terminology codes, or CPT codes, and Level II codes that primarily describe products. The Centers for Medicare and Medicaid Services, or CMS, is responsible for issuing the HCPCS Level II codes. The American Medical Association issues HCPCS Level I codes.
We have secured unique HCPCS Level II codes that describe Optune and we are able to use these codes in the United States to bill third-party payers. Loss of these codes or any alteration in the payment attached to these codes would materially impact our operating results.
No CPT codes exist to describe physician services related to the delivery of TTFields therapy. We may not be able to secure CPT codes for physician services related to Optune based on the relatively low incidence of GBM. Our future revenues and results may be affected by the absence of CPT codes, as physicians may be less likely to adopt the therapy when not adequately reimbursed for the time, effort, skill, practice expense and malpractice costs required to provide the therapy to patients.
We have not secured codes to describe our delivery systems or to document physician services related to the delivery of TTFields therapy in markets outside the United States. Absence of these codes may affect the future growth of our business.
There is no assurance that Medicare or the Medicare Administrative Contractors will provide coverage or adequate payment rates for Optune or our future delivery systems.
Approximately 25% of our patients are beneficiaries under the Medicare fee-for-service program as of June 30, 2015. Failure to secure coverage and adequate payment from Medicare would reduce our revenues and may also affect the coverage and payment decisions of other third-party payers in the United States.
Medicare has the authority to issue national coverage determinations or to defer coverage decisions to its regional Medicare Administrative Contractors, or MACs. Medicare has not issued a national coverage determination for Optune. The four MACs that administer the durable medical equipment benefit for Medicare, or DME MACs, have each issued local coverage determination policies stating that Optune is not reasonable and necessary for the treatment of recurrent GBM. The continuing absence of a positive coverage determination from Medicare or the DME MACs would materially affect our future revenues.
Additionally, Medicare has the authority to publish the price of durable medical equipment products. Medicare may publish prices for Optune or future delivery systems that do not reflect then current prices for Optune or future delivery systems. Medicare price schedules are frequently referenced by private payers in the United States and around the world. Medicare would materially reduce our revenues and operating results by publishing a price for Optune or future delivery systems that is not based on the actual price of Optune or future delivery systems within the private payer market.
We are unable to bill our existing Medicare fee-for-service patients for amounts not paid by Medicare. Therefore, we will absorb the costs of treatment for amounts not paid by Medicare.
We depend on single-source suppliers for some of our components. The loss of these suppliers could prevent or delay shipments of Optune, delay our clinical trials or otherwise adversely affect our business.
We source some of the key components of Optune from only a single vendor. If any one of these single-source suppliers were to fail to continue to provide components to us on a timely basis, or at all, our business and
 
18

Table of Contents
reputation could be harmed. For example, we currently have a single source for the ceramic discs used in the transducer arrays for Optune, which we source from Exelis Inc., or Exelis (formerly ITT Corporation). We currently do not have alternate suppliers for these ceramic discs, and our existing supplier would be difficult for us to replace because the ceramic discs are manufactured with specialized electrical properties designed specifically for Optune, and as such there are few vendors available to produce these components, and those that can supply them may not be able to do so on terms that are commercially favorable to us. We are in the process of identifying a second source for the ceramic discs, but we can provide no assurance that we will secure an alternate supplier on favorable terms or in time to support our commercialization efforts, or at all. Our current agreement with Exelis continues through July 21, 2017, following which time the agreement will automatically renew for up to three successive two-year periods unless either we provide timely written notice of non-renewal (for any reason) or Exelis provides timely written notice of non-renewal (if we fail to satisfy certain minimum purchase requirements). We currently expect that this agreement will be renewed. In addition to certain other customary termination rights, Exelis can terminate this agreement with 90 days’ written notice if we breach any of our material obligations under the agreement.
Agreements with our other suppliers range from terms of four years to ten years and are terminable by either party, generally between 180 days’ and 12 months’ written notice. Establishing additional or replacement suppliers for any components of our delivery systems, and obtaining any additional regulatory approvals required to add or replace suppliers, will take a substantial amount of time and could result in increased costs and impair our ability to produce Optune, which would have a material adverse effect on our business, prospects, financial condition and results of operations. We may have difficulty obtaining similar components from other suppliers that are acceptable to the FDA or foreign regulatory authorities, or to comply with the Essential Requirements laid down in Annex I to the Directive 93/42/EEC concerning medical devices, commonly known as the Medical Devices Directive, which are the minimum requirements governing design and manufacturing in the European Union. The risks associated with the failure of our suppliers to comply with strictly enforced regulatory requirements as described below are exacerbated by our dependence on single-source suppliers. Furthermore, since some of these suppliers are located outside of the United States, we are subject to foreign export laws and United States import and customs regulations, which complicate and could delay shipments of components to us.
We are currently seeking second-source suppliers, which we expect to have under contract over the next few years, but we can provide no assurance we will achieve this on this timeframe or at all. Various steps must be taken before signing up these suppliers, including qualifying these suppliers in accordance with regulatory requirements.
If we experience any delay or deficiency in the quality of components supplied to us by third-party suppliers, or if we have to switch to replacement suppliers, we may face additional regulatory delays and the manufacture and delivery of Optune would be interrupted for an extended period of time, which could materially adversely affect our business, prospects, financial condition and results of operations. In addition, we may be required to obtain prior regulatory approval if we use different suppliers or components. Such changes could affect our FDA regulatory approvals and the compliance of our delivery systems with the Essential Requirements laid down in Annex I to the Medical Devices Directive and the validity of our current CE Certificates of Conformity. If we are required to obtain prior regulatory approval from the FDA or foreign regulatory authorities or to conduct a new conformity assessment procedure and obtain new CE Certificates of Conformity in the EU to use different suppliers or components for our delivery systems, regulatory approval or the CE Certificates of Conformity for our delivery systems may not be received on a timely basis, or at all, which would have a material adverse effect on our business, prospects, financial condition and results of operations.
 
19

Table of Contents
Quality control problems with respect to delivery systems and components supplied by third-party vendors could have a material adverse effect on our reputation, our clinical trials or the commercialization of Optune and our future delivery systems and, as a result, a material adverse effect on our business, prospects, financial condition and results of operations.
Our delivery systems, which are manufactured by third parties, are highly technical and are required to meet exacting specifications. Any quality control problems that we experience with respect to the delivery systems and components supplied by third-party vendors could have a material adverse effect on our reputation, our attempts to complete our clinical trials or the commercialization of Optune and our future delivery systems. The failure of our suppliers to comply with strictly enforced regulatory requirements could expose us to regulatory action, including warning letters, product recalls, suspension or termination of distribution, product seizures or civil penalties. If we experience any delay or deficiency in the quality of products supplied to us by third-party suppliers, or if we have to switch to replacement suppliers, we may face additional regulatory delays and the manufacture and delivery of our delivery systems would be interrupted for an extended period of time, which would materially adversely affect our business, prospects, financial condition and results of operations.
If the third parties on which we rely to conduct our clinical trials and to assist us with pre-clinical research and development do not perform as contractually required or expected, we may not be able to obtain regulatory approvals for our future delivery systems or commercialize our future delivery systems.
We do not have the ability to independently conduct our pre-clinical and clinical trials for our delivery systems and we must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories, to conduct such trials. We and these third parties are required to comply with current good clinical practices, or cGCPs, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for TTFields in clinical development. Regulatory authorities enforce these cGCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable cGCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or foreign regulatory authorities may require us to perform additional nonclinical or clinical trials before approving our approved applications. We cannot be certain that, upon inspection or review of our files, such regulatory authorities will determine that any of our clinical trials comply with the cGCP regulations.
Any third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our ongoing pre-clinical, clinical and nonclinical programs. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical studies or other cancer treatment development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval for our delivery systems or successfully commercialize our delivery systems on a timely basis, if at all, and our business, prospects and results of operations may be adversely affected.
 
20

Table of Contents
If we encounter difficulties enrolling patients in our clinical trials, our clinical trials could be delayed or otherwise adversely affected.
The timely completion of clinical trials depends, among other things, on our ability to enroll a sufficient number of patients who remain in the trial until its conclusion. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons, including:
 
•	 	the severity of the disease under investigation;	
 
•	 	the size and nature of the patient population;	
 
•	 	the patient eligibility criteria defined in the protocol;	
 
•	 	the nature of the trial protocol, including the attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects;	
 
•	 	clinicians’ and patients’ perceptions as to the potential advantages and side effects of TTFields in relation to other available therapies, including any new drugs or treatments that may be approved for the indications we are pursuing;	
 
•	 	availability of other clinical trials;	
 
•	 	patient referral practices of physicians;	
 
•	 	the ability to monitor patients adequately during and after treatment;	
 
•	 	the availability of appropriate clinical trial investigators, support staff and proximity of patients to clinical sites;	
 
•	 	our ability to obtain and maintain patient consents; and	
 
•	 	the risk that patients enrolled in clinical trials will choose to withdraw from or otherwise not be able to complete a clinical trial.	
Patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive follow-up to assess the safety and effectiveness of TTFields or if they determine that the treatments received under the trial protocols are not attractive or involve unacceptable risks or discomforts. Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competing products. In addition, the inclusion of critically ill patients in our clinical trials may result in deaths or other adverse medical events for reasons that may not be related to TTFields, or, in those trials where TTFields is being tested in combination with one or more other therapies, for reasons that may be attributable to the other therapies, but which can nevertheless negatively affect clinical trial results. If we have difficulty enrolling a sufficient number or diversity of patients to conduct our clinical trials as planned, we may need to delay or terminate ongoing or planned clinical trials, either of which would have an adverse effect on our business.
Continued testing of Optune or our other delivery system candidates may not yield successful results and could reveal currently unknown safety hazards associated with TTFields.
Our research and development programs are designed to test the safety and efficacy of TTFields through extensive pre-clinical and clinical testing. Even if our ongoing and future clinical trials are completed as planned, we cannot be certain that their results will support our claims or that the FDA and other regulatory authorities will agree with our conclusions regarding them. Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that our delivery system candidates are safe and effective for the proposed indicated uses, which could cause us to abandon a delivery system candidate and may delay development of others. It is also possible that
 
21

Table of Contents
patients enrolled in clinical trials will experience adverse side effects that have not been previously observed. In addition, our pre-clinical studies and clinical trials for our delivery system candidates involve a relatively small patient population, and as a result, these studies and trials may not be indicative of future results.
We may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent further commercialization of Optune and any of our delivery system candidates, including the following:
 
•	 	safety and efficacy results for Optune and any of our delivery system candidates obtained in our pre-clinical and clinical testing may be inconclusive or may not be predictive of results obtained in future clinical trials, following long-term use or in much larger populations;	
 
•	 	unanticipated adverse events may occur during TTFields’ clinical trials;	
 
•	 	the data collected from clinical trials of our delivery system candidates may not reach statistical significance due to limited sample size or otherwise be sufficient to support FDA or other regulatory approval; and	
 
•	 	our delivery system candidates may not produce the desired effects or may result in adverse health effects or other characteristics that are not currently known that preclude additional regulatory approval or limit their commercial use if approved.	
To date, patients treated with Optune in our EF-11 and EF-14 clinical trials have experienced treatment-related side effects, including dermatitis where the transducer arrays are placed, headaches, weakness, falls, fatigue, muscle twitching and skin ulcers. There may be additional side effects observed in future clinical trials and/or through real-world experience with patients using Optune or our other TTFields delivery system candidates. Undesirable side effects caused by our delivery systems could cause us or regulatory authorities to interrupt, delay or terminate clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities. Results of our clinical trials could reveal a high and unacceptable severity and prevalence of side effects.
If unacceptable side effects arise in the development of our delivery system candidates, we could suspend or terminate our clinical trials or the FDA or other regulatory authorities could order us to cease clinical trials or deny approval of our delivery system candidates for any or all targeted indications, narrow the approved indications for use or otherwise require restrictive product labeling or marketing, or require further clinical trials, which may be time-consuming and expensive and may not produce results supporting FDA or other regulatory approval of our delivery system candidates in a specific indication. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. We expect to have to train medical personnel using our delivery system candidates to understand the side effect profiles for our clinical trials and upon any commercialization of any of our delivery system candidates. Inadequate training in recognizing or managing the potential side effects of our delivery system candidates could result in patient injury or death. Any of these occurrences may harm our business, prospects and financial condition significantly.
Any delay or termination of our clinical trials will delay the filing of our delivery systems submissions for regulatory approvals and ultimately our ability to commercialize our delivery systems and generate revenues. Furthermore, we may abandon delivery system candidates that we previously believed to be promising. Any of these events could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
 
22

Table of Contents
We face competition from numerous competitors, most of whom have far greater resources than we have, which may make it more difficult for us to achieve significant market penetration and which may allow them to develop additional oncology treatments to compete with TTFields.
The oncology market is intensely competitive, subject to rapid change and significantly affected by new product introductions and other market activities of industry participants. As a monotherapy, TTFields primarily competes with radiation and pharmacological therapies. We may face additional competition as advancements are made in the field of immuno-oncology and to date, we have not conducted any clinical trials where TTFields is used in combination with an immuno-oncological therapy.
Many of our competitors are large, well capitalized companies with significantly more market share and resources than we have. As a consequence, they are able to spend more aggressively on product development, marketing, sales and other initiatives than we can. Many of these competitors have:
 
•	 	significantly greater name recognition and experience;	
 
•	 	established relations with healthcare professionals, patients and third-party payers;	
 
•	 	established distribution networks;	
 
•	 	additional product lines, and the ability to offer rebates or bundle products to offer higher discounts or more competitive pricing or other incentives to gain a competitive advantage; and/or	
 
•	 	greater financial and human resources for research and development, sales and marketing, patent litigation and/or acquisitions.	
Although we believe TTFields represents a treatment modality that can be used in combination with other cancer treatment modalities, our current competitors or other companies may at any time develop additional drugs and devices for the treatment of GBM and other solid tumors that could reduce the benefits of using our TTFields delivery systems. If an existing or future competitor develops a product that proves to be superior or comparable to Optune or any of our future delivery systems, our revenues may decline. In addition, some of our competitors may compete by changing the price of their cancer treatments. If these competitors’ products were to gain acceptance by healthcare professionals, patients or third-party payers, a downward pressure on prices could result. If prices were to fall, we may not be able to improve our gross margins or sales growth sufficiently to achieve profitability.
As we expand, we may experience difficulties managing our growth.
Our anticipated growth will place a significant strain on our management and on our operational and financial resources and systems. Failure to manage our growth effectively could materially adversely affect us. Additionally, our anticipated growth will increase the demands placed on our suppliers, resulting in an increased need for us to carefully monitor the available supply of components and quality assurance. Any failure by us to manage our growth effectively could have an adverse effect on our ability to achieve our development and commercialization goals.
Because of the specialized nature of our business, the termination of relationships with our key management and scientific personnel may prevent us from developing TTFields, conducting clinical trials and obtaining any necessary financing. Further, the inability to recruit and retain additional personnel may have an adverse effect on our ability to successfully operate our business.
For the majority of our history, Asaf Danziger and Dr. Eilon Kirson have played a significant role in our research efforts. Mr. Danziger is our Chief Executive Officer and a director of our company and Dr. Kirson is our Chief Science Officer and Head of Research and Development. We are highly dependent on these individuals, and they
 
23

Table of Contents
have played a critical role in our research and development programs, clinical trials and financing. Additionally, we have several scientific personnel with significant expertise in TTFields, some of whom are critical to our research and development efforts. The loss of the services of either of these key members of our company or any of our scientific personnel may prevent us from achieving our business objectives.
The competition for qualified personnel in the oncology field is intense, and we rely heavily on our ability to attract and retain qualified scientific, technical and managerial personnel. Our future success depends upon our ability to attract, retain and motivate highly skilled employees. In order to commercialize TTFields successfully, we will be required to expand our workforce, particularly in the areas of research and development and clinical trials, sales and marketing and supply chain management. These activities will require the addition of new personnel and the development of additional expertise by existing management personnel. We face intense competition for qualified individuals from numerous pharmaceutical, biopharmaceutical and biotechnology companies, as well as academic and other research institutions. We may not be able to attract and retain these individuals on acceptable terms or at all. Failure to do so would materially harm our business.
Changes in tax or other laws, regulations or treaties, changes in our status under U.S. or non-U.S. laws or adverse determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our financial condition or results of operations, as well as subject our shareholders to additional taxes.
The amount of taxes we pay is subject to a variety of tax laws in the various jurisdictions in which we and our subsidiaries are organized and operate. Our domestic and international tax liabilities are dependent on the location of earnings among these various jurisdictions. Such tax liabilities could be affected by changes in tax or other laws, treaties and regulations as well as the interpretation or enforcement thereof by tax or other governmental entities in any relevant jurisdiction. The amount we pay in tax to any particular jurisdiction depends, in part, on the correct interpretation of the tax laws in such jurisdiction, and we have made a number of determinations as to the effect of such tax laws in our particular circumstances. For example, while our U.S. operations are subject to U.S. federal income tax, we believe that a significant portion of our non-U.S. operations are generally not subject to U.S. tax other than withholding taxes in certain circumstances. In some cases, the determinations we have made as to the effect of the tax laws in a particular jurisdiction depend on the continuing effectiveness of administrative rulings we have received from the tax authorities in that jurisdiction, while in other cases, our determinations are based on the reasoned judgment of our tax advisors. Although we believe that we are in compliance with the administrative rulings we have received, that the assumptions made by our tax advisors in rendering their advice remain correct, and that as a result we are in compliance with applicable tax laws in the jurisdictions where we and our subsidiaries are organized and operate, a taxing authority in any such jurisdiction may challenge our interpretation of those laws and assess us or any of our subsidiaries with additional taxes.
Additionally, from time to time, proposals have been made and legislation has been introduced (for example, the Swiss Corporate Tax Reform III, or CTR III) to change the tax laws, regulations or interpretations thereof (possibly with retroactive effect) of various jurisdictions or limit tax treaty benefits that, if enacted, could materially increase our tax burden, increase our effective tax rate or otherwise have a material adverse impact on our financial condition and results of operations. As an example, recent U.S. legislative proposals would broaden the circumstances under which a foreign corporation like us would be considered a U.S. resident for U.S. federal income tax purposes, in addition to other U.S. legislative proposals that could have a material adverse impact on us by overriding certain tax treaties and limiting the treaty benefits on certain payments, which could increase our tax liability. We cannot predict whether or when any of these potential changes in law might become effective in any jurisdiction.
 
24

Table of Contents
While we monitor proposals and other developments that would materially impact our tax burden and effective tax rate and investigate our options accordingly, we could still be subject to increased taxation on a going forward and retroactive basis no matter what action we undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or our interpretation of applicable tax or other laws is challenged and determined to be incorrect. In particular, any alternative interpretations of applicable tax laws asserted by a tax authority or changes in tax laws, regulations or accounting principles that limit our ability to take advantage of tax treaties between jurisdictions, modify or eliminate the deductibility of various currently deductible payments, increase the tax burden of operating or being resident in a particular country, result in transfer pricing adjustments or otherwise require the payment of additional taxes, may have a material adverse effect on our cash flows, financial condition and results of operations.
We believe our ordinary shares should not be treated as stock of a passive foreign investment company, or PFIC, for U.S. federal income tax purposes in the current taxable year or in a future taxable year, but this conclusion is a factual determination that is made annually and thus may be subject to change. If we were to be treated as a PFIC, this could result in adverse U.S. federal income tax consequences to U.S. persons that hold our ordinary shares.
Based on the composition of our assets and the nature of our income, we believe that our shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change.
A non-U.S. corporation will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which a specified percentage of its gross income is “passive income” or a specified percentage of its assets produce or are held for the production of passive income (“passive assets”), including cash. If we are treated as a PFIC, and a U.S. person that holds our ordinary shares, either directly or indirectly, did not make one of the elections described under “Tax considerations—United States taxation—Passive foreign investment company considerations,” such U.S. person would be subject to adverse U.S. federal income tax consequences on distributions with respect to the ordinary shares to the extent the distributions are “excess distributions,” which are generally distributions in excess of a normal rate of distribution as calculated for PFIC purposes. Gain realized on the sale or other disposition of the ordinary shares would generally not be treated as capital gain, but rather would be treated as if such U.S. person had realized such gain and certain “excess distributions” ratably over the holding period for the ordinary shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. Partial redemptions would also be treated as excess distributions. We will, upon request from any shareholder, prepare and provide information as necessary for “qualified electing fund” elections but we make no representation as to the availability of “mark to market” elections that may mitigate the consequences of our being a PFIC to any U.S. investor. Prospective U.S. investors should consult their own U.S. tax advisors regarding the potential application of the PFIC rules. For more information on the U.S. federal income tax consequences of our ordinary shares being treated as stock of a PFIC, see “Tax considerations—United States taxation—Passive foreign investment company considerations.”
Product liability suits, whether or not meritorious, could be brought against us due to alleged defective delivery systems or for the misuse of our delivery systems. These suits could result in expensive and time-consuming litigation, payment of substantial damages and an increase in our insurance rates.
If our current or future delivery systems are defectively designed or manufactured, contain defective components or are misused, or if someone claims any of the foregoing, whether or not meritorious, we may become subject to substantial and costly litigation. For example, we may be sued if our delivery systems cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. This may occur if Optune is misused or damaged, has a sudden failure or malfunction
 
25

Table of Contents
(including with respect to safety features) or is otherwise impaired due to wear and tear. Even absent a product liability suit, malfunctions of the device or misuse by the physician or patient would need to be remedied swiftly in order to maintain continuous use and ensure efficacy of TTFields.
Any product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the delivery system, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of Optune and our delivery system candidates. Even successful defense may require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
 
•	 	decreased demand for our TTFields delivery systems;	
 
•	 	injury to our reputation;	
 
•	 	withdrawal of clinical trial participants and inability to continue clinical trials;	
 
•	 	initiation of investigations by regulators;	
 
•	 	costs to defend the related litigation;	
 
•	 	a diversion of management’s time and our resources;	
 
•	 	substantial monetary awards to trial participants or patients;	
 
•	 	product recalls, withdrawals or labeling, marketing or promotional restrictions;	
 
•	 	loss of revenues;	
 
•	 	exhaustion of any available insurance and our capital resources;	
 
•	 	the inability to commercialize any delivery system candidate; and	
 
•	 	a decline in our share price.	
Product liability claims could divert management’s attention from our core business, be expensive to defend and result in sizable damage awards against us. We may not have sufficient insurance coverage for all claims. Any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing continuing coverage, could harm our reputation in the industry and could reduce revenues. Product liability claims in excess of our insurance coverage would be paid out of cash reserves, if any, which could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline. Even if our agreements with our manufacturers and suppliers entitle us to indemnification against losses, such indemnification may not be available or adequate should any claim arise.
Regional instability in Israel may adversely affect business conditions and may disrupt our business and negatively affect our revenues and results of operations.
We have research facilities located in Israel, and one of our key suppliers, which is both a component supplier and finished good manufacturer, manufactures its goods in one physical location in Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, as well as incidents of civil unrest. In recent years, these have included hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza strip, both of which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. While we did not sustain damages from the conflicts with
 
26

Table of Contents
Hezbollah or Hamas, our Israeli operations, which are located in Haifa, in northern Israel, are within range of Hezbollah missiles and we or our immediate surroundings may sustain damages in a missile attack, which could adversely affect our operations. Recent political events, including political uprisings, social unrest and regime change, in various countries in the Middle East and North Africa have weakened the stability of those countries, which could result in extremists coming to power. Any future armed conflicts or political instability in the region could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in the agreements.
Additionally, several countries, principally in the Middle East, restrict doing business with Israeli companies, and additional countries and groups may impose similar restrictions if hostilities in Israel or political instability in the region continue or increase. If recent regime changes and civil wars in neighboring states result in the establishment of fundamentalist Islamic regimes or governments more hostile to Israel, or if Egypt or Jordan abrogates its respective peace treaty with Israel, Israel could be subject to additional political, economic and military confines, which could result in a material adverse effect on our operations.
In addition, our business insurance only covers certain specified events associated with war or terrorism in the Middle East, and may not cover all such events. Additionally, although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, this government coverage may not be maintained, or may be insufficient to cover all losses we incur, even if available. Any losses or damages incurred by us could have a material adverse effect on our business.
If any of our facilities are damaged or our clinical, research and development or other business processes interrupted, our business could be seriously harmed.
We conduct our business in a limited number of facilities in the United States, Switzerland, Israel and Japan. Additionally, one of our key suppliers, which is both a component supplier and finished goods manufacturer, manufactures its goods in one physical location in Israel. Damage or extended periods of interruption to our or our suppliers’ or manufacturers’ corporate, development or research facilities due to fire, natural disaster, power loss, communications failure, unauthorized entry, terrorist attacks or other events could cause us to cease or delay development of some or all of our delivery systems. Our internal computer systems may fail or suffer security breaches, which could result in a material disruption of our business. Our business may be seriously harmed by such delays and interruption.
We have significant debt service obligations and may incur additional indebtedness in the future, which could adversely affect our financial condition and results of operations and our ability to react to changes in our business.
As of June 30, 2015, we had approximately $25.0 million of indebtedness outstanding under our Loan and Security Agreement dated as of January 7, 2015, between us, as borrower, and Biopharma Secured Investments III Holdings Cayman LP, as lender, or the Term Loan Credit Facility, and availability to borrow an additional $75.0 million thereunder. We may incur additional indebtedness in the future, including draws under our Term Loan Credit Facility. We do not intend to use any of the proceeds of this offering to repay indebtedness, and we will continue to have significant debt service obligations following the closing of this offering. Our existing indebtedness and any additional indebtedness we may incur could require us to divert funds identified for other purposes for debt service and impair our liquidity position.
 
27

Table of Contents
The fact that a substantial portion of our cash flow from operations could be needed to make payments on our indebtedness could have important consequences, including the following:
 
•	 	increasing our vulnerability to general adverse economic and industry conditions or increased interests rates;	
 
•	 	reducing the availability of our cash flow for other purposes;	
 
•	 	limiting our flexibility in planning for or reacting to changes in our business and the markets in which we operate, which would place us at a competitive disadvantage compared to our competitors that may have less debt;	
 
•	 	limiting our ability to borrow additional funds for working capital, capital expenditures and other investments; and	
 
•	 	failing to comply with the covenants in our debt agreements could result in all of our indebtedness becoming immediately due and payable.	
Our ability to obtain necessary funds through borrowing, as well as our ability to service our indebtedness, will depend on our ability to generate cash flow from operations. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us under our Term Loan Credit Facility or otherwise in amounts sufficient to enable us to fund our liquidity needs, our financial condition and results of operations may be adversely affected. Our inability to make scheduled payments on our debt obligations in the future would require us to refinance all or a portion of our indebtedness on or before maturity, sell assets or seek additional equity investment. We may not be able to take any of such actions on a timely basis, on terms satisfactory to us or at all.
Covenants in our debt agreements restrict our operational flexibility.
Our Term Loan Credit Facility contains usual and customary restrictive covenants relating to the operation of our business, including restrictions on our ability:
 
•	 	to incur or guarantee additional indebtedness;	
 
•	 	to incur or permit to exist certain liens;	
 
•	 	to enter into certain sale and lease-back transactions;	
 
•	 	to make certain investments, loans and advances;	
 
•	 	to effect certain mergers, consolidations, asset sales and acquisitions;	
 
•	 	to pay dividends on, or redeem or repurchase, capital stock, enter into transactions with affiliates or materially change our business; and	
 
•	 	to repay or modify certain other agreements with respect to other material indebtedness or modify our organizational documents.	
In addition, our Term Loan Credit Facility has a minimum liquidity covenant, which is tested quarterly. We must also meet certain annual pro forma net sales requirements.
 
28

Table of Contents
Risks relating to regulation
Our delivery system candidates must undergo rigorous pre-clinical and clinical testing and we must obtain regulatory approvals, which could be costly and time-consuming and subject us to unanticipated delays or prevent us from marketing any delivery systems.
Our research and development activities, as well as the manufacturing and marketing of Optune and our delivery system candidates, are subject to regulation, including regulation for safety, efficacy and quality, by the FDA in the United States and comparable authorities in other countries. FDA regulations and the regulations of comparable foreign regulatory authorities are wide-ranging and govern, among other things:
 
•	 	the conduct of pre-clinical and clinical studies;	
 
•	 	product design, development, manufacturing and testing;	
 
•	 	product labeling;	
 
•	 	product storage and shipping;	
 
•	 	premarket clearance, approval and conformity assessment procedures;	
 
•	 	premarket clearance, approval and conformity assessment procedures for modifications introduced in marketed products;	
 
•	 	post-approval market surveillance and monitoring;	
 
•	 	reporting of adverse events or incidents and implementation of corrective actions, including product recalls;	
 
•	 	pricing and reimbursement;	
 
•	 	interactions with healthcare professionals;	
 
•	 	advertising and promotion; and	
 
•	 	product sales and distribution.	
Clinical testing can be costly and take many years, and the outcome is uncertain and susceptible to varying interpretations. Moreover, success in pre-clinical and early clinical trials does not ensure that large-scale trials will be successful or predict final results. Acceptable results in early trials may not be replicable in later trials. A number of companies in the oncology industry have suffered significant setbacks in advanced clinical trials, even after promising results in earlier trials. Negative or inconclusive results or adverse medical events during a clinical trial could cause it to be redone or terminated. In addition, failure to construct appropriate clinical trial protocols could result in the test or control group experiencing a disproportionate number of adverse events and could cause a clinical trial to be suspended, redone or terminated. We cannot be certain if or when the FDA, a foreign regulatory agency or our notified body (a private organization designated in an EU member state to conduct conformity assessment procedures under the Medical Devices Directive) might request additional studies, under what conditions such studies might be requested, or what the size or length of any such studies might be. The clinical trials of our delivery system candidates may not be completed on schedule, the FDA, foreign regulatory agencies or our notified body may order us to stop or modify our research, or these agencies or our notified body may not ultimately approve or issue a CE Certificate of Conformity for any of our delivery system candidates for commercial sale. While we have received regulatory approval for Optune for treatment of adult patients with recurrent GBM in the United States, the FDA required us to initiate a post-approval study and we have met this requirement. The data collected from our clinical trials may not be sufficient to support regulatory approval in the United States, Japan and other countries or to obtain CE Certificate of Conformity in the European Union for our various future delivery system candidates. Even if we
 
29

Table of Contents
believe the data collected from our clinical trials are sufficient, the FDA, equivalent foreign regulatory bodies and notified bodies have substantial discretion in the assessment and approval or conformity assessment processes and may disagree with our interpretation of the data. Our failure to adequately demonstrate the safety and efficacy of any of our delivery system candidates would delay or prevent regulatory approval in the United States, Japan and other countries or the CE marking in the European Union of our delivery system candidates, which could prevent us from achieving profitability.
We currently market Optune in the United States, as well as certain EU member states, Switzerland and Japan. We intend to market our TTFields delivery systems in a number of additional international markets. Although certain of our delivery systems have been approved for commercialization in Australia, Switzerland and Israel and are CE marked in the European Union, in order to market our delivery systems in other foreign jurisdictions and for other indications, we must obtain separate regulatory approvals and CE Certificates of Conformity. The requirements governing the conduct of clinical trials and manufacturing and marketing of our delivery system candidates outside the United States vary widely from country to country. Foreign regulatory approvals and CE Certificates of Conformity may take longer to obtain than FDA approvals and can require, among other things, additional testing and different clinical trial designs. Foreign regulatory approval and CE marking processes include essentially all of the risks associated with the FDA approval processes. Some foreign agencies must also approve prices of the delivery systems. Approval of a product by the FDA does not ensure approval of the same product by the health authorities of other countries or CE marking of Optune in the European Union and vice versa. In addition, changes in regulatory policy in the United States or in foreign countries for the approval or CE marking of a medical device during the period of product development and regulatory agency review or notified body review of each submitted new application may cause delays or rejections. Upcoming changes in the EU rules governing the CE marking of medical devices may also have a potential impact on the CE marking of our delivery systems in the European Union. On September 26, 2012, the European Commission adopted a package of legislative proposals designed to replace the existing regulatory framework for medical devices in the European Union. On October 22, 2013, the European Parliament voted on an amended draft of the Regulation. The proposed text is currently being discussed by the Council of the European Union, or the Council. If and when adopted, the proposed new legislation may prevent or delay the CE marking of our delivery systems under development or impact our ability to modify our currently CE marked delivery systems on a timely basis. On June 19, 2015, the Council came to a common position concerning the Council’s proposed amendments to the two draft regulations intended to replace the current Medical Devices Directive, the Active Implantable Medical Devices Directive and the In Vitro Diagnostic Medical Devices Directive. Negotiations among the Council, the European Parliament and the European Commission are now expected to start in the fourth quarter of 2015. Depending on the outcome of the negotiations, the regulation on medical devices and the regulation on in vitro diagnostic medical devices could be definitively adopted in mid-2016.
We may choose to, or may be required to, suspend, repeat or terminate our clinical trials if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive or the trials are not well designed.
Clinical trials must be conducted in accordance with the FDA’s cGCPs and the equivalent laws and regulations applicable in other jurisdictions in which the clinical trials are conducted. The clinical trials are subject to oversight by the FDA, foreign regulatory agencies, ethics committees and institutional review boards at the medical institutions where the clinical trials are conducted. In addition, clinical trials must be conducted with delivery system candidates produced under the FDA’s Good Manufacturing Practices, or GMP, and in accordance with the applicable regulatory requirements in the other jurisdictions in which the clinical trials are conducted. The conduct of clinical trials may require large numbers of test patients. Patient enrollment is a function of many factors, including the size of the patient population for the target indication, the proximity of patients to clinical sites, the eligibility criteria for the trial, the existence of competing clinical trials and the
 
30

Table of Contents
availability of alternative or new treatments. Clinical trials may be suspended by the FDA or by a foreign regulatory agency at any time if the FDA or the foreign regulatory agency finds deficiencies in the conduct of these trials or it is believed that these trials expose patients to unacceptable health risks.
We, the FDA or foreign regulatory agencies might delay or terminate our clinical trials of a delivery system candidate for various reasons, including:
 
•	 	the delivery system candidate may have unforeseen adverse side effects;	
 
•	 	the time required to determine whether the delivery system candidate is effective may be longer than expected;	
 
•	 	we may not agree with the FDA, a foreign regulatory authority or an ethics committee regarding the protocol for the conduct of a clinical trial;	
 
•	 	fatalities may occur during a clinical trial due to medical problems that may or may not be related to clinical trial treatments;	
 
•	 	the delivery system candidate may not appear to be more effective than current therapies;	
 
•	 	there may be insufficient patient enrollment in the clinical trials; or	
 
•	 	we may not be able to produce sufficient quantities of the delivery system candidate to complete the trials.	
Furthermore, the process of obtaining and maintaining regulatory approvals in the United States and other foreign jurisdictions and CE Certificates of Conformity in the European Union for new therapeutic products is lengthy, expensive and uncertain. It can vary substantially, based on the type, complexity and novelty of the product involved. Accordingly, any of our delivery system candidates could take a significantly longer time than we expect to, or may never, gain regulatory approval or obtain CE Certificates of Conformity in the European Union, which could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
Healthcare reform and other legislative and regulatory changes in the United States and in other countries may adversely affect our business and financial results.
In response to perceived increases in healthcare costs in recent years, there have been and continue to be proposals by the U.S. federal government, state governments, regulators and third-party payers to control these costs and, more generally, to reform the United States healthcare system. In the United States, the Patient Protection and Affordable Care Act, or the PPACA, was enacted in 2010 with a goal of reducing the cost of healthcare and substantially changing the way healthcare is financed by both government and private insurers.
In addition, other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. On August 2, 2011, the Budget Control Act of 2011 created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This included aggregate reductions of Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013. On January 2, 2013, the American Taxpayer Relief Act, or the ATRA, was signed into law, which, among other things, further reduced Medicare payments to several providers, including hospitals.
The U.S. Congress could pass additional healthcare laws in the future, including those that affect coverage and reimbursement for healthcare items and services, including our delivery systems. The Centers for Medicare and Medicaid Services, or CMS, also could implement regulatory changes that could affect coverage and
 
31

Table of Contents
reimbursement for our delivery systems as well. In addition, various healthcare reform proposals have also emerged at the state level. We cannot predict to what extent future healthcare initiatives will be implemented at the federal or state level or the effect any future legislation or regulation will have on us.
We continue to evaluate the impact that PPACA will have on our business. The taxes imposed by the new federal legislation and the expansion in government’s role in the U.S. healthcare industry may result in decreased revenues, lower reimbursements by payers for our delivery systems and reduced medical procedure volumes, all of which could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
The competent authorities in the EU member states are increasingly active in their goal of reducing public spending on healthcare. We cannot, therefore, guarantee that the treatment of patients with Optune would be reimbursed in any of the EU member states or, if successfully included on reimbursement lists will remain thereon. If adopted, the recent proposals of the European Commission for new rules governing medical devices in the European Union could impose additional requirements on manufacturers of medical devices placed on the market in the European Union. Failure to comply with these new requirements may affect our ability to market our delivery systems in the European Union.
We are subject to extensive regulation by the FDA and equivalent foreign authorities, which could restrict the sales and marketing of Optune and could cause us to incur significant costs. In addition, we may become subject to additional foreign regulation as we increase our efforts to sell Optune outside of the United States.
We sell Optune, and expect to sell our delivery system candidates, subject to extensive regulation by the FDA and numerous other federal, state and foreign governmental authorities. These regulations are broad and relate to, among other things, the conduct of pre-clinical and clinical studies, product design, development, manufacturing, labeling, testing, product storage and shipping, premarket clearance and approval, conformity assessment procedures, premarket clearance and approval of modifications introduced in marketed products, post-market surveillance and monitoring, reporting of adverse events and incidents, pricing and reimbursement, interactions with healthcare professionals, advertising and promotion and product sales and distribution. Although we have received FDA approval to market Optune in the United States for the treatment of adult patients with recurrent GBM, we will require additional FDA approval to market Optune for newly diagnosed GBM and other indications. We may be required to obtain approval of a new PMA or PMA supplement application for modifications made to Optune. This approval process is costly and uncertain, and it could take one to three years, or longer, from the time the application is filed with the FDA. We may make modifications in the future that we believe do not or will not require additional approvals. If the FDA disagrees, and requires new PMAs or PMA supplements for the modifications, we may be required to recall and to stop marketing the modified versions of Optune.
In addition, before our delivery systems can be marketed in the European Union, they must obtain a CE Certificate of Conformity from a notified body. New therapeutic uses of CE marked medical devices falling outside the scope of the current CE Certificate of Conformity require a completely new conformity assessment before the device can be CE marked and marketed in the European Union for the new intended purpose.
These processes can be expensive and lengthy and entail significant fees. The process preceding CE marking of a medical device in the European Union could also be expensive and lengthy and its outcome would be uncertain. We may make modifications in the future that we believe do not or will not require additional approvals or the notification of our notified body and potentially additional conformity assessment to permit maintenance of current CE Certificate of Conformity. If the competent authorities of the EU member states or our notified body disagree and require the conduct of a new conformity assessment procedure and the modification of the existing CE Certificate of Conformity or the issuance of a new certificate, we may be required to recall or suspend the marketing of the modified versions of Optune.
 
32

Table of Contents
In the United States and other jurisdictions, we also are subject to numerous post-marketing regulatory requirements, which include quality system regulations related to the manufacturing of our delivery systems, labeling regulations and medical device reporting regulations, which require us to report to the FDA or other foreign regulatory authorities and notified bodies if our delivery systems cause or contribute to a death or serious injury, or malfunction in a way that would likely cause or contribute to a death or serious injury. In addition, these regulatory requirements may change in the future in a way that adversely affects us. If we fail to comply with present or future regulatory requirements that are applicable to us, we may be subject to enforcement action by the FDA or other foreign regulatory authorities and notified bodies, which may include any of the following sanctions:
 
•	 	untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;	
 
•	 	unanticipated expenditures to address or defend such actions;	
 
•	 	patient notification, or orders for repair, replacement or refunds;	
 
•	 	voluntary or mandatory recall or seizure of our current or future delivery systems;	
 
•	 	administrative detention by the FDA of medical devices believed to be adulterated or misbranded;	
 
•	 	operating restrictions, suspension or shutdown of production;	
 
•	 	refusal or delay of our requests for PMA approval for new intended uses or modifications to Optune;	
 
•	 	refusal or delay of our requests for PMA approval of new delivery systems;	
 
•	 	refusal or delay in obtaining CE Certificates of Conformity for new intended uses or modifications to Optune;	
 
•	 	suspension, variation or withdrawal of the CE Certificates of Conformity granted by our notified body in the EU member states;	
 
•	 	operating restrictions;	
 
•	 	suspension or withdrawal of PMA approvals that have already been granted;	
 
•	 	refusal to grant export approval for Optune or any delivery system candidates; or	
 
•	 	criminal prosecution.	
The occurrence of any of these events could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
Modifications to Optune or any of our future approved delivery systems may require approvals of new PMA or PMA supplement applications, modified or new CE Certificates of Conformity or even require us to cease promoting or to recall the modified versions of Optune until such clearances, approvals or modified or new CE Certificates of Conformity are obtained, and the FDA, foreign regulatory authorities or our notified body may not agree with our conclusions regarding whether new approvals are required.
Any modification to a device approved through the PMA pathway that impacts the safety or effectiveness of the device requires submission to the FDA and FDA approval of a PMA supplement application or even a new PMA application, as the case may be. The FDA requires a company to make the determination as to whether a new PMA or PMA supplement application is to be filed, but the FDA may review the company’s decision. For example, in the past, we have made initial determinations that certain modifications did not require the filing of a new PMA or PMA supplement application and have notified the FDA of these changes in our PMA Annual Report, but after its review of our PMA Annual Report, the FDA requested that we submit these modifications to
 
33

Table of Contents
the FDA as a PMA supplement application. Currently, we intend to submit a PMA supplement application for our next-generation Optune delivery system, which may require clinical data, and from time to time make other changes to the software and packaging and may submit additional PMA supplement applications for these changes. We can provide no assurance that we will receive FDA approval for these changes on a timely basis, or at all. We also may make additional changes in the future that we may determine do not require the filing of a new PMA or PMA supplement application. The FDA may not agree with our decisions regarding whether the filing of new PMAs or PMA supplement applications are required.
In addition, any substantial change introduced to a medical device CE marked in the European Union or to the quality system review by our notified body requires a new conformity assessment of the device and can lead to changes to the CE Certificates of Conformity or the preparation of a new CE Certificate of Conformity. Substantial changes include, among others, the introduction of a new intended purpose of the device, a change in its design or a change in the company’s suppliers. Responsibility for determination that a modification constitutes a substantial change lies with the manufacturer of the medical device. We must inform the notified body that conducted the conformity assessment of the delivery systems we market or sell in the European Union of any planned substantial changes to our quality system or changes to our devices which could affect compliance with the Essential Requirements laid down in Annex I to the Medical Devices Directive or the devices’ intended purpose. The notified body will then assess the changes and verify whether they affect the delivery system’s conformity with the Essential Requirements laid down in Annex I to the Medical Devices Directive or the conditions for the use of the device. If the assessment is favorable, the notified body will issue a new CE Certificate of Conformity or an addendum to the existing CE Certificate of Conformity attesting compliance with the Essential Requirements laid down in Annex I to the Medical Devices Directive. There is a risk that the competent authorities of the EU member states or our notified body may disagree with our assessment of the changes introduced to our delivery systems. The competent authorities of the EU member states or our notified body also may come to a different conclusion than the FDA on any given product modification.
If the FDA disagrees with us and requires us to submit a new PMA or PMA supplement application for then-existing modifications and/or the competent authorities of the EU member states or our notified body disagree with our assessment of the change introduced in a product, we may be required to cease promoting or to recall the modified product until we obtain approval and/or until a new conformity assessment has been conducted in relation to the product, as applicable. In addition, we could be subject to significant regulatory fines or other penalties. Furthermore, our delivery systems could be subject to recall if the FDA or the competent authorities of the EU member states or our notified body determine, for any reason, that our delivery systems are not safe or effective or that appropriate regulatory submissions were not made. Any recall or requirement that we seek additional approvals or clearances could result in significant delays, fines, increased costs associated with modification of a product, loss of revenues and potential operating restrictions imposed by the FDA or the competent authorities of the EU member states or our notified body. Delays in receipt or failure to receive approvals, the loss of previously received approvals, the failure to conduct appropriate conformity assessments prior to CE marking of our delivery systems, or the failure to comply with any other existing or future regulatory requirements, could reduce our sales, profitability and future growth prospects.
 
34

Table of Contents
We will spend considerable time and money complying with federal, state and foreign regulations in addition to FDA regulations, and, if we are unable to fully comply with such regulations, we could face substantial penalties.
We are subject to extensive regulation by the U.S. federal government and the states and foreign countries in which we conduct our business. U.S. federal government healthcare laws apply when we submit a claim on behalf of a U.S. federal healthcare program beneficiary, or when a customer submits a claim for an item or service that is reimbursed under a U.S. federal government-funded healthcare program, such as Medicare or Medicaid. The laws that affect our ability to operate our business in addition to the Federal Food, Drug, and Cosmetic Act and FDA regulations include, but are not limited to, the following:
 
•	 	the federal anti-kickback statute, which prohibits offering or providing remuneration of any kind for the purpose of inducing or rewarding referrals for items or services reimbursable by a federal healthcare program;	
 
•	 	the U.S. federal False Claims Act, or the False Claims Act, which prohibits submitting false claims or causing the submission of false claims to the federal government;	
 
•	 	Medicare laws and regulations that prescribe requirements for coverage and payment, including the conditions of participation for DME suppliers, and laws prohibiting false claims for reimbursement under Medicare and Medicaid;	
 
•	 	healthcare fraud statutes that prohibit false statements and improper claims to any third-party payer;	
 
•	 	the federal physician self-referral prohibition, commonly known as the Stark law, which prohibits physicians from referring Medicare patients to an entity for the provision of certain designated health services (including DME) if the physician (or a member of the physician’s immediate family) has an impermissible financial relationship with that entity;	
 
•	 	similar state anti-kickback, false claims, insurance fraud and self-referral laws, which may not be limited to government-reimbursed items, as well as state laws that require us to maintain permits or licenses to distribute durable medical equipment;	
 
•	 	state accreditation and licensing requirements applicable to DME providers;	
 
•	 	the U.S. Foreign Corrupt Practices Act, which can be used to prosecute companies in the United States for arrangements with physicians or other parties outside the United States if the physician or party is a government official of another country and the arrangement violates the law of that country;	
 
•	 	the Federal Trade Commission Act, the Lanham Act and similar federal and state laws regulating advertising and consumer protection;	
 
•	 	the Physician Payments Sunshine Act, or the Sunshine Act, and similar state and foreign laws, which require reporting of payments and other transfers of value to health care practitioners periodically; and	
 
•	 	the laws and codes of practices applicable in the EU member states, Switzerland and Japan concerning the marketing and promotion of medical devices, interactions with healthcare professionals, consumer protection, comparative advertising and unfair commercial practices, data protection, anti-corruption, bribery and reimbursement of medical devices.	
The laws and codes of practices applicable to us are subject to evolving interpretations. Moreover, certain federal and state laws regarding healthcare fraud and abuse and certain foreign laws regarding interactions with healthcare professionals are broad and we may be required to restrict certain of our practices to be in compliance with these laws. Similar law exists in the European Union, individual EU member states and other
 
35

Table of Contents
foreign countries. These laws are complemented by EU or national profession codes of practices. Healthcare fraud and abuse laws also are complex and even minor, inadvertent irregularities can potentially give rise to claims that a statute has been violated. If a governmental authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to severe criminal and civil penalties, including, for example, exclusion from participation as a supplier of delivery systems to beneficiaries covered by federal healthcare programs. For example, most states require us to maintain a license as a DME provider. The Medicare program requires that we maintain accreditation with an independent quality body. Loss of this accreditation would result in loss of our billing privileges to Medicare.
Any violation of these laws or equivalent foreign laws and codes of practices regarding interactions with healthcare professionals and bribery could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline. Similarly, if there is a change in law, regulation or administrative or judicial interpretations, we may have to change our business practices or our existing business practices could be challenged as unlawful, which likewise could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline. In addition, although we believe that we have the required licenses, permits and accreditation to dispense our delivery systems, a regulator could find that we need to obtain additional licenses or permits. We also may be subject to audits, mandatory reaccreditation and other requirements in order to maintain our billing privileges. Failure to satisfy those requirements or successfully address any issues identified in an audit could cause us to lose our privileges to bill public and private payers. If we are required to obtain permits or licenses that we do not already possess, we also may become subject to substantial additional regulation or incur significant expense. Any penalties, damages, fines, curtailment or restructuring of our operations would adversely affect our ability to operate our business, our prospects and our financial results. In addition, any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and damage our reputation.
If we, our contract manufacturers or our component suppliers fail to comply with the FDA’s quality system regulations or equivalent regulations established in foreign countries, the manufacturing and distribution of our delivery systems could be interrupted, and our delivery system sales and results of operations could suffer.
We, our contract manufacturers and our component suppliers are required to comply with the FDA’s quality system regulations and the equivalent quality system requirements imposed by the laws and regulations in other jurisdictions, which are a complex regulatory framework that covers the procedures and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our delivery systems. All aspects of our supply chain are subject to periodic inspections and audits by the FDA, notified bodies and other regulatory authorities to ensure continuing compliance. We and the two critical finished goods manufacturers listed in our PMA were inspected by the FDA in the first half of 2012 and again in the fall of 2013. No material inspectional observations were identified and no FDA Form 483s were issued following these inspections. We cannot assure you that our facilities or our contract manufacturers’ or component suppliers’ facilities would pass any future quality system inspection. If our or any of our contract manufacturers’ or component suppliers’ facilities fails a quality system inspection, the manufacturing or distribution of our delivery systems could be interrupted and our operations disrupted. Failure to take adequate and timely corrective action in response to an adverse quality system inspection could force a suspension or shutdown of our packaging and labeling operations or the manufacturing operations of our contract manufacturers, and lead to suspension, variation or withdrawal of our regulatory approvals or a recall of our delivery systems. If any of these events occurs, we may not be able to provide our customers with TTFields delivery systems that they require on a timely basis, our reputation could be harmed and we could lose customers, any or all of which could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
 
36

Table of Contents
Our delivery systems may in the future be subject to recalls that could harm our reputation, business and financial results.
The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture. In the case of the FDA, the authority to require a recall must be based on an FDA finding that there is a reasonable probability that the device would cause serious injury or death. In addition, foreign governmental bodies have the authority to require the recall of our delivery systems in the event of material deficiencies or defects in design or manufacture. Distributors and manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall by us or one of our manufacturers could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. The FDA requires that certain classifications of recalls be reported to the FDA within ten working days after the recall is initiated. Requirements for the reporting of product recalls to the competent authorities are imposed in other jurisdictions in which our delivery systems are or would be marketed in the future. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA or to the competent authorities of other countries. In the future, we may initiate voluntary recalls involving our delivery systems that we determine do not require notification of the FDA or to other equivalent non-U.S. authorities. If the FDA or the equivalent non-U.S. authorities disagree with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA and the equivalent non-U.S. authorities could take enforcement action if we fail to report the recalls when they were conducted. Recalls of any of our delivery systems would divert managerial and financial resources and could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
If our delivery systems cause or contribute to a death or a serious injury, or malfunction in certain ways, we will be subject to medical device reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
Under the FDA medical device reporting regulations and the equivalent regulations applicable in foreign jurisdictions in which our delivery systems are or may be marketed in the future, medical device manufacturers are required to report to the FDA and to the equivalent non-U.S. authorities information that a device has or may have caused or contributed to a death or serious injury or has malfunctioned in a way that would likely cause or contribute to death or serious injury if the malfunction of the device or one of our similar devices were to recur. If we fail to report these events to the FDA or to the equivalent foreign authorities within the required timeframes, or at all, the FDA or the equivalent foreign authorities could take enforcement action against us. Any such adverse event involving our delivery systems also could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results.
We may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our delivery systems for unapproved or off-label uses.
Medical devices may be marketed only for the indications for which they are approved. Our promotional materials and training materials must comply with FDA regulations and other applicable laws and regulations governing the promotion of our delivery systems in the United States and foreign jurisdictions. Currently, Optune is only approved for treatment of adult patients with recurrent GBM in the United States. In the European Union and Switzerland, we have CE marked the Optune delivery system for the treatment of newly diagnosed GBM (in
 
37

Table of Contents
combination with temozolomide), recurrent GBM, and advanced NSCLC (in combination with standard-of-care chemotherapy). Optune is also approved in Israel and Japan for the treatment of recurrent GBM and in Australia for the treatment of recurrent GBM and newly diagnosed GBM (in combination with temozolomide).
If the FDA or the competent authorities in other jurisdictions, including the EU member states, determine that our promotional materials or training constitutes promotion of an unapproved use, they could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, an injunction, seizure, civil fines and criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and commercialization of Optune and future delivery systems would be impaired.
U.S. legislative or FDA regulatory reforms may make it more difficult and costly for us to obtain regulatory approval of our delivery system candidates and to manufacture, market and distribute our delivery systems after approval is obtained.
From time to time, legislation is drafted and introduced in the U.S. Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our delivery systems. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of future delivery system candidates. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our delivery systems. It is impossible to predict whether legislative changes will be enacted or FDA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be. Any change in the laws or regulations that govern the clearance and approval processes relating to our current and future delivery systems could make it more difficult and costly to obtain clearance or approval for new delivery systems, or to produce, market and distribute Optune. Significant delays in receiving clearance or approval, or the failure to receive clearance or approval for our new delivery systems would have an adverse effect on our ability to expand our business in the United States.
As a DME supplier, if we are found to have violated laws protecting the confidentiality of patient health information, we could be subject to civil or criminal penalties, which could increase our liabilities and harm our reputation or our business.
There are a number of federal and state laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information, as well as data protection laws applicable in other jurisdictions, such as the EU member states. In particular, the U.S. Department of Health and Human Services promulgated patient privacy rules under HIPAA. These privacy rules protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend and seek accounting of their own health information and limiting most use and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose.
The collection and use of personal health data in the European Union is governed by the provisions of Directive 95/46/EC of the European Parliament and of the Council of October 24, 1995, on the protection of individuals with regard to the processing of personal data and on the free movement of such data, commonly known as the Data Protection Directive. The EU member states have adopted national laws and regulations transposing the EU Data Protection Directive into their national laws. The Data Protection Directive and related national laws impose a number of requirements, including an obligation to seek the consent of individuals to whom the personal data relates, the information that must be provided to the individuals, notification of data processing
 
38

Table of Contents
obligations to the competent national data protection authorities of EU member states and the security and confidentiality of the personal data. The Data Protection Directive also imposes strict rules on the transfer of personal data out of the European Union to the United States. Failure to comply with the requirements of the Data Protection Directive and the related national data protection laws of EU member states may result in fines and other administrative penalties.
We are affected by and subject to environmental laws and regulations that could be costly to comply with or that may result in costly liabilities.
We are affected by federal, state, foreign and local laws and regulations, including those that impose various environmental controls on the manufacturing, transportation, storage, use and disposal of batteries and hazardous chemicals and other materials used in, and hazardous waste produced by, the manufacturing of our delivery systems. We incur and expect to continue to incur costs to comply with these environmental laws and regulations. Additional or modified environmental laws and regulations, including those relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our delivery systems or restricting disposal or transportation of batteries, may be imposed that may result in higher costs.
In addition, we cannot predict the effect that additional or modified environmental laws and regulations may have on us, our third-party suppliers of equipment, batteries and our delivery systems or our customers. For example, we and our suppliers rely on an exemption from the European Directive 2011/65/EU relating to the restriction of the use of certain hazardous substances in electrical and electronic equipment relating to lead content in our transducer arrays. To the extent this exemption is revoked, it may have a material impact on our business and results of operations.
Regulations on the transportation of lithium ion batteries may affect our business.
The Air Line Pilots Association International has called on the U.S. government to prohibit shipments of lithium-ion batteries on cargo and passenger planes pending new regulations, in light of recent incidents involving a battery pack for an electric bicycle and more recently lithium ion batteries in a shipment of electronic cigarettes that may have been a contributing factor in a fire on a FedEx cargo plane. Rechargeable lithium-ion batteries are not as flammable and can be put out with fire extinguishers, but the National Transportation Safety Board has issued a series of recommendations calling for tighter regulation and testing of the batteries. In March 2014, the U.S. Department of Transportation and the Pipeline and Hazardous Materials Safety Administration issued new standards to strengthen safety conditions for the shipment of lithium-ion batteries and cells. The new rules enhance packaging and hazard communication requirements for lithium-ion batteries transported by air, adopt separate shipping descriptions for lithium-ion batteries, revise provisions for the transport of small and medium lithium-ion batteries packed with, or contained in, equipment, and harmonize the provisions for the transport of low production and prototype lithium cells and batteries with the International Civil Aviation Organization’s Technical Instructions and the International Maritime Dangerous Goods Code. In February 2015, the U.S. Postal Service revised its policies so that shipping carriers are not permitted to ship packages solely containing lithium-ion batteries internationally. Consequently, we use vendors other than the U.S. Postal Service to ship our lithium-ion batteries.
Additionally, lithium ion batteries are classified as Class 9—Miscellaneous Dangerous Goods by the International Air Transport Association, or IATA. Our batteries have passed the UN 3480 test for transport as cargo called out in the IATA guidelines and, as such, when they are properly packaged and labeled (with a class 9 sticker) they can be shipped by air transport as cargo. However, our batteries are not allowed on passenger aircraft according to the IATA standards. Consequently, we offer to ship batteries for patients who are traveling by air. If additional restrictions are put in place that limit our ability to ship our delivery systems by air freight or on water borne cargo, it could have an adverse effect on our supply chain, our inventory management procedures and processes and our ability to fill prescriptions and service patients in a timely manner, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
 
39

Table of Contents
Risks relating to intellectual property
If we are unable to protect our proprietary technology, trade secrets or know-how, we may not be able to operate our business profitably. Similarly, if we fail to sustain, further build and enforce our intellectual property rights, competitors may be able to develop competing therapies.
Our success depends, in part, on our ability to obtain and maintain protection for our delivery systems and technologies under the patent laws or other intellectual property laws of the United States and other countries. The standards that the U.S. Patent and Trademark Office, or USPTO, and its foreign counterparts use to grant patents are not always applied predictably or uniformly and can change. Consequently, we cannot be certain as to whether pending patent applications will result in issued patents, and we cannot be certain as to the type and extent of patent claims that may be issued to us in the future. Any issued patents may not contain claims that will permit us to stop competitors from using similar technology.
Our existing and future patent portfolio also may be vulnerable to legal challenges. The standards that courts use to interpret patents are not always applied predictably or uniformly and can change, particularly as new technologies develop. On September 16, 2011, President Obama signed into law the Leahy-Smith America Invents Act, or AIA, a significant patent law reform. The AIA implements a first-inventor-to-file standard for patent approval, changes the legal standards for patentability and creates a post-grant review system. As a result of the uncertainties of patent law in general, and surrounding the interpretation of the AIA in particular, we cannot predict with certainty how much protection, if any, will be given to our patents if we attempt to enforce them and they are challenged in court. Any attempt to enforce our intellectual property rights may also be time-consuming and costly, may divert the attention of management from our business, may ultimately be unsuccessful or may result in a remedy that is not commercially valuable. Such attempts may also provoke third parties to assert claims against us or result in our intellectual property being narrowed in scope or declared to be invalid or unenforceable.
In addition, we rely on certain proprietary trade secrets, know-how and other confidential information. We have taken measures to protect our unpatented trade secrets, know-how and other confidential information, including the use of confidentiality and assignment of inventions agreements with our employees, consultants and certain contractors. It is possible, however, that these persons may breach or challenge the agreements, that our trade secrets may otherwise be misappropriated or that competitors may independently develop or otherwise discover our trade secrets. There is therefore no guarantee that we will be able to obtain, maintain and enforce the intellectual property rights that may be necessary to protect and grow our business and to provide us with a meaningful competitive advantage, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
The oncology industry is characterized by patent and other intellectual property litigation and disputes, and any litigation, dispute or claim against us may cause us to incur substantial costs, could place a significant strain on our financial resources, divert the attention of management from our business, harm our reputation and require us to remove certain delivery systems from the market.
Whether a product infringes a patent or violates other intellectual property rights involves complex legal and factual issues, the determination of which is often uncertain. Any intellectual property dispute, even a meritless or unsuccessful one, would be time consuming and expensive to defend and could result in the diversion of our management’s attention from our business and result in adverse publicity, the disruption of research and development and marketing efforts, injury to our reputation and loss of revenues. Any of these events could negatively affect our business, prospects, financial condition and results of operations.
 
40

Table of Contents
Third parties may assert that TTFields, Optune, our other delivery system candidates, the methods employed in the use of our delivery systems or other activities infringe on U.S. or foreign patents. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties, many of whom have significantly larger intellectual property portfolios than we have. Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. The risk of infringement claims is exacerbated by the fact that there are numerous issued and pending patents relating to the treatment of cancer. Because patent applications can take many years to issue, and in many cases remain unpublished for many months after filing, there may be applications now pending of which we are unaware that may later result in issued patents that our delivery systems may infringe. There could also be existing patents that one or more components of our delivery systems may inadvertently infringe. As the number of competitors in the market for the treatment of cancer grows, the possibility of inadvertent patent infringement by us or a patent infringement claim against us increases. To the extent we gain greater market visibility, our risk of being subject to such claims is also likely to increase.
If a third party’s patent was upheld as valid and enforceable and we were found to be infringing, we could be prevented from making, using, selling, offering to sell or importing Optune or other delivery system candidates, unless we were able to obtain a license under that patent or to redesign our systems to avoid infringement. A license may not be available at all or on terms acceptable to us, and we may not be able to redesign our delivery systems to avoid any infringement. Modification of our delivery systems or development of delivery system candidates to avoid infringement could require us to conduct additional clinical trials and to revise our filings with the FDA and other regulatory bodies, which would be time-consuming and expensive. If we are not successful in obtaining a license or redesigning our delivery systems, we may be unable to make, use, sell, offer to sell or import our delivery systems and our business could suffer. We may also be required to pay substantial damages and undertake remedial activities, which could cause our business to suffer.
We may also be subject to claims alleging that we infringe or violate other intellectual property rights, such as copyrights or trademarks, may have to defend against allegations that we misappropriated trade secrets, and may face claims based on competing claims of ownership of our intellectual property. The confidentiality and assignment of inventions agreements that our employees, consultants and other third parties sign may not in all cases be enforceable or sufficient to protect our intellectual property rights. In addition, we may face claims from third parties based on competing claims to ownership of our intellectual property.
We also employ individuals who were previously employed at other medical device companies, and as such we may be subject to claims that such employees have inadvertently or otherwise used or disclosed the alleged trade secrets or other proprietary information of their former employers.
Any such litigation, dispute or claim could be costly to defend and could subject us to substantial damages, injunctions or other remedies, which could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
As described in “Our business—Intellectual property,” we entered into a settlement agreement in February 2015 with the Technion, whereby we agreed to resolve certain potential disputes among us, the Technion and Professor Yoram Palti arising out of certain intellectual property that Professor Palti developed while affiliated with the Technion and which Professor Palti has assigned to us. As part of the settlement, we have a contingent obligation to pay the Technion $5.5 million upon the earlier of our achieving $250.0 million of cumulative net sales since our inception, as defined in the Settlement Agreement, and any merger, consolidation, reorganization or sale or other disposition of all or substantially all of our assets.
 
41

Table of Contents
The patent rights on which we rely to protect the intellectual property underlying TTFields delivery systems may not be adequate, which could enable third parties to use our technology or market competing products, which would harm our continued ability to compete in the market.
Our success will depend in part on our continued ability to develop or acquire commercially valuable patent rights and to protect these rights adequately. The scope of some of our patents are limited to certain ranges. For example, some of our patents protect low-intensity (1-3 V/cm), intermediate frequency (100-300 kHz) alternating electric fields, but do not cover intensities and frequencies for electric fields that are outside of these ranges. While intensities and frequencies of electric fields outside of these ranges have not yet proven to be effective treatment modalities, that may not be the case in the future. Our patent position is generally uncertain and involves complex legal and factual questions. The risks and uncertainties that we face with respect to our patents and other related rights include the following:
 
•	 	the pending patent applications we have filed may not result in issued patents or may take longer than we expect to result in issued patents;	
 
•	 	the pending patent applications and patents we own may be subject to interference proceedings or similar disputes over the priority of the inventions claimed;	
 
•	 	the claims of any patents that are issued may not provide meaningful protection;	
 
•	 	we may not be able to develop additional proprietary technologies that are patentable;	
 
•	 	changes in patent laws or their interpretation in the United States and other countries (including the recently enacted AIA) could diminish the value of our patents, narrow the scope of our patent protection or adversely affect our ability to obtain new patents;	
 
•	 	obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements;	
 
•	 	other parties may challenge patents, patent claims or patent applications licensed or issued to us, and such patents, patent claims or patent applications may be narrowed or found to be invalid or unenforceable; and	
 
•	 	other companies may design around technologies we have patented or developed.	
We also may fail to apply for or be unable to obtain patent rights in some foreign countries. In addition, the legal systems of certain countries may not protect our rights to the same extent as the laws of the United States, which could affect our ability to enforce patent rights effectively in such foreign countries. For a variety of reasons, we may decide not to file for patent protection for certain of our intellectual property. Our patent rights underlying TTFields, Optune and our other delivery systems may not be adequate, and our competitors or customers may design around our proprietary technologies or independently develop similar or alternative technologies or products that are equal or superior to ours without infringing on any of our patent rights. In addition, the patents licensed or issued to us may not provide a competitive advantage, and may be insufficient to prevent others from commercializing products similar or identical to ours. The occurrence of any of these events could have a material adverse effect on our business, prospects, financial condition and results of operations and cause our stock price to decline.
We have limited foreign intellectual property rights outside of our key markets and may not be able to protect our intellectual property rights throughout the world.
We have limited intellectual property rights outside of our key markets. In some countries outside the United States, we do not have any intellectual property rights, and our intellectual property rights in other countries outside the United States have a different scope and strength compared to our intellectual property rights in
 
42

Table of Contents
the United States. Consequently, we will not be able to prevent third parties from practicing our inventions in all countries outside the United States. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but where enforcement rights are not as strong as those in the United States. These products may compete with our delivery systems, and our patents or other intellectual property rights may not be effective or adequate to prevent such competition.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our delivery systems.
As is the case with other medical device companies, our success is heavily dependent on our intellectual property rights, and particularly on our patent rights. Obtaining and enforcing patents in the medical device industry involves both technological and legal complexity, and is therefore costly, time consuming and inherently uncertain. In addition, the United States has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents once obtained. Depending on decisions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could further negatively impact the value of our patents, narrow the scope of available patent protection or weaken the rights of patent owners.
Risks relating to this offering
We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.
We are an emerging growth company, as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including the ability to include only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act or any Public Company Accounting Oversight Board requirements regarding mandatory audit firm rotation or supplemental disclosures regarding the audit, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case, we would become a large accelerated filer under SEC rules and would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
 
43

Table of Contents
There has been no public market for our ordinary shares prior to this offering, and an active trading market for our ordinary shares may not develop after this offering. As a result, you may not be able to resell your ordinary shares at or above the price you paid, or at all.
Prior to this offering, there has been no public market for our ordinary shares and we cannot predict the extent of investor interest in us. The initial public offering price for our ordinary shares will be determined by negotiations between us and J.P. Morgan Securities LLC and may bear no relationship to the market price for our ordinary shares after the offering. Further, an active trading market for our ordinary shares may not develop or be maintained after this offering and the market price of our ordinary shares may decline below the initial public offering price. Consequently, you may lose part or all of your investment in our ordinary shares.
The market price for our ordinary shares may be volatile, which could result in substantial losses to you.
The market price for our ordinary shares may be volatile and subject to wide fluctuations in response to factors such as publication of clinical studies relating to Optune, our other delivery system candidates or a competitor’s product, actual or anticipated fluctuations in our quarterly results of operations, changes in financial estimates by securities research analysts, negative publicity, studies or reports, changes in the economic performance or market valuations of other companies that operate in our industry, changes in the availability of third-party reimbursement in the United States or other countries, changes in governmental regulations or in the status of our regulatory approvals or applications, announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments, intellectual property litigation, release of lock-up or other transfer restrictions on our outstanding ordinary shares, and economic or political conditions in the United States, Israel or elsewhere. In addition, the performance, and fluctuation in market prices, of other foreign companies that have listed their securities in the United States may affect the volatility in the price of and trading volumes of our ordinary shares. Volatility in global capital markets, as was experienced during the global financial crisis beginning in 2008 and during the recent European sovereign debt crisis, as well as volatility resulting from the recent economic slowdown in Asia, could also have an adverse effect on the market price of our ordinary shares. Furthermore, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price and liquidity of our ordinary shares.
Our ordinary shares are issued under the laws of Jersey, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
We are incorporated under the laws of Jersey, Channel Islands. Jersey legislation regarding companies is largely based on English corporate law principles. A further summary of applicable Jersey company law, including a comparison to Delaware corporate law, is contained in this prospectus under the caption “Description of share capital.” However, there can be no assurance that Jersey law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the United States, which could adversely affect the rights of investors.
U.S. shareholders may not be able to enforce civil liabilities against us.
We are a Jersey entity with most of our assets located outside of the United States. Although we have appointed an agent for service of process in the United States for purposes of U.S. federal securities laws, a number of our directors and executive officers and a number of directors of each of our subsidiaries are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.
 
44

Table of Contents
We have been advised by our Jersey lawyers that the courts of Jersey would recognize any final and conclusive judgment under which a sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty) obtained against us in the courts of any other territory in respect of certain enforceable obligations in accordance with the principles of private international law as applied by Jersey law (which are broadly similar to the principles accepted under English common law) and such judgment would be sufficient to form the basis of proceedings in the Jersey courts for a claim for liquidated damages in the amount of such judgment. In such proceedings, the Jersey courts would not re-hear the case on its merits save in accordance with such principles of private international law. Obligations may not necessarily be enforceable in Jersey in all circumstances or in accordance with their terms; and in particular, but without limitation: (a) any agreement purporting to provide for a payment to be made in the event of a breach of such agreement would not be enforceable to the extent that the Jersey courts were to construe such payment to be a penalty that was excessive, in that it unreasonably exceeds the maximum damages that an obligee could have suffered as a result of the breach of an obligation; (b) the Jersey courts may refuse to give effect to any provision in an agreement that would involve the enforcement of any foreign revenue or penal laws; and (c) the Jersey courts may refuse to allow unjust enrichment or to give effect to any provisions of an agreement (including provisions relating to contractual interest on a judgment debt) that it considers usurious.
Our annual and quarterly results may fluctuate due to a number of factors and, as a result, could fall below investor expectations or estimates by securities research analysts, which may cause the trading price of our ordinary shares to decline.
Our revenues and results of operations are difficult to predict, and potentially may vary significantly from period to period. As a result of a number of factors, many of which are beyond our control, it is possible that results of operations for future periods may be below the expectations of public market analysts and investors, which could cause our stock price to decline. Factors that may affect our quarterly results include, but are not limited to:
 
•	 	failure to obtain regulatory approval for our delivery systems;	
 
•	 	failure to effectively commercialize our delivery systems;	
 
•	 	competition; and	
 
•	 	changes in the laws and regulations that affect our operations.	
As a result, investors should not rely on year-to-year or quarter-to-quarter comparisons of results of operations as an indication of future performance.
Substantial future sales of our ordinary shares in the public market, or the perception that such sales may occur, could cause the price of our ordinary shares to decline.
Sales of our ordinary shares in the public market after this offering, or the perception that these sales may occur, could cause the market price of our ordinary shares to decline. All ordinary shares sold in this offering (other than any shares acquired by our affiliates) will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. Substantially all of the remaining ordinary shares outstanding after this offering will be available for sale upon the expiration of the 180-day lock-up period, subject to volume, notice and manner of sale restrictions as applicable to our affiliates in the United States under Rule 144 and Rule 701 under the Securities Act. See “Shares eligible for future sale” and “Underwriting” for a detailed description of the lock-up and Securities Act restrictions. Any or all of these ordinary shares may be released prior to expiration of the lock-up period at the discretion of J.P. Morgan Securities LLC. To the extent ordinary shares are released before the expiration of the lock-up period and these ordinary shares are sold into the market, the market price of our ordinary shares could decline.
 
45

Table of Contents
Since the initial public offering price is substantially higher than our net tangible book value per share, you will incur immediate and substantial dilution.
If you purchase our ordinary shares in this offering, you will pay more for your ordinary shares than the average amount paid by our existing shareholders for their ordinary shares on a per share basis. As a result, you will experience immediate and substantial dilution of approximately $23.48 per share, representing the difference between our net tangible book value per share as of June 30, 2015 after giving effect to this offering at an assumed initial public offering price of $27.50 per share, the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus, and after deducting the underwriting discounts, commissions and estimated offering expenses payable by us. In addition, you may experience further dilution to the extent that our ordinary shares are issued upon exercise of future equity awards under our 2015 Omnibus Incentive Plan or upon the exercise of currently outstanding options or warrants. See “Dilution” for a more complete description of how the value of your investment in our ordinary shares will be diluted upon the consummation of this offering and may be diluted in the future.
Our executive officers, directors and principal shareholders may exert control over us and may be able to exercise influence over matters subject to shareholder approval.
Our executive officers and directors, together with their respective affiliates, beneficially owned approximately 36.7% of our outstanding ordinary shares as of September 21, 2015, and upon consummation of this offering, that same group will beneficially own approximately 33.6% of our outstanding ordinary shares. Accordingly, these shareholders, if they act together, will be able to exercise substantial influence over all matters requiring shareholder approval, including the election of directors and approval of corporate transactions, such as a merger. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material adverse effect on the market value of our ordinary shares. For information regarding the ownership of our outstanding ordinary shares by our executive officers and directors and their affiliates, please see the section entitled “Principal and selling shareholders.”
Our memorandum and articles of association will contain anti-takeover provisions that could adversely affect the rights of holders of our ordinary shares.
We expect to amend and restate our current memorandum and articles of association effective upon consummation of this offering. Our amended and restated memorandum and articles of association, referred to as the memorandum and articles of association, will contain certain provisions that could limit the ability of third parties to acquire control of our company, including a provision for a classified board of directors and a provision that grants authority to our board of directors to issue from time to time one or more classes of preferred shares without action by our shareholders and to determine, with respect to any class of preferred shares, the terms and rights of that class. See “Description of share capital” for a description of our amended and restated memorandum and articles of association. The provisions could have the effect of depriving our shareholders of the opportunity to sell their ordinary shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.
Our management will have broad discretion over the use and investment of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.
Our management will have broad discretion over the use and investment of the net proceeds we receive from this offering, and you will be relying on, and may not agree with, the judgment of our management regarding the application of these net proceeds. Our management intends to use the net proceeds we receive from this offering for working capital and general corporate purposes, including clinical trials, research and development
 
46

Table of Contents
and continued commercialization of Optune and future delivery systems. In addition, we are required to make a $1.0 million payment to the Technion with the net proceeds we receive from this offering. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our ordinary shares to decline. Pending these uses, we may invest the net proceeds we receive from this offering in a manner that does not produce income or loses value. See “Use of proceeds.”
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our share price and trading volume could decline.
The trading market for our ordinary shares will continue to depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of our company, or if these securities or industry analysts are not widely respected within the general investment community, the trading price for our ordinary shares would be negatively impacted. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our business, the price of our ordinary shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our ordinary shares could decrease, which might cause the price of our ordinary shares and trading volume to decline.
We will incur significant increased costs on an ongoing basis as a result of operating as a company whose ordinary shares are publicly traded in the United States, and our management will be required to devote substantial time to new compliance initiatives, including after we are no longer an emerging growth company.
As a company whose shares are publicly traded in the United States, we will incur significant legal, accounting and other expenses on an ongoing basis that we did not incur prior to this offering. In addition, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, and the rules of the SEC and The NASDAQ Stock Market LLC, or NASDAQ, have imposed various requirements on public companies, including requirements for the establishment and maintenance of effective disclosure controls and internal control over financial reporting. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
When the emerging growth company exemptions under the JOBS Act cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with reporting requirements. We cannot predict or estimate the amount of additional costs we may incur as a result of losing our emerging growth company status or the timing of such costs.
If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired and investors’ views of us could be harmed.
As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with our annual report on Form 10-K for our fiscal year ending December 31, 2016 to be filed in 2017, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation, which process is time-consuming, costly and complicated. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 10-K following the date on which we are no longer an emerging growth company, which may be up to five full years following the date of this offering. Our
 
47

Table of Contents
compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit function, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities, which would require additional financial and management resources.
Our ability to implement our business plan successfully and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors when required under Section 404 of the Sarbanes-Oxley Act. Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we were to conclude, and, when required, our auditors were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements or omissions.
We have never declared or paid cash dividends on our ordinary shares and we do not anticipate paying dividends in the foreseeable future and, as a result, you must rely on price appreciation of our ordinary shares for a return on your investment.
We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain our funds and any future earnings to support the operation, growth and development of our business. Any future determination to declare cash dividends will be made at the discretion of our board of directors and subject to compliance with applicable laws and covenants under our current or any future credit facilities, which may restrict or limit our ability to pay dividends, and the form, frequency and amount of dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. See “Dividend policy” for more information. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. As a result, a return on your investment will only occur if our share price appreciates. There is no guarantee that our ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased your ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares.
 
48

Table of Contents
 Cautionary note regarding forward-looking statements
This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. The forward-looking statements contained in this prospectus are based on our current plans, expectations, hopes, beliefs, intentions or strategies concerning future developments and their potential effects on us. Forward-looking statements in this prospectus may include, for example, statements about:
 
•	 	our research and development, clinical trial and commercialization activities and projected expenditures;	
 
•	 	the further commercialization of Optune and our delivery system candidates;	
 
•	 	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 and our other delivery systems by patients, physicians, third-party payers and others in the healthcare and scientific community;	
 
•	 	our plans to pursue the use of TTFields delivery systems for the treatment of other solid tumor cancers;	
 
•	 	our estimates regarding revenues, expenses, capital requirements and needs for additional financing;	
 
•	 	our ability to obtain regulatory approvals for additional indications and any future delivery systems;	
 
•	 	our ability to acquire the supplies needed to manufacture our delivery systems from third-party suppliers;	
 
•	 	our ability to manufacture adequate supply;	
 
•	 	our ability to secure adequate coverage from third-party payers to reimburse us for our delivery systems;	
 
•	 	our ability to maintain and develop our intellectual property position;	
 
•	 	our use of proceeds from this offering;	
 
•	 	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 statements. Some of these factors are described in this prospectus under the headings “Summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Our business.” There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
49

Table of Contents
 Use of proceeds
We estimate that we will receive net proceeds from this offering of approximately $188.9 million, after deducting the underwriting discounts, commissions and estimated offering expenses payable by us. These estimates are based upon an initial offering price of $27.50 per share, the midpoint of the range of the initial public offering price shown on the cover page of this prospectus. Assuming the number of ordinary shares offered by us set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and estimated offering expenses payable by us, a $1.00 increase (decrease) in the assumed initial public offering price of $27.50 per share would increase (decrease) the net proceeds of this offering by approximately $7.0 million. We will not receive any proceeds from the sale of shares by the selling shareholders.
We plan to use the net proceeds we receive from this offering for working capital and general corporate purposes, including clinical trials and research and development and continued commercialization of Optune and our future delivery systems. In addition, we are required to make a $1.0 million payment to the Technion with the net proceeds we receive from this offering. See “Our business—Intellectual property.” In particular, we expect to use the net proceeds as follows:
 
•	 	$75.0 million for clinical trials;	
 
•	 	$25.0 million for other research and development;	
 
•	 	$60.0 million for commercialization efforts;	
 
•	 	$1.0 million for our payment to the Technion; and	
 
•	 	$27.9 million for working capital and other general corporate purposes.	
Our management will have significant flexibility and discretion to apply the net proceeds we receive from this offering. If an unforeseen event occurs or business conditions change, we may use our net proceeds differently than as described in this prospectus. See “Risk factors—Risks relating to this offering—Our management will have broad discretion over the use and investment of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.” We have not identified any alternative use of proceeds other than those set forth above.
Until we use the net proceeds we receive from this offering for the above purposes, we intend to invest the funds in short-term, investment-grade, interest-bearing securities. We cannot predict whether these investments will yield a favorable return.
 
50

Table of Contents
 Dividend policy
We have never declared nor paid any cash dividends on our ordinary shares, nor do we have any present plan to pay any dividends on our ordinary shares in the foreseeable future. We currently intend to retain our funds and any future earnings to operate and expand our business.
Our board of directors has complete discretion as to whether we will distribute dividends in the future, subject to restrictions under Jersey law and our current and any future credit facilities. Any payment of dividends would be subject to the Companies (Jersey) Law 1991, as amended, which requires that all dividends be approved by our board of directors. In order to be able to declare any dividends our directors must make a statutory solvency statement to the effect that we will be able to discharge our liabilities as they fall due and that, having regard to our prospects and to the intention of the directors with respect of the management of our business and the amount and character of the financial resources that will in the view of the directors be available to us, we will be able to continue to carry on business; and discharge our liabilities as they fall due for a 12-month period immediately following the date on which the dividend is proposed to be paid (or until we are dissolved on a solvent basis, if earlier). See “Description of share capital.” If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. The Term Loan Credit Facility restricts our ability to pay dividends.
 
51

Table of Contents
 Capitalization
The following table sets forth our cash and cash equivalents, including short-term investments, and our capitalization as of June 30, 2015:
 
•	 	on an actual basis;	
 
•	 	on a pro forma basis to give effect to the conversion into ordinary shares of all of our outstanding preferred shares in connection with the consummation of this offering (see Note 13a to the consolidated financial statements) after giving effect to a 5.913-for-1 stock split effected on September 16, 2015; and	
 
•	 	on a pro forma as adjusted basis to reflect the issuance and sale of the 7,500,000 ordinary shares in this offering, assuming an initial public offering price of $27.50 per share, the midpoint of the estimated range of the initial public offering price, after deducting the underwriting discounts, commissions, estimated offering expenses payable by us as described under “Use of proceeds” and a $1.0 million payment to the Technion.	
You should read this capitalization table together with “Use of proceeds,” “Selected consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

As of June 30, 2015	  	   	 	
(in thousands, other than share and per share numbers)	  	Actual	 	 	Pro forma	 	 	Pro forma
as adjusted	 	
Cash and cash equivalents, including short-term investments	  	$	163,504	  	 	$	163,504	  	 	$	351,651	  	
				
Long-term loan, net of discount	  	 	24,539	  	 	 	24,539	  	 	 	24,539	  	
				
Share capital -	  				 				 				
Ordinary shares—unlimited no par value shares authorized; 12,430,419 shares issued and outstanding actual; 75,174,936 shares, issued and outstanding pro forma; 82,674,936 shares issued and outstanding pro forma as adjusted	  	 	—	  	 	 	—	  	 	 	—	  	
Preferred shares—unlimited no par value shares authorized; 62,744,517 shares issued and outstanding actual; no shares issued and outstanding pro forma; no shares issued and outstanding pro forma as adjusted	  	 	—	  	 	 	—	  	 	 	—	  	
Additional paid-in capital	  	 	473,437	  	 	 	473,437	  	 	 	662,290	  	
Accumulated deficit	  	 	(329,130	) 	 	 	(329,130	) 	 	 	(329,176)	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total shareholders’ equity	  	 	144,307	  	 	 	144,307	  	 	 	333,114	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total capitalization	  				 				 	$	357,653	  	
 	  	$	168,846	  	 	$	168,846	  	 	 	 	 	
A $1.00 increase (decrease) in the assumed initial public offering price of $27.50 per share would increase (decrease) the as adjusted amount of cash and cash equivalents, including short-term investments, by $7.0 million, total shareholders’ equity by $7.0 million and total capitalization by $7.0 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts, commissions, estimated expenses payable by us and a $1.0 million payment to the Technion.
 
52

Table of Contents
 Dilution
If you invest in our ordinary shares, your interest will be diluted immediately for each ordinary share to the extent of the difference between the initial public offering price per share you will pay in this offering and the pro forma as adjusted net tangible book value per share immediately after this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the book value per share attributable to the existing shareholders for our presently outstanding ordinary shares.
Our pro forma net tangible book value as of June 30, 2015 was approximately $143.1 million, or $1.90 per share, assuming the conversion of all of our outstanding preferred shares into ordinary shares in connection with the consummation of this offering after giving effect to a 5.913-for-1 stock split effected on September 16, 2015. Pro forma net tangible book value represents the amount of our total consolidated assets, less the amount of our total consolidated liabilities and deferred IPO costs and discount on long-term loan. Dilution is determined by subtracting pro forma net tangible book value per share from the assumed initial public offering price per share, which is based on the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts, commissions and estimated offering expenses payable by us.
Without taking into account any other changes in pro forma net tangible book value after June 30, 2015, other than to give effect to our sale of ordinary shares offered in this offering based on the assumed initial public offering price of $27.50 per share after deducting the underwriting discounts, commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value would have been $332.7 million, or $4.02 per outstanding ordinary share. This represents an immediate increase in net tangible book value of $2.12 per share to the existing shareholders, and an immediate dilution in net tangible book value of $23.48 per share to investors purchasing ordinary shares in this offering. The following table illustrates such dilution:

Assumed initial public offering price per share	 	 	 	 	 	$	27.50	  	
Pro forma net tangible book value per share as of June 30, 2015	 	$	1.90	  	 				
Increase per share attributable to sale of ordinary shares in this offering	 	 	2.12	  	 				
	 	 	 	 	 				
Pro forma as adjusted net tangible book value per share after giving effect to this offering	 				 	 	4.02	  	
	 				 	 	 	 	
Amount of dilution in net tangible book value per share to new investors in the offering	 				 	$	23.48	  	

The foregoing table does not reflect any sales of our ordinary shares by the selling shareholders.
The following table summarizes, on a pro forma basis as of June 30, 2015, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per share before deducting the underwriting discounts, commissions and estimated offering expenses payable by us, assuming an initial public offering price of $27.50 per share, the midpoint of the range of the initial public offering price. The information in the following table is illustrative only and the total consideration paid and the average price per share for new investors is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

   	  	Ordinary shares
purchased	 	  	Total consideration	 	  	Average price per
ordinary share	 	
   	  	Number	 	  	Percent	 	  	Amount	 	  	Percent	 	  			
Existing Shareholders	  	 	75,174,936	  	  	 	91%	  	  	 	456,452,000	  	  	 	69%	  	  	$	6.07	  	
New Investors	  	 	7,500,000	  	  	 	9%	  	  	 	206,250,000	  	  	 	31%	  	  	$	27.50	  	
	  	 	 	 	
Total	  	 	82,674,936	  	  	 	100%	  	  	 	662,702,000	  	  	 	100%	  	  	$	8.02	  	

53

Table of Contents
The foregoing table does not reflect any sales of our ordinary shares by the selling shareholders.
A $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to the offering by $7.0 million, the pro forma as adjusted net tangible book value per share after giving effect to this offering by $0.08 per share and the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering by $0.92 per share assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, and after deducting the underwriting discounts, commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.
The tables and calculations above are based on 82,674,936 ordinary shares issued and outstanding as of June 30, 2015 (after giving effect to this offering) and exclude:
 
•	 	10,054,321 ordinary shares issuable upon the exercise of outstanding options as of June 30, 2015, at a weighted average exercise price of $5.39 per share (including the option to acquire 1,005,210 ordinary shares held by the Technion Research and Development Foundation);	
 
•	 	921,488 ordinary shares issuable upon the exercise of options granted conditioned upon the consummation of this offering at an exercise price equal to the price per share to the public in this offering;	
 
•	 	4,635,317 ordinary shares issuable upon the exercise of outstanding warrants as of June 30, 2015, at a weighted average exercise price of $6.75 per share; and	
 
•	 	11,978,512 ordinary shares reserved for future issuances under our 2015 Omnibus Incentive Plan.	
To the extent these options or warrants are exercised, or ordinary shares are awarded under our 2015 Omnibus Incentive Plan, there will be further dilution to new investors.
 
54

Table of Contents
 Selected consolidated financial data
We present below our selected consolidated financial data for the periods indicated. The following selected consolidated statement of operations data for the years ended December 31, 2013 and 2014, and the selected consolidated balance sheet data as of December 31, 2013 and 2014, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the six months ended June 30, 2014 and 2015, and the selected consolidated balance sheet data as of June 30, 2015, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, the unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. Results for interim periods are not necessarily indicative of results that may be expected for a full fiscal year. Historical results are not necessarily indicative of the results expected in the future.
The selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and “Management’s discussion and analysis of financial condition and results of operations” included elsewhere in this prospectus. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

   	  	Year ended December 31,	 	 	Six months ended June 30,	 	
(in thousands except share and per share data)	  	2013	 	 	2014	 	 	2014	 	 	2015	 	
		
Consolidated statement of operations data	  				
Net revenues	  	$	10,359	  	 	$	15,490	  	 	$	7,315	  	 	$	11,751	  	
Cost of revenues	  	 	7,013	  	 	 	10,036	  	 	 	4,820	  	 	 	8,647	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	3,346	  	 	 	5,454	  	 	 	2,495	  	 	 	3,104	  	
					
Operating costs and expenses:	  				 				 				 				
Research, development and clinical trials	  	 	34,797	  	 	 	40,381	  	 	 	19,915	  	 	 	22,692	  	
Sales and marketing	  	 	16,406	  	 	 	21,177	  	 	 	11,055	  	 	 	15,221	  	
General and administrative	  	 	16,602	  	 	 	24,052	  	 	 	10,767	  	 	 	14,343	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating costs and expenses	  	 	67,805	  	 	 	85,610	  	 	 	41,737	  	 	 	52,256	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating loss	  	 	(64,459	) 	 	 	(80,156	) 	 	 	(39,242	) 	 	 	(49,152	) 	
Financial expenses, net	  	 	12,558	  	 	 	144	  	 	 	38	  	 	 	1,467	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before income taxes	  	 	(77,017	) 	 	 	(80,300	) 	 	 	(39,280	) 	 	 	(50,619	) 	
Income taxes	  	 	353	  	 	 	382	  	 	 	166	  	 	 	2,011	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	  	$	(77,370	) 	 	$	(80,682	) 	 	$	(39,446	) 	 	$	(52,630	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted net loss per ordinary share	  	$	(6.73	) 	 	$	(6.46	) 	 	$	(3.21)	  	 	$	(4.12)	  	
Weighted average number of ordinary shares used in computing basic and diluted net loss per share	  	 	11,498,392	  	 	 	12,490,017	  	 	 	12,269,507	  	 	 	12,783,881	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted pro forma net loss per ordinary share(1)	  				 	$	(1.13	)  	 				 	$	(0.73)	  	
Weighted average number of ordinary shares used in computing basic and diluted pro forma net loss per ordinary share(1)	  				 	 	71,166,032	  	 				 	 	72,137,939	  	

55

Table of Contents

   	  	        As of December 31,	 	  	As of June 30,	 	
(in thousands)	  	2013	 	  	2014	 	  	2015	 	
		
Consolidated balance sheet data:	  				
Cash and cash equivalents	  	$	175,894	  	  	$	57,613	  	  	$	106,508	  	
Short-term investments	  	 	—	  	  	 	44,999	  	  	 	56,996	  	
Total assets	  	 	188,911	  	  	 	117,876	  	  	 	192,770	  	
Working capital	  	 	167,885	  	  	 	94,161	  	  	 	158,677	  	
Total liabilities	  	 	17,132	  	  	 	20,001	  	  	 	48,463	  	
Total shareholders’ equity	  	 	171,779	  	  	 	97,875	  	  	 	144,307	  	
 	 	
(1)	 	Pro forma for the conversion of all our outstanding preferred shares into ordinary shares in connection with the consummation of this offering (see Note 13a to the consolidated financial statements) after giving effect to a 5.913-for-1 stock split effected on September 16, 2015. Does not include 7,500,000 ordinary shares to be sold by us in this offering.	
 
56

Table of Contents
 Management’s discussion and analysis of financial condition and results of operations
You should read the following discussion of our financial condition and results of operations in conjunction with our selected financial data and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the section entitled “Risk factors” and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
We are a commercial-stage oncology company developing a novel, proprietary therapy called TTFields for the treatment of solid tumor cancers. TTFields is a low-toxicity anti-mitotic treatment that uses low-intensity, intermediate frequency, alternating electric fields to exert physical forces on key molecules inside cancer cells, disrupting the basic machinery necessary for normal cell division, leading to cancer cell death. Physicians have typically treated patients with solid tumors using one or a combination of three principal treatment modalities—surgery, radiation and pharmacological therapies. Despite meaningful advancements in each of these modalities, a significant unmet need to improve survival and quality of life remains. We believe we will establish TTFields as a new treatment modality for a variety of solid tumors that increases survival without significantly increasing side effects when used in combination with other cancer treatment modalities.
We view our operations and manage our business in one operating segment. We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. Our net losses were $77.4 million for the year ended December 31, 2013, $80.7 million for the year ended December 31, 2014 and $52.6 million for the six months ended June 30, 2015. As of June 30, 2015, we had an accumulated deficit of $329.1 million. Our net losses primarily resulted from costs incurred in connection with our pre-clinical and clinical trial programs, costs incurred in our commercial launch efforts, including the U.S. launch of Optune for the treatment of recurrent GBM, and general and administrative costs necessary to operate as a multi-national oncology business. To date, we have financed our operations primarily through the issuance and sale of our convertible preferred shares and the proceeds from long-term loans. As of June 30, 2015, we had received a total of $454.3 million from the sale of our convertible preferred shares, all of which are authorized, issued and outstanding and will convert to our ordinary shares in connection with the consummation of this offering after giving effect to a 5.913-for-1 stock split effected on September 16, 2015.
We expect to continue to incur significant expenses and operating losses for at least the next several years. We expect our research, development and clinical trials expenses to increase in connection with our ongoing activities, particularly as we continue the research, development and clinical trials of TTFields and related delivery system candidates, including multiple simultaneous clinical trials for certain delivery system candidates, some of which are in, or we expect will be entering, late-stage clinical development. In addition, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. We may need additional funding to support the continuation of our operating activities subsequent to this offering. Until we can generate substantial revenues (which may not occur), we expect to finance our cash needs through the proceeds of this offering and availability under our Term Loan Credit Facility, and possibly also from collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. We will need to generate significant revenues to achieve profitability, and we may never do so.
 
57

Table of Contents
Financial overview
Net revenues
Substantially all of our revenues are derived from patients using our TTFields delivery system, marketed as Optune in our currently active markets. We bill patients or their third-party healthcare payer for each month of use. Our potential revenues per patient are determined by the monthly fee we collect and the number of months that the patient remains on therapy. We bill $21,000 for each month that a patient uses Optune in the United States. Total cash payments of $12.4 million received during the six months ended June 30, 2015 were recorded as revenues for Optune therapy provided to patients in the current period and prior periods. These cash payments represent an average of approximately $14,700 for a month of use. The difference between billed and paid amounts consists of disputed underpayments, patient financial assistance and discounts. Additionally, during the period ended June 30, 2015, for each month of use, we paid approximately $600 in indirect taxes, primarily the federal medical device excise tax. This metric does not include our experience with patients covered by the Medicare fee-for-service program, as we have not received material payments from that program and the invoices remain open as we appeal the coverage denials. Patient assistance programs include assistance to reduce cost-share burdens imposed on patients by the payer (for example, co-insurance and co-payments), and the terms and conditions of our assistance program vary by market. Revenues are presented net of indirect taxes, including the U.S. medical device excise and sales tax.
We account for revenues when cash is collected. When we have sufficient history of collections from the third-party payers or third-party payer groups and can demonstrate that we can make a reasonable estimate of amounts that will ultimately be collected, we will recognize revenues ratably over the term of patients’ use of Optune and approved future delivery systems.
Our reported revenues are driven by commercial demand factors, including the number of prescription orders received, the number of active patients on therapy, the actual reimbursement rates and payment practices of private and governmental payers. We depend on third-party payers to provide reimbursement in most instances, and as such we dedicate substantial efforts toward obtaining coverage and pursuing contracts with third-party payers. See “Our business—Billing and reimbursement” for more information regarding our reimbursement and coverage activities.
Cost of revenues
We contract with third-party manufacturers that manufacture our TTFields delivery systems. Our cost of revenues is primarily comprised of the following:
 
•	 	cost of the disposable transducer arrays purchased from third-party manufacturers;	
 
•	 	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.	
The cost of revenues reported for the years ended December 31, 2013 and 2014 and the six months ended June 30, 2014 and 2015 reflects costs incurred for patients receiving TTFields treatment in the period. Revenue recognized in any period includes collections from amounts billed primarily in prior periods and, to a lesser extent, in the current period. Gross margin as a percentage of revenues is also affected by the timing of revenue recognition based on cash collections, which often result in costs being incurred in one period that relate to revenues recognized in a later period.
 
58

Table of Contents
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. We expect personnel costs to continue to increase as we hire new employees to continue to grow our business.
Research, development and clinical trials
Our research, development and clinical trials activity is focused on advancing TTFields through clinical trials across multiple solid tumor types and improving our delivery systems. Research, development and clinical trials costs, including direct and allocated expenses, are expensed as incurred and consist primarily of the following:
 
•	 	personnel costs (including share-based compensation) for those employees involved in our research, development, clinical trial, regulatory and medical affairs activities;	
 
•	 	costs to conduct research, development and clinical trial activity through agreements with contract research organizations and other third parties;	
 
•	 	facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of leasehold improvements and equipment and laboratory and other supplies;	
 
•	 	manufacturing expense associated with TTFields delivery systems, including durable components and disposable arrays, utilized in clinical trials and other research; and	
 
•	 	professional fees related to regulatory approvals and conformity assessment procedures.	
We have incurred significant expenditures related to conducting clinical studies to develop TTFields in multiple solid tumor indications. The following table summarizes our principal clinical programs for TTFields for the years ended December 31, 2013 and 2014 and the six months ended June 30, 2014 and 2015:

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
(in thousands)	  	2013	 	  	2014	 	  	        2014	 	  	        2015	 	
 	  	 	 	
Personnel costs	  	$	12,176	  	  	$	13,443	  	  	$	6,394	  	  	$	7,097	  	
General research and development	  	 	8,384	  	  	 	12,199	  	  	 	4,199	  	  	 	6,909	  	
Materials	  	 	6,224	  	  	 	5,397	  	  	 	3,640	  	  	 	3,129	  	
Newly diagnosed GBM	  	 	7,677	  	  	 	8,415	  	  	 	5,137	  	  	 	4,899	  	
Brain metastases	  	 	181	  	  	 	157	  	  	 	107	  	  	 	126	  	
Pancreatic cancer	  	 	155	  	  	 	292	  	  	 	183	  	  	 	216	  	
Ovarian cancer	  	 	—	  	  	 	223	  	  	 	129	  	  	 	111	  	
Mesothelioma	  	 	—	  	  	 	255	  	  	 	126	  	  	 	205	  	
	  	 	 	 	
Research, development and clinical trials	  	$	34,797	  	  	$	40,381	  	  	$	19,915	  	  	$	22,692	  	
 	 	
Personnel costs include all pre-clinical, clinical and other research and development company personnel. General research and development costs include costs related to pre-clinical, engineering, regulatory, intellectual property, advisors and subcontractors, travel and other. Materials include the costs of all equipment, arrays and other disposables for use in the clinical trials. Clinical trial costs in these periods include contract research organization services, data managing services, clinic and lab costs, as well as clinical sites costs.
 
59

Table of Contents
We expect our research and development expenses to increase in absolute dollars as we continue to advance TTFields and develop new delivery systems to address current and possible future indications. We are in different stages in clinical programs evaluating TTFields as a treatment for brain metastases, NSCLC, pancreatic cancer, ovarian cancer and mesothelioma. We also expect to continue or begin a number of significant clinical programs in the future for other solid tumor indications.
Sales and marketing
Sales and marketing expenses consist primarily of personnel costs (including share-based compensation), travel expenses, marketing and promotional activities, and facilities costs. Over the next few years, we expect to continue to make significant expenditures associated with selling and marketing our delivery systems, primarily in connection with the continued commercialization of Optune in the United States, Europe and Japan for the treatment of our approved indications.
General and administrative
General and administrative expenses consist primarily of personnel costs, professional fees and facilities costs. General and administrative personnel costs (including share-based compensation) include our executive, finance, human resources and legal functions. These costs also include our contributions to support industry and patient groups. Our professional fees consist primarily of accounting, legal and other consulting costs. We expect that general and administrative expenses will increase in absolute dollars to support our growth. In addition, following the consummation of this offering, we expect to incur significant additional legal and accounting costs related to compliance with SEC rules and regulations, including the additional costs of achieving and maintaining compliance with Section 404 of the Sarbanes-Oxley Act and compliance with NASDAQ rules, as well as additional insurance, investor relations and other costs associated with being a public company.
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 functional 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.
Income taxes
Our income taxes for the years ended December 31, 2013 and 2014 and the six months ended June 30, 2014 and 2015 are primarily due to statutory tax liabilities incurred by our subsidiaries.
Critical accounting policies and estimates
In accordance with U.S. 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 are described below.
 
60

Table of Contents
Revenue recognition
The TTFields delivery system, currently marketed for recurrent GBM as Optune, is comprised of two main components: (1) an electric field generator and (2) transducer arrays and related accessories that are disposable supplies to the device, or the transducer arrays. We retain title to the electric field generator, and the patient is provided replacement transducer arrays for the device during the term of treatment. The electric field generator and transducer arrays are always supplied and function together and are not sold on a standalone basis.
Revenues are recognized when persuasive evidence of an arrangement exists, delivery of the electric field generator and transducer arrays has occurred, the price is fixed or determinable and collectability is reasonably assured. The evidence of an arrangement generally consists of a prescription, a patient service agreement and the verification of eligibility and insurance with the patient’s third-party insurance company. We generally bill third-party payers a monthly rental fee for use of Optune by patients. As such, we take assignment of the benefit and risk of collection from the third-party payer. Patients often have out-of-pocket costs for the amount not covered by their third-party payer and we bill the patient directly for the amounts of their co-pays and deductibles subject to our patient assistance programs.
For the reported periods, all revenues were recognized when cash was collected as the price is not fixed or determinable and the collectability cannot be reasonably assured. The price is not fixed or determinable since we do not have sufficient history with third-party payers to reliably estimate their individual payment patterns and as such cannot reliably estimate the amount that would be ultimately collected. Once sufficient history is established and we can demonstrate that we can reliably estimate the amounts that would be ultimately collected per third-party payer or payer group and the above criteria are met, we will recognize revenues ratably over the term of the patient’s use of Optune.
Revenues are presented net of indirect taxes incurred in the reported period, including the U.S. medical device excise tax and sales tax, regardless of whether the revenues associated with those taxes are reported on a cash basis.
Share-based compensation
Under the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 718, Compensation—Stock Compensation, we measure and recognize compensation expense for share options granted to our employees and directors based on the fair value of the awards on the date of grant. The fair value of share options is estimated at the date of grant using the Black-Scholes option pricing model that requires management to apply judgment and make estimates, including:
 
•	 	the fair value of our ordinary shares on the date of grant determined as discussed below;	
 
•	 	the expected term of the stock option award, which we calculate using the simplified method, in accordance with ASC No.718-10-S99-1 (SAB No. 110) as we have insufficient historical information regarding our stock options to provide a basis for an estimate;	
 
•	 	the expected share price volatility of our underlying ordinary shares, which we estimate based on the historical volatility of a representative group of publicly traded biopharmaceutical and medical technology companies with similar characteristics to us;	
 
•	 	the risk-free interest rate, which we base on the yield curve of U.S. Treasury securities with periods commensurate with the expected term of the options being valued; and	
 
•	 	the expected dividend yield, which we estimate to be zero based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends.	
 
61

Table of Contents
We recognize share-based compensation costs only for those shares expected to vest over the requisite vesting period of the award, which is generally the option vesting term of four years, using the accelerated method. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Our forfeiture rate is based on an analysis of our actual forfeitures since the adoption of our 2003 Share Option Plan.
The table below summarizes the assumptions that were used to estimate the fair value of the options granted to employees during the periods presented:

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
   	  	2013	 	  	2014	 	  	2014	 	  	2015	 	
Expected term (years)	  	 	6.25	  	  	 	6.25	  	  	 	6.25	  	  	 	6.25	  	
Expected volatility	  	 	70.4%-75.9%	  	  	 	73.1%-75.3%	  	  	 	75.1%-75.3%	  	  	 	62.5%-65.8%	  	
Risk-free interest rate	  	 	1.4%-2.0%	  	  	 	1.9%-2.3%	  	  	 	2.1%-2.3%	  	  	 	1.8%-1.9%	  	
Dividend yield	  	 	0%	  	  	 	0%	  	  	 	0%	  	  	 	0%	  	
 	 	
We incurred share-based compensation expense of $5.1 million, $4.6 million, $2.1 million and $4.4 million during the years ended December 31, 2013 and 2014 and the six months ended June 30, 2014 and 2015, respectively. As of June 30, 2015, we have unrecognized compensation expense of $16.7 million, which is expected to be recognized over a weighted average period of approximately 3.40 years. We expect to continue to grant share options in the future, and to the extent that we do, our recognized share-based compensation expense will likely increase.
If any of the assumptions used in the Black-Scholes option pricing model change significantly, share-based compensation for future awards may differ materially from the awards granted previously.
Our management and board of directors determined the fair value of our ordinary shares based on a number of objective and subjective factors consistent with the methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , or the AICPA Guide. These factors included the hiring of key personnel, contemporaneous third-party valuations of our ordinary shares, our financial condition and prospects as of such date, the status of our research and development efforts, the public trading price of comparable companies for the March 5, 2015 grant, the lack of marketability of our ordinary shares as a private company, risk factors relevant to our business, capital markets conditions generally and the prices of our preferred shares sold to investors in arm’s-length transactions, and the rights, preferences and privileges of our preferred shares relative to our ordinary shares.
 
62

Table of Contents
The per share estimated fair value of ordinary shares in the table below represents the determination of the fair value of our ordinary shares as of the date of grant, taking into consideration the various objective and subjective factors described above. The following table presents the grant dates and related exercise prices of stock options granted to employees and consultants from January 1, 2013 through June 30, 2015:

Grant date	  	Options granted	 	  	Exercise price	 	  	Fair value per
ordinary share	 	
 	 	
February 20, 2013	  	 	669,050	  	  	$	7.03	  	  	$	7.03	  	
July 24, 2013	  	 	180,923	  	  	 	7.04	  	  	 	7.04	  	
October 23, 2013	  	 	193,935	  	  	 	7.28	  	  	 	7.28	  	
February 26, 2014	  	 	511,460	  	  	 	7.48	  	  	 	7.48	  	
April 23, 2014	  	 	136,281	  	  	 	7.52	  	  	 	7.52	  	
August 3, 2014	  	 	73,908	  	  	 	7.58	  	  	 	7.58	  	
October 22, 2014	  	 	438,148	  	  	 	7.73	  	  	 	7.73	  	
March 5, 2015	  	 	1,637,887	  	  	 	14.37	  	  	 	14.37	  	
April 22, 2015	  	 	158,752	  	  	 	15.60	  	  	 	15.60	  	
 	 	
Following completion of this offering and so long as our ordinary shares are publicly traded in a liquid market, we will rely on the daily trading price of our ordinary shares when we estimate the fair value of options granted.
Long-lived assets
Property and equipment and field equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the relevant asset. We make estimates of the useful life of our property and equipment and field equipment, based on similar assets purchased in the past and our historical experience with such similar assets, in order to determine the depreciation expense to be recorded for each reporting period.
Our field equipment consists of equipment being utilized under rental agreements accounted for on a monthly basis as an operating lease, as well as service pool equipment. Service pool equipment is equipment owned and maintained by us that is swapped for equipment that needs repair or maintenance by us while being used by a patient. We record a provision for any excess, lost or damaged equipment when warranted based on an assessment of the equipment.
We assess impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is impaired or the estimated useful life is no longer appropriate. Circumstances such as changes in technology or in the way an asset is being used may trigger an impairment review.
Inventories
Inventories are stated at the lower of cost or market. We regularly evaluate the ability to realize the value of inventory. If actual demand for our delivery systems declines or market conditions are less favorable than those projected, inventory write-offs may be required.
Income taxes
As part of the process of preparing our consolidated financial statements, we are required to calculate our income taxes based on taxable income by jurisdiction. We make certain estimates and judgments in determining our income taxes, including valuation of our uncertain tax positions, for financial statement purposes. Significant changes to these estimates may result in an increase or decrease to our tax provision in the subsequent period when such a change in estimate occurs.
 
63

Table of Contents
Uncertain tax positions are based on estimates and assumptions that have been deemed reasonable by management. Our estimates of unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes.
Results of operations
The consolidated statement of operations data for the years ended December 31, 2013 and 2014 and the consolidated balance sheet data as of December 31, 2013 and 2014 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the six months ended June 30, 2014 and 2015 and the consolidated balance sheet data as of June 30, 2015 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that should be expected in the future, and our interim results are not necessarily indicative of results that should be expected for the full year.

   	  	Year ended December 31,	 	    	Six months ended June 30,	 	
(in thousands)	  	2013	 	 	2014	 	    	2014	 	  	2015	 	
Net revenues	  	$	10,359	  	 	$	15,490	  	    	$	7,315	  	  	$	11,751	  	
Cost of revenues	  	 	7,013	  	 	 	10,036	  	    	 	4,820	  	  	 	8,647	  	
	  	 	 	 	
Gross profit	  	 	3,346	  	 	 	5,454	  	    	 	2,495	  	  	 	3,104	  	

Operating costs and expenses:	  				 				    				  				
Research, development and clinical trials	  	 	34,797	  	 	 	40,381	  	    	 	19,915	  	  	 	22,692	  	
Sales and marketing	  	 	16,406	  	 	 	21,177	  	    	 	11,055	  	  	 	15,221	  	
General and administrative	  	 	16,602	  	 	 	24,052	  	    	 	10,767	  	  	 	14,343	  	
	  	 	 	 	    	 	 	 	  	 	 	 	
Total operating costs and expenses	  	 	67,805	  	 	 	85,610	  	    	 	41,737	  	  	 	52,256	  	
	  	 	 	 	    	 	 	 	  	 	 	 	
Operating loss	  	 	(64,459	) 	 	 	(80,156	) 	    	 	(39,242)	  	  	 	(49,152)	  	
Financial expenses, net	  	 	12,558	  	 	 	144	  	    	 	38	  	  	 	1,467	  	
	  	 	 	 	    	 	 	 	  	 	 	 	
Loss before income taxes	  	 	(77,017	) 	 	 	(80,300	) 	    	 	(39,280)	  	  	 	(50,619)	  	
Income taxes	  	 	353	  	 	 	382	  	    	 	166	  	  	 	2,011	  	
	  	 	 	 	    	 	 	 	  	 	 	 	
Net loss	  	$	(77,370	) 	 	$	(80,682	) 	    	$	(39,446)	  	  	$	(52,630)	  	
 	 	
The following table includes certain commercial patient operating statistics for and as of the end of the periods presented.

Operating statistics	  	Year ended December 31,	 	  	Six months ended June 30,	 	
 	  	    2013	 	  	    2014	 	  	2014	 	  	2015	 	
 	 	
Prescriptions received in period(1)	  	 	510	  	  	 	707	  	  	 	298	  	  	 	865	  	
Active patients at period end(2)	  	 	184	  	  	 	225	  	  	 	172	  	  	 	425	  	

(1)	 	A “prescription received” is a commercial order for Optune that is received from a physician certified to treat patients with TTFields therapy for a patient not previously on TTFields therapy. Orders to renew or extend treatment are not included in this total. In the future, we may have regulatory approvals and commercial programs for multiple clinical indications, at which time we will recognize a commercial order as a prescription for the same patient for each clinical indication treated. For example, in the future, a patient may have a prescription for the treatment of lung cancer and a prescription for the treatment of brain metastases from the lung cancer.	
 
64

Table of Contents

(2)	 	An “active patient” is a patient who is on TTFields therapy 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.	
Six months ended June 30, 2015 compared to six months ended June 30, 2014

   	  	Six months ended
June 30,	 	  	   	 	  	   	 	
(in thousands, except % change)	  	2014	 	  	2015	 	  	Change	 	  	% Change	 	
Net revenues	  	$	7,315	  	  	$	11,751	  	  	$	4,436	  	  	 	61%	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net revenues .    Net revenues increased by $4.4 million, or 61%, to $11.8 million for the six months ended June 30, 2015 from $7.3 million for the six months ended June 30, 2014. The increase was primarily due to an increase of $3.9 million in U.S. commercial sales of Optune, driven in part by the increased marketing efforts in the United States for recurrent GBM and in part by the announcement of the EF-14 interim results in November 2014, which we believe led to more sales of Optune for recurrent GBM, and to an increase of $0.5 million in commercial sales of Optune in our currently active markets in Europe.
Cost of revenues .    Our cost of revenues increased by $3.8 million, or 79%, to $8.6 million for the six months ended June 30, 2015 from $4.8 million for the six months ended June 30, 2014. The increase was due to the increased volume of Optune shipments to commercial patients, comprised of $2.6 million in the cost of transducer arrays shipped to patients mainly in the United States, $1.0 million in personnel, facility and other costs and $0.2 million in field equipment depreciation expense. The personnel, facility and other costs reported for the six months ended June 30, 2015 were driven by our efforts to establish the staff and facility organization necessary to support our commercialization efforts.

   	  	Six months ended June 30,	 	  	   	 	  	   	 	
(in thousands, except % change)	  	2014	 	  	2015	 	  	Change	 	  	% Change	 	
Research, development and clinical trials	  	$	19,915	  	  	$	22,692	  	  	$	2,777	  	  	 	14%	  	
Sales and marketing	  	 	11,055	  	  	 	15,221	  	  	 	4,166	  	  	 	38%	  	
General and administrative	  	 	10,767	  	  	 	14,343	  	  	 	3,576	  	  	 	33%	  	
	  	 	 	 	  				
	  	$	41,737	  	  	$	52,256	  	  	$	10,519	  	  	 	25%	  	
 	 	
Research , development and clinical trials expenses .    Research, development and clinical trials expenses increased by $2.8 million, or 14%, to $22.7 million in the six months ended June 30, 2015 from $19.9 million for the six months ended June 30, 2014. The change was primarily due to an increase of $0.7 million in personnel costs (including share-based compensation) due to increased headcount related to the expansion of research and development activity for possible future indications, an increase of $1.3 million in facility and other expenses and an increase of $0.6 million in clinical trials and engineering related to the second generation of Optune.
Sales and marketing expenses .    Sales and marketing expenses increased by $4.1 million, or 38%, to $15.2 million for the six months ended June 30, 2015 from $11.1 million for the six months ended June 30, 2014. The change was due to an increase of $2.4 million in advertising and other marketing expenses, an increase of $1.3 million for increased headcount to support marketing activities and an increase of $0.4 million related to facility, freight and travel expenses.
General and administrative expenses .    General and administrative expenses increased by $3.6 million, or 33%, to $14.3 million for the six months ended June 30, 2015 from $10.7 million for the six months ended June 30, 2014. The change was primarily due to an increase of $2.3 million in personnel costs due to increased
 
65

Table of Contents
headcount (including $1.1 million of share-based compensation expense) to support the growth and operation of our business, an increase of $0.7 million for costs of professional services relating to the implementation of our new SAP ERP system and legal services, and an increase of $0.6 million in facilities and travel costs.
Financial expenses, net .    Financial expenses, net increased by $1.4 million to $1.5 million for the six months ended June 30, 2015, primarily due to the interest expense, including amortization expense of the discount and deferred issuance costs, related to our Term Loan Credit Facility entered into in January 2015.

   	  	Six months
ended  June 30,	 	  	   	 	
(in thousands, except % change)	  	2014	 	  	2015	 	  	Change	 	  	% Change	 	
Income taxes	  	$	166	  	  	$	2,011	  	  	$	1,845	  	  	 	1,111%	  	
 	 	
Income taxes.     Income taxes increased by $1.9 million to $2 million for the six months ended June 30, 2015. The change was primarily attributable to an increase in the statutory tax provision related to Switzerland of $1.7 million.
Year ended December 31, 2014 compared to year ended December 31, 2013

   	  	Year ended December 31,	 	  	   	 	  	   	 	
(in thousands, except % change)	  	2013	 	  	2014	 	  	Change	 	  	% Change	 	
Net revenues	  	$	10,359	  	  	$	15,490	  	  	$	5,131	  	  	 	50%	  	
 	 	
Net revenues.     Net revenues increased by $5.1 million, or 50%, to $15.5 million for the year ended December 31, 2014 from $10.4 million for the year ended December 31, 2013. The increase was primarily due to an increase of $4.7 million in U.S. commercial sales of Optune, driven in part by the increased marketing efforts in the United States for recurrent GBM and in part by the announcement of the EF-14 interim results in November 2014, which we believe led to more sales of Optune for recurrent GBM, and to an increase of $0.4 million in commercial sales of Optune in our currently active markets in Europe.
Cost of revenues.     Our cost of revenues increased by $3.0 million, or 43%, to $10.0 million for the year ended December 31, 2014 from $7.0 million for the year ended December 31, 2013. The increase was primarily due to an increase of $1.8 million in transducer arrays shipped to U.S. commercial patients, an increase of $0.3 million in transducer arrays shipped to patients in Europe, an increase of $0.4 million for field equipment depreciation and increased personnel costs of $0.5 million associated with new employees.

   	  	Year ended December 31,	 	  	   	 	
(in thousands, except % change)	  	2013	 	  	2014	 	  	Change	 	  	% Change	 	
Research, development and clinical trials	  	$	34,797	  	  	$	40,381	  	  	$	5,584	  	  	 	16%	  	
Sales and marketing	  	 	16,406	  	  	 	21,177	  	  	 	4,771	  	  	 	29%	  	
General and administrative	  	 	16,602	  	  	 	24,052	  	  	 	7,450	  	  	 	45%	  	
	  	 	 	 	  				
	  	$	67,805	  	  	$	85,610	  	  	$	17,805	  	  	 	26%	  	
 	 	
Research, development and clinical trials expenses.     Research, development and clinical trials expenses increased by $5.6 million, or 16%, to $40.4 million for the year ended December 31, 2014 from $34.8 million for the year ended December 31, 2013. The change is primarily due to an increase in clinical trials expenses of $3.5 million mainly related to EF-14, an increase of $1.3 million of personnel costs (including share-based compensation), and an increase of $0.4 million for regulatory expenses related to the preparation of approval applications to the Japanese Ministry of Health, Labor and Welfare for the treatment of recurrent GBM and the FDA in the United States for the treatment of newly diagnosed GBM. In addition, there was $0.4 million increase in facility expenses.
 
66

Table of Contents
Sales and marketing expenses .    Sales and marketing expenses increased by $4.8 million, or 29%, to $21.2 million for the year ended December 31, 2014 from $16.4 million for the year ended December 31, 2013. The increase was driven by an increase of $3.2 million of personnel costs (including share-based compensation), an increase of $0.7 million in advertising and other marketing expenses and a $0.9 million increase related to facility, freight and travel expenses.
General and administrative expenses .    General and administrative expenses increased by $7.5 million, or 45%, to $24.1 million for the year ended December 31, 2014 from $16.6 million for the year ended December 31, 2013. The increase was primarily related to an increase in personnel costs of $3.0 million due to increased headcount to support the growth and operation of our business, an increase of $1.3 million for costs of professional services relating to the implementation of our new SAP ERP system and legal services, and an increase of $1.0 million related to facility and travel costs. In addition, there was an expense related to a provision for settlement with the Technion of $1.9 million.
Financial expenses, net.     Financial expenses, net decreased by $12.4 million, or 98%, to $0.1 million for the year ended December 31, 2014 from $12.6 million for the year ended December 31, 2013. The change was primarily due to repayment of an outstanding $52.0 million principal amount loan at the end of 2013, which contributed $12.5 million to the 2013 financial expenses.

   	  	Year ended December 31,	 	  	   	 	
(in thousands, except % change)	  	2013	 	  	2014	 	  	Change	 	  	% Change	 	
Income taxes	  	$	 353	  	  	$	382	  	  	$	29	  	  	 	8%	  	
 	 	
Income taxes .    Income taxes did not significantly change from 2014 as compared to 2013. The minor change was primarily attributable to an increase in our provision for current taxes in Switzerland offset by a decrease in provision for unrecognized tax benefits.
Liquidity and capital resources
We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. As of June 30, 2015, we had an accumulated deficit of $329.1 million. We expect to continue to incur losses until our delivery systems achieve market acceptance. To date, we have primarily financed our operations through the issuance and sale of our convertible preferred shares and the proceeds from long-term loans. As of June 30, 2015, we had received a total of $454.3 million from the sale of 62,744,517 of our convertible preferred shares, including the sale of 4,068,500 shares of Series J convertible preferred stock in June 2015 for net proceeds of $94.6 million, all of which are authorized, issued and outstanding and will convert to our ordinary shares in connection with the consummation of this offering after giving effect to a 5.913-for-1 stock split effected on September 16, 2015.
As of December 31, 2014 and June 30, 2015, we had $102.6 million and $163.5 million, respectively, of cash and cash equivalents, including short-term investments of $45.0 million and $57.0 million, respectively. In 2013, we raised $194.2 million through the issuance of our Series I convertible preferred shares. In January 2015, we entered into the Loan and Security Agreement dated as of January 7, 2015, between us, as borrower, and Biopharma Secured Investments III Holdings Cayman LP, as lender, or the Term Loan Credit Facility, for up to $100.0 million, of which we drew $25.0 million on entering into the facility. In June 2015, we raised $94.6 million through the issuance of our Series J convertible preferred shares. We believe our cash and cash equivalents as of June 30, 2015, together with the net proceeds of this offering and availability under our Term Loan Credit Facility, 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 expect that our research, development and clinical trials expenses, sales and marketing expenses and general and
 
67

Table of Contents
administrative expenses will continue to increase over the next several years. As a result, we may need to raise additional capital subsequent to this offering to fund our operations.
The following summary of our cash flows for the periods indicated has been derived from our consolidated financial statements, which are included elsewhere in this prospectus:

   	  	Year ended December 31,	 	 	Six months ended June 30,	 	
(in thousands)	  	2013	 	 	2014	 	 	2014	 	 	2015	 	
Net cash used in operating activities	  	$	(52,717	) 	 	$	(74,244	) 	 	$	(38,629	) 	 	$	(51,657	) 	
Net cash provided by (used in) investing activities	  	 	10,402	  	 	 	(46,182	) 	 	 	(69,001	) 	 	 	(16,622	) 	
Net cash provided by financing activities	  	 	183,318	  	 	 	2,145	  	 	 	24	  	 	 	117,174	  	
	  	 	 	 	
Net increase (decrease) in cash and cash equivalents	  	$	141,003	  	 	$	(118,281	) 	 	$	(107,606	) 	 	$	48,895	  	
 	 	
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 depreciation, share-based compensation and accrued interest. Operating cash flows are also impacted by changes in operating assets and liabilities, principally inventories, prepaid expenses, trade payables and accrued expenses.
Net cash used in operating activities was $51.7 million for the six months ended June 30, 2015, as compared to $38.6 million for the six months ended June 30, 2014, reflecting a net loss of $52.6 million, and a change of $5.5 million in our net operating assets and liabilities offset by non-cash charges of $6.4 million.
The change in our net operating assets and liabilities was primarily the result of an increase in our inventories of $5.1 million necessary to meet anticipated demand, an increase in other receivables of $3.0 million and a decrease of $0.8 million in other long-term liabilities, offset by an increase in trade payables of $3.1 million and other payables of $0.5 million. Non-cash charges included $4.4 million of share-based compensation, $1.1 million of depreciation and $0.7 million of interest related to our Term Loan Credit Facility.
Net cash used in operating activities was $74.2 million in 2014, reflecting a net loss of $80.7 million, offset by non-cash charges of $6.6 million and a change of $0.1 million in our net operating assets and liabilities. The change in our net operating assets and liabilities was the result of an increase in receivables and prepaid expenses of $1.2 million, a decrease of $0.5 million in trade payables and an increase in inventory of $1.6 million primarily due to commercial sales in the United States, offset by an increase in other payables of $2.3 million and an increase in other long-term liabilities of $0.8 million. Non-cash charges included $4.6 million of share-based compensation and $2.0 million of depreciation.
Net cash used in operating activities was $52.7 million in 2013, reflecting a net loss of $77.4 million, offset by non-cash charges of $17.7 million and a change of $7.0 million in our net operating assets and liabilities. The change in our net operating assets and liabilities was primarily the result of an increase in trade payables of $5.7 million due to increased activity, an increase in other payables of $3.0 million, a decrease in inventory of $1.5 million and an increase in other long-term liabilities of $0.3 million, offset by an increase in our receivables and prepaid expenses of $3.6 million. Non-cash charges included $5.1 million of share-based compensation, $1.2 million of depreciation, accrued interest of $6.0 million related to a long-term loan and $5.4 million in related amortization expenses.
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 provided by investing activities was $16.6 million in the six months ended June 30, 2015 attributable to our receipt of $47.0 million from the maturity of short-term investments, offset by the purchase of new short-
 
68

Table of Contents
term investments of $59.0 million, purchases of $2.4 million of property and equipment and purchases of $2.2 million of field equipment. Net cash used in investing activities for the same period in 2014 was $69.0 million, attributable to the purchase of $69.0 million of short-term investments. In 2014, purchases of property and equipment of $0.3 million and purchases of field equipment of $0.7 million was offset by a decrease in restricted cash of $1.0 million.
Net cash used in investing activities was $46.2 million in 2014 attributable to our receipt of $93.0 million from the maturity of short-term investments and a decrease of $1.1 million of restricted cash, offset by the purchase of short-term investments of $138.0 million and the purchase of $0.8 million of property and equipment and $1.5 million of field equipment.
Net cash provided by investing activities in 2013 was $10.4 million attributable to proceeds from redemption of bank deposits of $15.0 million, offset by the purchase of property and equipment of $2.2 million, the purchase of field equipment of $1.4 million and an increase in restricted cash of $1.0 million.
Financing activities
To date, our primary financing activities have been the sale of our convertible preferred shares and the proceeds from long-term loans.
Net cash provided by financing activities was $117.2 million for the six months ended June 30, 2015, attributable to the net proceeds from the issuance of Series J preferred shares of $94.6 million and borrowings under our Term Loan Credit Facility of $22.9 million offset by deferred IPO costs of $0.3 million, compared to $0.1 million in the same period of 2014, attributable to a long-term loan.
Net cash provided by financing activities was $2.1 million in 2014, attributable to net proceeds received from the exercise of options. Net cash provided by financing activities was $183.3 million in 2013 attributable mainly to proceeds from the issuance of our Series I preferred shares of $191.7 million and proceeds from a long-term loan of $49.6 million, offset by the repayment of the long-term loan (including interest) of $58.0 million.
Term Loan Credit Facility
Our material outstanding indebtedness consists of our Term Loan Credit Facility, which provides for up to $100.0 million of borrowings in up to four draws, the first of which was made on January 30, 2015 in the amount of $25.0 million. Interest on the outstanding loan is 10% annually, payable quarterly in arrears. As of June 30, 2015, the aggregate principal balance of amounts outstanding under the Term Loan Credit Facility was approximately $25.0 million. The commitments made by the lender to make additional term loans terminate on June 30, 2016. We may prepay the term loans, in whole, at any time, and must prepay in the event of a change of control, in each case, subject to a pay-down fee, prepayment premium and/or make-whole payment. The funding fee payable on the amount drawn on the funding date is 1.5%, the pay-down fee on all principal payments to be paid on the date such payments are made is 0.75% and the pre-payment fee if we prepay outstanding loan amounts prior to the first, second or third year from the initial funding date is 3.0%, 2.0% or 1.0%, respectively.
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 has a minimum liquidity covenant, which is tested quarterly. In addition, we must meet certain pro forma net sales requirements. The Term Loan Credit Facility contains other customary covenants.
 
69

Table of Contents
Contractual obligations and commitments
The following summarizes our significant contractual obligations as of December 31, 2014:

   	  	Payments due by period	 	  	   	 	
(in thousands)	  	2015	 	  	2016	 	  	2017	 	  	2018	 	  	2019	 	  	After	 	  	Total	 	
Contractual obligations:	  				  				
Operating leases	  	$	1,620	  	  	$	1,385	  	  	$	1,241	  	  	$	937	  	  	$	801	  	  	$	1,395	  	  	$	7,379	  	
Term Loan Credit Facility(1)	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	25,188	  	  	 	25,188	  	
Other long-term loans	  	 	59	  	  	 	66	  	  	 	69	  	  	 	73	  	  	 	22	  	  	 	90	  	  	 	380	  	
Settlement agreement	  	 	2,000	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	2,000	  	

(1)	 	The Term Loan Credit Facility has a fixed per annum interest rate of 10.0%. Interest due is excluded from the table.	
The total amount of unrecognized tax benefits for uncertain tax positions was $0.3 million at December 31, 2014. Payment of these obligations would result from settlements with taxing authorities. Due to the difficulty in determining the timing of settlements, these obligations are not included in the above table. We do not expect a significant tax payment related to these obligations within the next year.
As described in “Our business—Intellectual property”, we are required to make a $1.0 million payment to the Technion with the net proceeds of this offering. In addition, we have a contingent obligation to pay the Technion an additional $5.5 million upon the earlier of our achieving $250.0 million of cumulative net sales since our inception, as defined in the Settlement Agreement, or any merger, consolidation, reorganization or sale or other disposition of all or substantially all of our assets.
We also have employment agreements with certain employees that require the funding of a specific level of payments if certain events, such as a change in control or termination without cause, occur.
In the course of normal business operations, we also have agreements with third parties to assist in the performance of our research and development (including clinical trials) and manufacturing activities. We could also enter into additional collaborative research, contract research, manufacturing and supplier agreements in the future, which may require up-front payments and even long-term commitments of cash.
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 SEC rules.
Quantitative and qualitative disclosure about market risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.
Interest rate sensitivity
Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. Our cash, cash equivalents and short-term investment accounts as of December 31, 2014 and June 30, 2015 totaled $102.6 million and $163.5 million, respectively, and consist primarily of cash, cash equivalents and short-term investments with maturities of less than one year from the date of purchase. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the
 
70

Table of Contents
United States. However, because of the short-term nature of the instruments in our portfolio, a 10% change in market interest rates would not be expected to have a material impact on our financial condition or our results of operations.
Foreign currency exchange risk
Our consolidated results of operations and cash flow are subject to fluctuations due to changes in foreign currency exchange rates. All of our revenues are generated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States and Israel. Our consolidated results of operations and cash flow are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. We do not hedge our foreign currency exchange risk.
 
71

Table of Contents
 Our business
Below is a description of our business. Please refer to the “Glossary of terms” and “Summary of completed and existing clinical trials and registry data” beginning on page 103 as you review this section.
Overview
We are a commercial-stage oncology company developing a novel, proprietary therapy called TTFields for the treatment of solid tumor cancers. TTFields is a low-toxicity anti-mitotic treatment that uses low-intensity, intermediate frequency, alternating electric fields to exert physical forces on key molecules inside cancer cells, disrupting the basic machinery necessary for normal cell division, leading to cancer cell death. Physicians have typically treated patients with solid tumors using one or a combination of three principal treatment modalities—surgery, radiation and pharmacological therapies. Despite meaningful advancements in each of these modalities, a significant unmet need to improve survival and quality of life remains. We believe we will establish TTFields as a new treatment modality for a variety of solid tumors that increases survival without significantly increasing side effects when used in combination with other cancer treatment modalities.
We received FDA approval for Optune, our first TTFields delivery system, in 2011 for use as a monotherapy treatment for adult patients with glioblastoma brain cancer, or GBM, following confirmed recurrence after chemotherapy. We have built a commercial organization and launched Optune in the United States, Germany, Switzerland and Japan, which we refer to as our currently active markets. In November 2014, our Phase 3 pivotal trial of Optune in combination with chemotherapy for patients with newly diagnosed GBM met its endpoints and was halted after a protocol pre-specified interim analysis showed significant improvements in both progression free and overall survival. In April 2015, we filed a premarket approval, or PMA, supplement application with the FDA for the treatment of newly diagnosed GBM based on our Phase 3 data and our application was granted priority review status. Upon FDA approval of Optune for newly diagnosed GBM, we believe TTFields will transform the standard of care for patients with newly diagnosed and recurrent GBM.
We have researched the biological effects of TTFields extensively. Because TTFields are delivered regionally, act only on mitotic cells and are tuned to target cancer cells of a specific size, there is minimal damage to healthy cells. We believe our pre-clinical and clinical research demonstrates that TTFields’ mechanism of action affects fundamental aspects of cell division and can have broad applicability across a variety of solid tumors. We have demonstrated in pre-clinical studies that TTFields can offer additive or synergistic benefits in combination with radiation and chemotherapy, which may lead to greater efficacy than either modality alone, without appearing to potentiate the systemic toxicities of either radiation or chemotherapy. In addition to our clinical and commercial progress in GBM, we are currently planning or conducting clinical trials evaluating the use of TTFields in brain metastases, NSCLC, pancreatic cancer, ovarian cancer and mesothelioma.
We own all commercialization rights to TTFields in oncology, and have a patent and intellectual property portfolio that, as of June 30, 2015, consists of a total of 52 issued patents, including 36 issued in the United States, as well as over 30 additional patent applications on file. We believe we will maintain exclusive rights to market TTFields for all solid tumor indications in our key markets through the life of our patents.
GBM—our first approved and commercialized indication
GBM is the most common and aggressive form of primary brain cancer. We estimate approximately 27,500 patients are diagnosed with GBM annually in the United States, the top five European Union markets and Japan. GBM has few effective treatment options at present and provides our first opportunity to transform the standard of care for a solid tumor cancer to include TTFields.
 
72

Table of Contents
We launched Optune in the United States for the treatment of recurrent GBM in 2011 and more recently in our other currently active markets. Since the majority of recurrent GBM patients are treated at large cancer centers, we built a commercial organization to focus primarily on these centers. As of the date of this prospectus, we have trained physicians in over 270 clinical centers. These trained physicians have treated over 1,600 GBM patients using Optune. 
We initiated our EF-14 Phase 3 pivotal trial in 2009 to establish TTFields for the treatment of newly diagnosed GBM. The EF-14 trial randomized 700 patients to receive either temozolomide, the established standard of care chemotherapy for newly diagnosed GBM, or TTFields in combination with temozolomide. In November 2014, a protocol pre-specified interim analysis of the first 315 patients demonstrated the trial met its powered endpoints of significant extension of both progression free survival, or PFS, and overall survival, or OS, in patients treated with TTFields in combination with temozolomide versus temozolomide alone. The interim analysis results demonstrated that:
 
•	 	the two-year survival rate among patients treated with TTFields in combination with temozolomide, in the as-treated population, was 48% compared to 32% among patients treated with temozolomide alone (p=0.0058);	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the intent-to-treat population, demonstrated a statistically significant increase in PFS compared to temozolomide alone (median PFS of 7.2 months compared to 4.0 months, hazard ratio=0.62, p=0.001); and	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the as-treated population, demonstrated a statistically significant increase in OS compared to temozolomide alone (median OS of 20.5 months compared to 15.6 months, hazard ratio=0.66, p=0.004).	
The trial’s independent data monitoring committee recommended that patients receiving temozolomide alone be allowed to cross over immediately to receive TTFields. Following FDA approval of this recommendation in December 2014, we allowed patients receiving temozolomide alone to cross over. We submitted a PMA supplement application to the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM. In May 2015, we received priority review status from the FDA. We believe that following FDA approval of Optune for newly diagnosed GBM, Optune in combination with temozolomide will transform the standard of care for the treatment of patients with newly diagnosed GBM.
Our clinical pipeline
We have performed extensive pre-clinical research on TTFields and their effects in multiple solid tumor cancers. We have gained a deep understanding of the underlying mechanism of action and the multiple pathways through which TTFields exert their effects within the dividing cancer cells. Our research shows that TTFields have an anti-mitotic effect in over 15 different solid tumor types in culture and in multiple in vivo tumor models. In vitro and in vivo studies combining TTFields with radiation or chemotherapy, in multiple tumor types, have demonstrated at least additive efficacy, or stronger efficacy than the effect of either treatment alone, and in some cases synergistic efficacy, or stronger efficacy than the sum of the effects of both treatments. An increase in cancer cell sensitivity to chemotherapy when used in combination with TTFields in the range of one to two orders of magnitude suggests additivity, while an increase in the range of three to four orders of magnitude suggests synergism. Certain in vitro experiments using TTFields have suggested both additivity and synergism when used in combination with chemotherapy, as the presence of TTFields was shown to increase cancer cell sensitivity to chemotherapy from approximately 275 times to over 1,250 times depending on the mechanism of action of the particular chemotherapy. The upper end of this range was observed in testing with taxane-based chemotherapies.
 
73

Table of Contents
We believe our success in delaying disease progression and extending survival in GBM patients, our pre-clinical data and our early clinical data in additional indications validate the potential of TTFields to become a new therapeutic modality for a variety of solid tumors. We have developed a pipeline strategy to advance TTFields through Phase 2 pilot and Phase 3 pivotal clinical trials across multiple solid tumor types, and anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields for additional solid tumor indications.

Our competitive advantages
We believe our key competitive advantages are:
 
•	 	Significant market potential addressable via a broadly applicable mechanism of action .     Based on our pre-clinical research and clinical experience to date, we believe the anti-mitotic mechanism of action of TTFields is broadly applicable to a variety of solid tumors with an annual incidence of approximately 1.1 million people in the United States alone. Currently, we have ongoing and completed clinical trials for indications with an incidence of approximately 350,000 people annually in the United States. We believe that the global incident population of target solid tumors provides us with significant additional commercial opportunities.	
 
•	 	Immediate commercial opportunity for optune in GBM .     We are currently marketing Optune for the treatment of recurrent GBM in the United States and our other currently active markets. We have applied for FDA approval for the treatment of newly diagnosed GBM based on the results of our successful EF-14 Phase 3 clinical trial. Upon approval, we will begin marketing Optune as a treatment for newly diagnosed GBM, and we expect that Optune will transform the standard of care for the treatment of patients with newly diagnosed GBM.	
 
•	 	Pipeline of Phase 2 trials in five additional indications .     In addition to our GBM clinical programs, we have invested in a variety of clinical programs in other solid tumors. We have completed a Phase 2 trial in NSCLC, and are currently enrolling patients in Phase 2 trials for brain metastases, pancreatic cancer, ovarian cancer and mesothelioma. We expect to continue investing in our pipeline over time to broaden our commercial opportunity.	
 
•	 	Established commercial organization and supply chain .     We have established our commercial organization and believe we have the experience, expertise and infrastructure to scale our sales and marketing efforts in our key markets. In addition to our commercial organization, we have established a scalable supply chain.	
 
•	 	Significant barriers to entry .    We own all commercialization rights to TTFields in oncology and have a patent and intellectual property portfolio that, as of June 30, 2015, includes 52 issued patents, 36 of which are issued in the United States, as well as over 30 additional patent applications on file. We have patent protection through 2031 in the United States and through 2026 in other key markets. We believe we will	
 
74

Table of Contents

 	maintain exclusive rights to market TTFields for all solid tumor indications in our key markets for the life of our patents. In addition, even after the expiration of our U.S. patents, potential market entrants applying low-intensity, alternating electric fields to solid tumors in the United States will have to undertake their own clinical trials and PMA submissions to the FDA to demonstrate equivalence to TTFields to market a competing product.	
Our strategies for growth
Our objective is to establish TTFields as a new modality for the treatment of a variety of solid tumors. Our key strategies include the following:
 
•	 	Drive adoption of optune in GBM .    We plan to use the data from our pivotal EF-14 Phase 3 clinical trial and our commercial organization to transform the standard of care for patients with newly diagnosed and recurrent GBM and to drive adoption of Optune by physicians and patients.	
 
•	 	Expand our commercial organization .    We plan to expand our direct sales force to call on physicians who treat newly diagnosed GBM patients. We expect to further expand our commercial organization following regulatory approvals for additional indications.	
 
•	 	Advance clinical development of TTFields .    We plan to advance our clinical pipeline and evaluate other solid tumor indications that we believe can be targeted with TTFields.	
 
•	 	Evaluate the use of TTFields in combination with other solid tumor therapies .    We are supporting independent research into the optimal combinations of TTFields with radiation or pharmacological therapies to expand the population of patients who may benefit from TTFields. For example, we believe that TTFields may be combined with radiation or chemotherapy to allow for dose reductions, leading to reduced toxicity while achieving the same or better treatment outcomes.	
 
•	 	Continue to improve our TTFields delivery systems .    We plan to continue to develop and enhance our TTFields delivery systems to improve performance and to provide the optimal patient experience across a variety of approved and potential clinical indications. We intend to seek FDA approval for the second generation of Optune, which is less than half the weight and size of the current version.	
Cancer and solid tumors
Cancer is a disease characterized by unregulated growth of abnormal cells. Normal cells are preprogrammed with genetic information informing them of their function throughout the body. Cells reproduce using a process called mitosis, creating genetic copies of themselves. When normal cells become damaged, the body uses several repair processes to restore function. When normal cells cannot be repaired, they undergo a process of preprogrammed cell death, or apoptosis. Cancer cells avoid the body’s repair and apoptosis pathways and undergo uncontrolled rapid replication, which can lead to the formation of a tumor.
Today, solid tumors are typically treated using one or a combination of three principal treatment modalities—surgery, radiation and pharmacological therapies.
 
•	 	Surgery — For solid tumors, surgical excision of the primary tumor is the most frequently employed form of tumor therapy. If the tumor is detected early enough and confined to a single organ, surgery may serve to remove the entire tumor and be curative. More often, surgery is used to reduce the size of a tumor prior to the initiation of additional treatment modalities, such as radiation and pharmacological therapies.	
 
•	 	Radiation —Radiation is a non-invasive solid tumor therapy that transfers energy to tissues, causing damage to biologically important molecules such as DNA. Radiation kills tumor cells or slows their growth when	
 
75

Table of Contents

 	delivered at high doses. Radiation may be given before, during or after surgery and may also be given before, during or after other tumor treatments to shrink the tumor or to kill tumor cells that might remain. While effective in killing most solid tumors, radiation injures healthy tissues, leading to numerous potential toxic side effects, including bone marrow suppression and inflammation of the esophagus and the mucosal lining of the gastrointestinal tract. These side effects typically result in significant weakening of the patient, discomfort, nausea, vomiting and immune compromise. In the brain, the cumulative dose of radiation is limited due to long-term side effects on normal brain function, including cognitive decline and memory impairment. Advances in radiation have focused largely on limiting the exposure of healthy tissues to toxic radiation.	
 
•	 	Pharmacological therapies —Chemotherapy, one of the earliest pharmacological tumor therapies, kills rapidly proliferating tumor cells by interacting with specific molecular pathways critical to DNA replication or cell reproduction, including mitosis. Chemotherapy acts in an indiscriminate manner, killing all dividing cells, including healthy as well as tumor cells, leading to a variety of side effects. In addition, many solid tumors reside in areas of the body that have poor accessibility to systemically delivered chemotherapies. For example, in GBM, the blood-brain barrier reduces the access of chemotherapies to the tumor.	
Newer agents, such as targeted cancer therapies, are intended to block the growth and spread of cancer by interfering with specific molecules, or molecular targets, in cancer cells. Targeted therapies are designed to kill cancer cells that express the target while attempting to spare normal cells. Targeted therapies have added some benefit to the treatment of solid tumors. However, they have a significant limitation because normal cells often possess variations of the target, leading to damage to healthy tissues. Targeted therapies are often used in combination with one or more traditional chemotherapies to increase efficacy, which can lead to expanded side effects. In addition, tumor cells often develop resistance to both chemotherapies and targeted therapies through mutations, which renders these therapies less effective or ineffective over time.
More recently, immuno-oncology has emerged as a promising therapy for solid tumors. This approach aims to harness a patient’s immune system to fight solid tumors. Similar to the advancements in the development of targeted therapies for cancer, it is widely anticipated that immuno-oncologic approaches to treat solid tumors will be used in combination with existing and newer treatments to increase their overall effectiveness and overcome tumor resistance pathways.
Surgery, radiation and pharmacological therapies have been used as monotherapies or in combination to treat solid tumors for over 100 years. While significant advancements have been made to each of these treatment modalities, they still represent an imperfect solution to cancer care in terms of efficacy and side effects.
Tumor treating fields (TTFields)
TTFields consist of low-intensity, alternating electric fields that operate at intermediate frequencies, changing polarity hundreds of thousands of times a second. TTFields’ anti-mitotic mechanism of action is based on disruption of key electrically charged molecules essential to the mitotic process by which all cells divide. Interference with these key molecules leads to cell death through multiple pathways.
Cell reproduction begins with the replication of the cell’s genetic content. The cell’s DNA is copied to produce two identical copies. Following DNA replication, the cell enters mitosis, a well orchestrated series of events that lead to the formation of two identical progeny of the original reproducing cell, called daughter cells. Each of the newly formed daughter cells has all the necessary molecular and genetic content to reproduce itself.
At the early stages of mitosis, a geometrically organized set of molecular strands or ropes is formed at two opposing ends of the cell, by self-assembly of many thousands of molecules called tubulin dimers. This mitotic spindle acts as a molecular motor to move pairs of exact copies of DNA to the equator of the cell. After the DNA is organized in one plane in the middle of the cell, the mitotic spindle begins to shorten, pulling one copy of the
 
76

Table of Contents
DNA to each side of the reproducing cell. In parallel to the formation of the mitotic spindle, a circular band, known as a cytokinetic band, forms on the membrane exactly surrounding the DNA plane at the equator of the cell. The location of this band is determined by a group of molecules called septins that are guided by the cell to specific locations on the cell membrane during mitosis. Once the DNA has been pulled to the two opposing ends of the cell by the mitotic spindle, the cytokinetic band begins to contract, physically pinching the cell into an hour glass shape with a narrow bridge between the two forming cells, called the mitotic furrow. At the end of mitosis, the furrow narrows until the membrane between the two forming daughter cells is pinched apart and disconnects in a process called cytokinesis.
There are two well established physical processes that TTFields use to exert their anti-mitotic effect: alignment of large molecules with the direction of the applied field and physical displacement of molecules and organelles.

•  At early stages of mitosis, after the cell has made an exact copy of its genetic content, referred to as metaphase, the mitotic spindle is formed. The mitotic spindle acts as a group of molecular ropes that grab the two copies of the genetic content and pull each copy to an opposite side of the dividing cell. These ropes are formed by self-assembly of many thousands of identical molecules called tubulin dimers. Electrically, tubulin dimers have one highly positive end and one highly negative end. When TTFields are activated, the intracellular environment experiences a uniform electric field and tubulin dimers align with the field instead of with the mitotic spindle. This in turn does not allow the spindle to form properly, and the cells often cannot complete the division process. Cells that cannot complete division and remain arrested in mitosis will ultimately undergo programed cell death, known as apoptosis. In addition, the fact that the mitotic spindle does not form properly leads to improper separation of the two copies of the genetic content into two groups. If these cells do complete mitosis and split into two daughter cells, the genetic content may no longer be evenly divided between the daughter cells. The resulting daughter cells with incomplete genetic content can no longer replicate and will eventually die.	  	
The application of TTFields to the cell
during metaphase aligns the tubulin
dimers in the direction of the fields,
disrupting the formation of the mitotic
spindle, and leads to arrested mitosis and
subsequent apoptosis	
		
•  In order for the cell to split physically into two cells at the later stages of mitosis, referred to as anaphase, a cytokinetic band forms on the cell surface or membrane. This cytokinetic band must be placed exactly at the equator of the cell, so that when it contracts it will pinch the membrane into two identical daughter cells, each containing one exact copy of the same genetic material. The precise localization of this band depends on septins, which signal its location on the cell surface. Septins, like tubulin dimers, have one negative and one positive end, making them a target for TTFields. By rotating septins and aligning them in the direction of the field, TTFields lead to improper localization of the cytokinetic band, so that when the cell enters cytokinesis and the band receives a signal to contract, the cell is now torn into multiple small bubbles, or blebbing, instead of two equally sized daughter cells, leading to cell death.	  	
The application of TTFields to the cell
during anaphase aligns septins in the
direction of the fields, leading to
improper formation of the cytokinetic
band and subsequent membrane blebbing	
 
77

Table of Contents

•  In cells that successfully proceed through the above-described stages of mitosis, the hourglass shape that forms when the cytokinetic band contracts at the cell equator causes the cell to experience a non-uniform electric field. In a non-uniform electric field many macromolecules and intracellular organelles experience electric forces pushing them toward the area of higher field intensity. During cytokinesis, the field intensity is highest at the center of the cell where the membrane is pinching off into two daughter cells, an area called the mitotic furrow. TTFields concentrate macromolecules and organelles toward the mitotic furrow, leading to structural disruption and cell death.	  	
The application of TTFields to the cell
during anaphase and telophase, or
cytokinesis, pushes charged and polar
subcellular structures towards the
mitotic furrow between the dividing
cells, leading to cell destruction	
The intensity of the electric field within the cell depends on the frequency of the applied TTFields. Optimal tuning of field frequency to the specific cell type increases electric field intensity and non-uniformity within the cell, maximizing TTFields’ anti-mitotic effect. Pre-clinical data has shown that TTFields’ effects on different tumor cells are specific to the frequency of the electrical field. The optimal frequency for each cell type is dictated by physical properties of the cell, including cell size (which is inversely related to the optimal frequency), membrane thickness, resistance and capacitance. Tumor cells are typically a different size than the normal surrounding cells and may also exhibit other differences in membrane properties. We believe that the ability to frequency tune TTFields is a significant factor in our ability to deliver treatment to the solid tumor site without harming surrounding tissue and normal cell growth.
TTFields delivery
A TTFields delivery system includes a portable electric field generator, transducer arrays, rechargeable batteries and accessories. The electric fields are delivered through the non-invasive, insulated transducer arrays that are placed directly on the skin in the region surrounding the tumor. The therapy is designed to be delivered continuously throughout the day and night.
The portable field generator is designed to allow patients to go about their daily activities while receiving continuous cancer treatment. Transducer arrays are connected to the electric field generator to deliver therapy. Transducer arrays are made of ceramic discs with a very high dielectric constant that are capable of efficient delivery of TTFields into the body and incorporate precision temperature sensors designed to ensure safety. The self-adhesive transducer arrays are placed on the skin after shaving any hair in the treatment area. The sterile, single-use transducer arrays are changed when hair growth or hydrogel dissipation reduces array adhesion to the skin, which is typically two to three times per week for our GBM patients. Each battery provides two to three hours of therapy per charge. The field generator can be run from a standard power outlet for use when the patient is sleeping or stationary. We provide the patient with a specially designed bag to carry the electric field generator and a battery.
We plan to use the same field generator technology across all solid tumor indications for which TTFields are approved. We will specifically target individual solid tumor types by tuning TTFields to the appropriate frequency based on tumor cell size and adjusting the output power to treat the required tissue volume. Our transducer arrays have been developed and are in use, either commercially or clinically, for application on the head, chest and abdomen.
TTFields penetrate the entire volume of tissue between the arrays. Unlike other forms of energy, such as radiation, the strength of the fields does not attenuate over distance. The distribution of the field within a certain part of the body depends on the exact layout of the transducer arrays and the passive electrical
 
78

Table of Contents
properties, mainly resistance, of the different tissues between them. Physicians or company personnel optimize the placement for each patient using a proprietary software package called NovoTAL, based on morphometric measurements of the patient’s anatomy according to a recent MRI scan and the location of the tumor.
Benefits of TTFields
We believe TTFields offer a number of distinct benefits that will lead to its establishment as a principal solid tumor treatment modality alongside surgery, radiation and pharmacological therapies, including:
 
•	 	Targeted effect on solid tumors .    We believe TTFields have a targeted effect on dividing solid tumor cells and limited effect on healthy tissues due to their mechanism of action and regional delivery.	
 
 	•	 	Acts only on mitotic cells.     Based on our research, TTFields do not appear to damage non-mitotic cells since the highly charged tubulin and septin proteins, which the TTFields target, are not assembled when a cell is not in mitosis. In addition, the hourglass shape of cells undergoing cytokinesis is not seen in non-dividing cells. We believe this lack of impact on non-mitotic cells is a significant factor in TTFields’ mild side effect profile as a monotherapy and the limited incremental side effects when used in combination with other cancer treatment modalities . In contrast, radiation and chemotherapy do not differentiate well between healthy cells and rapidly dividing tumor cells, causing damage to healthy tissues.	
 
 	•	 	Specific to a certain size.     TTFields are tuned to target cells of a certain size and with specific membrane properties. Healthy cells in the tissues surrounding or adjacent to a tumor often have different sizes and/or membrane properties than the tumor cells themselves, which leads us to believe that these healthy dividing cells are only minimally affected by TTFields. In contrast, while many chemotherapies also target only dividing cells, they often do not differentiate between dividing cells in healthy surrounding tissues and tumor cells, leading to side effects like hair loss, mucositis and bone marrow suppression.	
 
 	•	 	Regional delivery.     TTFields are regionally delivered to the tumor site rather than systemically delivered throughout the body. As a result, the parts of the body not covered by TTFields are generally not affected, and no systemic toxicities have been observed to date. In contrast, chemotherapy generally is systemic. As it circulates throughout the body, it does not discriminate between healthy tissues and tumors, causing systemic side effects.	
 
•	 	No known resistance or cumulative toxicity .     Radiation and pharmacological therapies have well documented toxicity and related side effects, many of which are cumulative. Physicians typically observe maximum dose limits when treating their patients, restricting the total amount of therapy given over time. Radiation in the brain leads to cognitive decline and memory impairment over time when a certain dose is exceeded. No dose-limiting cumulative toxicity has been reported with TTFields and we believe the basic mechanism of action is unlikely to result in a cumulative toxic effect. In our GBM clinical trials, where TTFields has been provided to patients for as long as 24 months, patients have not reported any detrimental effect on cognition or memory.	
 
•	 	Access to sanctuary sites .    Certain organs in the body are considered sanctuary sites, since chemotherapy does not enter these organs at sufficiently efficacious doses. For example, chemotherapy doses are limited in the brain due to the blood brain barrier and in the pancreas due to stromal effects. TTFields are not delivered through the bloodstream and can be applied to both the brain and the pancreas, overcoming this known limitation of chemotherapy.	
 
79

Table of Contents

•	 	Complementary to other treatment modalities .    We believe TTFields may be combined with existing and future treatments for many solid tumors, offering the potential for more effective, safer treatment. In our pre-clinical and clinical experience to date, TTFields do not appear to potentiate the systemic toxicities of radiation or chemotherapy when administered in combination with either treatment. Also, pre-clinical evidence has shown that the combination of TTFields with radiation or chemotherapy may lead to additive or synergistic efficacy. For example, certain in vitro experiments using TTFields have suggested both additivity and synergism when used in combination with chemotherapy, as the presence of TTFields was shown to increase cancer cell sensitivity to chemotherapy from approximately 275 times to over 1,250 times depending on the mechanism of action of the particular chemotherapy. The upper end of this range was observed in testing with taxane-based chemotherapies.	
GBM—our first approved and commercialized indication
The first indication for TTFields that we pursued was GBM, the most common form of primary brain cancer. GBM is an aggressive disease for which there are few effective treatment options. Median overall survival in newly diagnosed patients is approximately 15 months with standard therapies. We believe that TTFields represents the first therapeutic advance in the treatment of patients with GBM in over 10 years. We received FDA approval for Optune in 2011 for use as a monotherapy treatment for adult patients (ages 22 and older) with recurrent GBM. In November 2014, we presented results from the protocol pre-specified interim analysis of our Phase 3 pivotal trial of TTFields for patients with newly diagnosed GBM. This analysis demonstrated a significant improvement in progression free survival and overall survival. We submitted a PMA supplement application with the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM and our application was granted priority review status. In addition, Optune was recently approved in Japan for recurrent GBM and is a CE marked device approved for sale in the European Union and Switzerland for both recurrent and newly diagnosed GBM for adult patients (ages 18 and older).
GBM affects a relatively young population compared to other cancer types. The median age at diagnosis is approximately 55 years. GBM tends to occur more frequently in men than women by a ratio of about 3:2.
We estimate that approximately 12,500 people are diagnosed with GBM or tumors that typically progress to GBM in the United States each year. Of this population, we estimate that approximately 9,300 patients will be medically eligible for treatment with Optune for newly diagnosed GBM once approved. Of that population, we estimate that approximately 5,500 patients will be medically eligible for treatment with Optune for recurrent GBM.
We estimate that approximately 13,500 patients in the top five EU markets (France, Germany, Italy, Spain and the United Kingdom) are diagnosed with GBM or tumors that typically progress to GBM each year. Of this population, we estimate that approximately 10,000 patients will be medically eligible for treatment with Optune for newly diagnosed GBM. Of that population, we estimate that approximately 6,000 patients will be medically eligible for treatment with Optune for recurrent GBM.
We estimate that approximately 1,500 patients in Japan are diagnosed with GBM or tumors that typically progress to GBM each year. Of this population, we estimate that approximately 1,100 patients will be medically eligible for treatment with Optune for newly diagnosed GBM. Of that population, we estimate that approximately 650 patients will be medically eligible for treatment with Optune for recurrent GBM.
The last clinical trial to show a statistically significant survival benefit in GBM was published in 2005 when concomitant and adjuvant temozolomide was added to the prior standard of care of surgical resection, followed by adjuvant radiotherapy. The median overall survival for radiation was 12.1 months versus 14.6 months with radiation plus temozolomide. Since 2005, temozolomide has become the standard of care chemotherapy for newly diagnosed GBM and all subsequent Phase 3 GBM trials have included temozolomide in the control arm.
 
80

Table of Contents
Standard of care temozolomide in these Phase 3 trials has consistently shown a median overall survival of approximately 15 months and a median two-year survival of less than 30%. No significant advances in GBM patient survival have been made since 2005, and a significant unmet need to improve survival and quality of life remains.
GBM was an optimal initial target for TTFields because the tumor rarely metastasizes outside the brain, allowing us to evaluate the effect of TTFields on the entire scope of the disease. We began to evaluate the use of TTFields for the treatment of GBM in 2004. We initially ran a pilot clinical trial, EF-07, which included 10 recurrent GBM patients who were treated with TTFields alone as salvage therapy and 10 newly diagnosed GBM patients who were treated with a combination of TTFields and maintenance temozolomide after having undergone surgery and radiation with adjuvant temozolomide. Median time to disease progression for the recurrent GBM patients was 26.1 weeks and median overall survival was 62.2 weeks, more than double the reported medians of historical control patients. Median overall survival for the newly diagnosed GBM patients was greater than 39 months in the TTFields in combination with temozolomide arm versus 14.6 months for matched historical control patients who received maintenance temozolomide alone. As of December 1, 2014, four of the 20 patients are alive more than eight years after receiving TTFields in the EF-07 trial. Based on the promising results of the EF-07 trial, we conducted two randomized Phase 3 trials for TTFields in GBM:
 
•	 	EF-11 to evaluate TTFields as a monotherapy for the treatment of patients with recurrent GBM, which we believe established clinical validation and enabled commercial proof of concept; and	
 
•	 	EF-14 to evaluate TTFields in combination with temozolomide for the treatment of patients with newly diagnosed GBM, which we believe will transform the standard of care for patients with newly diagnosed and recurrent GBM.	
Our pivotal trial in recurrent GBM (EF-11)
We received FDA approval in 2011 to market Optune for use as a monotherapy treatment for adult patients with recurrent GBM. The FDA approved Optune based on the EF-11 trial, which was a randomized, active standard of care controlled Phase 3 pivotal clinical trial. While the trial did not achieve its primary endpoint of superiority, the trial results indicate that monotherapy treatment with Optune provides patients with clinically comparable extension of survival compared to chemotherapy and that patients treated with Optune alone had significantly fewer side effects and an overall better quality of life than patients treated with chemotherapy alone.
 
•	 	Overview —The EF-11 trial was a multicenter, randomized (1:1), active controlled clinical trial of 237 adults with recurrent GBM. Participants received either TTFields as a monotherapy or the physician’s choice of chemotherapy. Chemotherapies chosen for the active control arm included mainly bevacizumab, nitrosureas and temozolomide. More than 80% of patients had failed two or more prior lines of chemotherapy and 20% of the patients had failed bevacizumab prior to enrollment. The primary endpoint for the trial was OS. The secondary endpoints included progression free survival at six months, or PFS6, radiological response rate, one-year survival rate, adverse event severity and frequency and quality of life.	
 
•	 	Efficacy —Overall survival times for patients treated with TTFields alone and active chemotherapy were 6.6 months and 6.0 months, respectively (hazard ratio = 0.86; p=0.27). PFS was not significantly different between the groups and PFS6 was numerically higher in the TTFields arm (21.4% vs. 15.2%). The FDA determined that these results represented clinically comparable efficacy outcomes. The overall radiographic response rate was higher for the group treated with TTFields compared with the group treated with chemotherapy (14.0% vs. 9.6%, respectively; p=0.19). Three patients treated with TTFields had complete responses compared to no patients treated with active chemotherapy. A group of principal investigators from the trial published long-term follow-up data on the trial indicating that 8% of the TTFields-treated patients	
 
81

Table of Contents

 	had a long-term survival at 48 months compared to no long-term survivors in the chemotherapy treated group. The EF-11 trial demonstrated that patient compliance is important for successful outcomes. Patients who used TTFields more than 75% of the time had a significant survival advantage compared to those who used it less than 75% of the time (median survival was 7.8 months compared to 4.5 months, respectively; p<0.05).	
 
•	 	Safety and quality of life —Patients treated with TTFields experienced significantly fewer treatment-related adverse events than those treated with active chemotherapy. Specifically, there were significantly fewer hematological, infectious and gastrointestinal adverse events in the TTFields-treated patients than in those treated with chemotherapy. The most commonly reported side effect from the delivery of TTFields was a mild-to-moderate rash on the skin beneath the transducer arrays, which affected 16% of patients. Patients receiving TTFields reported better quality-of-life scores compared to patients treated with active chemotherapy. Importantly, patients reported better quality-of-life outcomes specifically related to cognitive and emotional functioning.	
Our commercial registry (PRiDe)
At the time of our initial commercial launch of Optune for recurrent GBM in 2011, we established a patient registry aimed at capturing information related to the use of TTFields in the real-world commercial setting, which we refer to as PRiDe. We collected Optune treatment data and OS data from all 457 recurrent GBM patients who commenced treatment with Optune in the United States between October 2011 and November 2013. Key findings from this peer-reviewed published data include:
 
•	 	Compelling overall efficacy —Median OS was significantly greater with TTFields in PRiDe than in the EF-11 trial (9.6 months vs. 6.6 months; p=0.0003). OS rates were more than double for TTFields patients in PRiDe than in the EF-11 trial (one-year: 44% vs. 20%; two-year: 30% vs. 9%);	
 
•	 	Efficacy correlated to compliance —Patients for whom compliance data was available (n=287) who used Optune more than 75% of the time (the recommended minimum is 18 hours per day) had a significant survival advantage compared to those who used it less than 75% of the time (median survival was 13.5 months compared to 4.0 months, respectively; p<0.0001); and	
 
•	 	Consistent safety profile —No unexpected adverse events were detected in PRiDe. As in the EF-11 trial, the most frequent side effects were mild to moderate skin reactions associated with application of the transducer arrays.	
Our pivotal trial in newly diagnosed GBM (EF-14)
We began enrolling patients in the EF-14 Phase 3 pivotal trial in 2009 to study the efficacy and safety of TTFields in combination with temozolomide for the treatment of newly diagnosed GBM in comparison with temozolomide alone. The primary endpoint of the trial was PFS and a powered secondary endpoint was OS.
A protocol pre-specified interim analysis of the EF-14 Phase 3 pivotal trial was presented in November 2014. The interim analysis demonstrated that TTFields met both of the trial’s powered endpoints with significant extension of both PFS and OS. The interim analysis was conducted by the trial’s independent data monitoring committee on the first 315 patients, representing approximately 50 percent of the targeted trial population, with a minimum of 18 months follow-up. We submitted a PMA supplement application with the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM and received priority review status. In May 2015, we submitted these results for peer review publication.
 
82

Table of Contents
Clinical trial design
The EF-14 Phase 3 pivotal clinical trial enrolled newly diagnosed GBM patients following completion of concomitant radiation with temozolomide. Patients were randomized 2:1 to receive either continuous TTFields in combination with monthly maintenance temozolomide or maintenance temozolomide alone. Randomization was stratified by extent of resection (biopsy, partial resection or gross total resection) and O(6)-methylguanine-DNA methyltransferase, or MGMT, methylation status, which are both known prognostic factors in newly diagnosed GBM. In prior clinical studies, positive MGMT status was correlated with better survival outcomes for newly diagnosed GBM patients treated with radiation and temozolomide. Upon disease progression or temozolomide toxicity, patients were allowed to change to a second line chemotherapy. Patients on TTFields continued to receive TTFields until the earlier of the second disease progression or 24 months. Analysis of PFS was performed in the intent-to-treat population. Analysis of OS was analyzed in a pre-specified as-treated population, which excluded 11 patients who crossed over at progression to receive TTFields in the commercial setting against protocol.

Definitions: TMZ= temozolomide; SRS= stereotactic radiosurgery; 2L= second line; RT= radiation therapy
Baseline characteristics
Baseline characteristics were balanced between the two groups. The median age was 58 years old for patients receiving temozolomide alone and 57 years old for patients treated with TTFields in combination with temozolomide. Sixty-six percent of the participants were male. The median Karnofsky performance score, a standard way of measuring the ability of cancer patients to perform ordinary tasks independently, was 90. The percentage of patients that had either a gross total resection or partial resection was 90% for patients receiving temolozomide alone and 89% for patients treated with TTFields in combination with temolozomide. Tumor tissue for MGMT testing was available for 72% of the patients; the MGMT methylation frequency was 38% and 41% for TTFields in combination with temozolomide and temozolomide alone arm, respectively. Ninety-five percent of the patients were Caucasian, and over 60% of the patients were treated in the United States. Tumor location in the brain was also comparable. The median time from diagnosis to randomization was 3.8 months in both arms. Median time from end of radiation to randomization was 36 and 38 days, respectively. Median time from randomization to initiation of TTFields was five days. Both PFS and OS were measured from the time of randomization, not the time of diagnosis.
 
83

Table of Contents
Clinical trial results
The interim analysis demonstrated that patients treated with TTFields in combination with temozolomide experienced a significant extension in PFS based on blinded central radiology review and lived significantly longer than patients treated with temozolomide alone:
 
•	 	the two-year survival rate among patients treated with TTFields in combination with temozolomide, in the as-treated population, was 48% compared to 32% among patients treated with temozolomide alone (p=0.0058);	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the intent-to-treat population, demonstrated a statistically significant increase in PFS compared to temozolomide alone (median PFS of 7.2 months compared to 4.0 months, hazard ratio=0.62, p=0.001); and	
 
•	 	patients treated with TTFields, in combination with temozolomide, in the as-treated population, demonstrated a statistically significant increase in OS compared to temozolomide alone (median OS of 20.5 months compared to 15.6 months, hazard ratio=0.66, p=0.004).	
The following graph presents PFS data in the intent-to-treat population from our interim analysis:

 
84

Table of Contents
The following graph presents OS data in the as-treated population from our interim analysis:

In order to test the effect on OS of crossover of patients from the temozolomide arm to receive TTFields, OS was also analyzed in the intent-to-treat population including all patients randomized according to their original randomization group. This sensitivity analysis showed that even when crossover patients were included, patients treated with TTFields in combination with temozolomide lived significantly longer than patients treated with temozolomide alone (median OS of 19.6 months compared to 16.6 months, hazard ratio=0.74, p=0.034).
The following graph presents OS data in the intent-to-treat population from our interim analysis:

The significant extension of PFS and OS in patients receiving TTFields in the EF-14 trial was seen in all patient subgroups and was not specific to any prognostic subgroup or tumor genetic marker. PFS and OS were
 
85

Table of Contents
extended in patients with either MGMT methylated or unmethylated tumors. In addition, TTFields had no negative impact on patient quality of life, performance status or cognitive function.
Safety and quality-of-life results
The TTFields in combination with temozolomide arm was not associated with any significant increase in systemic toxicities compared with temozolomide alone. The overall incidence, distribution and severity of adverse events were similar in patients treated with TTFields in combination with temozolomide compared to those treated with temozolomide alone. The only notable exception was, as expected, a higher incidence of localized skin toxicity related to the skin beneath the transducer arrays in patients treated with TTFields. Some mild to moderate skin irritation was observed in 45% of patients, severe skin reaction (grade 3) was observed in 1% of patients. In addition, TTFields had no negative impact on patient quality of life, performance status or cognitive function.
The following graph presents the mean Karnofsky performance score of patients over time, indicating that patients’ ability to perform regular daily activities generally did not decline in both patient populations over time.

Definitions: TMZ=temozolomide; KPS= Karnofsky performance score.
 
86

Table of Contents
The following graph presents the mean Mini Mental State Exam (MMSE) of patients over time, indicating generally consistent cognitive function in both patient populations over time:

Definitions: TMZ=temozolomide; MMSE= Mini Mental State Exam.
Confirmatory and subgroup analyses
A confirmatory analysis of all 700 patients enrolled in the EF-14 trial was performed after an average follow up of approximately 12 months for all patients. This analysis, which was presented at ASCO in 2015, confirmed the findings of the interim analysis and validated that TTFields in combination with temozolomide extends both PFS and OS significantly compared to temozolomide alone. The significant extension of PFS and OS in patients receiving TTFields in combination with temozolomide in the EF-14 trial was seen in all patient subgroups and was not specific to any prognostic subgroup or tumor genetic marker. PFS and OS were extended in patients with either MGMT methylated or unmethylated tumors. The two-year survival rate among patients treated with TTFields in combination with temozolomide was 43% compared to 29% among patients treated with temozolomide alone.
 
87

Table of Contents
The following table presents details of the confirmatory and subgroup analyses for OS in the EF-14 trial:

 
88

Table of Contents
The following table presents details of the confirmatory and subgroup analyses for PFS in the EF-14 trial:

Definitions: TMZ = temozolomide; PFS = progression free survival; MGMT = O-6-methylguanine-DNA methyltransferase; KPS = Karnofsky performance score
We believe based on the reported EF-14 trial data that newly diagnosed patients treated with Optune in combination with temozolomide will have a longer treatment duration than what we have observed in the recurrent GBM population. Median treatment duration was 2.3 months for recurrent GBM patients in the EF-11 trial and 4.1 months in the PRiDe dataset. Median treatment duration increased to 9.0 months in the EF-14 trial.
Pending FDA review
We submitted a PMA supplement application with the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM. The application was accepted for filing and review with a filing date of April 10, 2015. In May 2015, the FDA notified us that it had granted priority review status to the application. See “—Government regulation—Premarket approval pathway (PMA)” below for a discussion of the FDA PMA pathway.
Our commercial capabilities
We established commercial operations in the United States following FDA approval of Optune for the treatment of recurrent GBM in 2011. We believe that the majority of recurrent GBM patients in the United States are treated by physicians in approximately 200 large clinical centers, most of which are major academic teaching hospitals. This has allowed us to focus our commercial efforts and optimize our distribution and support
 
89

Table of Contents
services to a well defined customer base. As of June 30, 2015, we have trained physicians in the United States at more than 190 centers, including almost every leading cancer center in the United States.
We have built a commercial organization focused on marketing TTFields to physicians treating recurrent GBM. In addition to our commercial functions, we provide health care professionals with educational support and Optune training through a geographically distributed team of clinical science liaisons. We also field a dedicated team of device support specialists who are available locally throughout the United States to assist patients starting Optune and to resolve any technical difficulties patients may encounter. Patients also have access to 24/7 technical support by phone or e-mail as needed. We also work to secure reimbursement for Optune on behalf of patients. We believe our patient-centric approach will enable us to maximize our commercial opportunity by driving patient adoption and therapy compliance.
We plan to expand our commercial team to cover community oncology practices as well as the large cancer centers assuming we receive FDA approval of Optune for newly diagnosed GBM. We believe this will allow us to significantly grow the number of patients treated with Optune and the number of physicians and centers that we target. We believe our existing commercial and supply chain capabilities will allow us to satisfy initial market demand for Optune immediately following anticipated FDA approval. We plan to scale our commercial organization over time to maximize clinical adoption of Optune therapy.
We established commercial operations in Europe in 2014, focusing initially on Germany. We plan to expand to additional European countries in the future. As of June 30, 2015, we have trained physicians at over 20 centers in Germany and plan to expand our commercial efforts after securing reimbursement.
We recently initiated commercial operations in Japan in March 2015. Treatment for recurrent GBM patients in Japan occurs mainly at large academic hospitals. As of June 30, 2015, we have trained physicians at over 20 academic hospitals in Japan. We intend to focus our commercial efforts initially on privately insured patients and are working with the Japanese Ministry of Health, Labour and Welfare to secure Optune reimbursement for patients in Japan.
We believe that we can leverage our commercial capabilities for the GBM market in the United States, Europe and Japan to address additional future indications. We believe that cancer patients are increasingly seeking treatment at large oncology practices, which will allow our sales representatives to market for multiple indications within one practice.
Our clinical pipeline
Based on the results of our pre-clinical research, we have developed a pipeline strategy to advance TTFields through Phase 2 pilot and Phase 3 pivotal clinical trials across multiple solid tumor types, as described in greater detail below. In addition, we anticipate expanding our clinical pipeline over time to apply TTFields to additional solid tumor indications.
Brain metastases
We believe brain metastases will be our next label expansion beyond GBM. We have an ongoing European Phase 2 trial, or the COMET trial, in brain metastases originating from NSCLC, and we plan to open a Phase 3 trial, or the METIS trial, in early 2016 in the United States subject to final protocol approval by the FDA. Metastatic cancer is cancer that has spread from the place where it first started to another place in the body. In metastasis, cancer cells break away from where they first formed (the primary cancer), travel through the blood or lymph system, and form new tumors (the metastatic tumors) in other parts of the body.
The exact incidence of brain metastases is unknown because no national cancer registry documents brain metastases, but it has been estimated that 98,000 to 170,000 new cases are diagnosed in the United States
 
90

Table of Contents
each year. Approximately 70% of brain metastases are seeded from primary breast cancer, NSCLC or melanoma. Brain metastases cause an estimated 20% of all cancer deaths in the United States annually.
As with GBM, brain metastases are commonly treated with a combination of surgery and radiation. Chemotherapy is often given for the primary tumor; however, many chemotherapy agents do not cross the blood brain barrier and are thus ineffective in the treatment of brain metastases. When brain metastases appear, they are either surgically resected or irradiated using SRS when possible. Whole brain radiation therapy, or WBRT, although effective in delaying progression or recurrence of brain metastases when given either before or after SRS, is associated with neurotoxicity leading to the development of dementia with a significant decline in cognitive and emotional functioning. Thus, WBRT is often delayed until later in the disease course and is often used as a last resort. This practice results in a window of unmet need after localized surgery and SRS are used and before WBRT is administered to delay or prevent additional seeding of brain metastases.
We believe TTFields could be an effective treatment for patients with brain metastases. We have published pre-clinical data showing TTFields can prevent metastatic seeding in vivo . Based on these pre-clinical results and the established safety and efficacy of TTFields in GBM, we commenced the COMET trial examining TTFields as a monotherapy compared to supportive care alone after SRS in patients with brain metastases originating from NSCLC. The primary endpoint of the trial will be local disease control in the brain. We expect the METIS trial to commence in 2016, subject to final protocol approval by the FDA. With an expected 18 months of follow-up, we anticipate Phase 3 data will be available for presentation in 2019.
Non-small cell lung cancer (NSCLC)
We have completed a Phase 2 trial in advanced NSCLC and are planning a randomized Phase 3 trial in NSCLC, or the LUNAR trial. Lung cancer is the leading cause of cancer-related death in the United States. NSCLC accounts for approximately 85% of all lung cancers. The incidence of NSCLC in the United States is approximately 185,000 new cases annually. Approximately 25 to 30% of all lung cancer patients have squamous histology, which is more resistant to chemotherapy. We have received approval to market our NovoTTF-100L system, our TTFields delivery system designed for the treatment of NSCLC (including squamous histology), in combination with standard of care chemotherapy in Europe, based on the efficacy results from our clinical trials completed to date, as described further below.
Physicians use different combinations of surgery, radiation and pharmacological therapies to treat NSCLC, depending on the stage of the disease. Surgery, which may be curative in a subset of patients, is usually used in early stages of the disease. Unfortunately, most patients are likely to relapse sometime after initial surgery. For patients with locally advanced NSCLC, the standard of care is chemotherapy and radiation with or without surgery. Most frequently, however, NSCLC patients are diagnosed at an advanced stage when the cancer has spread outside of the lungs, leaving chemotherapy as the only treatment option. Despite the many advances in chemotherapy made in recent decades, treatment outcomes remain inadequate, especially for patients with the squamous histology, which clinical results suggest may be resistant to or cannot be treated with therapies such as bevacizumab and pemetrexed.
Phase 2 trial design
Based on our pre-clinical findings, we conducted a Phase 2 trial to evaluate the safety and efficacy of TTFields in the treatment of advanced NSCLC (both squamous and adenocarcinoma histologies). Results of this study were published in 2013. To treat NSCLC, we developed the NovoTTF-100L system to deliver TTFields regionally to the lungs, mediastinum and liver. The delivery system output settings differ in frequency and intensity from Optune based on the findings of our pre-clinical studies in NSCLC. The pilot study was a single-arm, open-label,
 
91

Table of Contents
historically-controlled, multi-center trial. The primary endpoints of the trial were safety and PFS. The secondary endpoints were OS and response rates. Results of the pemetrexed Phase 3 FDA registration trial were used as historical controls in this trial.
A total of 42 patients were recruited to the study at four centers in Switzerland with a minimum follow-up of six months. Before entering the trial, each patient’s disease had progressed after chemotherapy treatment. Patients were 18 years of age or older (median 63 years old) with an Eastern Cooperative Oncology Group, or ECOG, performance of 0-2. ECOG is a standard scoring system of a patient’s general health and well-being running from zero (full health) to five (death). Patients with significant co-morbidities, pregnancy or pacemakers were excluded. All patients were treated with the NovoTTF-100L system in combination with standard of care pemetrexed chemotherapy.
Phase 2 trial results
Efficacy results based on 41 evaluable patients (n=34 non-squamous histology, including 32 adenocarcinoma histology; n=7 squamous histology) showed both PFS and OS for patients receiving TTFields in combination with pemetrexed increased compared to historical control data for pemetrexed alone. Median PFS in the TTFields-treated group was 6.5 months (compared to 2.9 months in pemetrexed historical controls) and median OS was 13.8 months (compared to 8.3 months in historical controls). OS was essentially the same for patients with adenocarcinoma and squamous NSCLC when treated with TTFields and pemetrexed concomitantly (12.8 months and 13.8 months, respectively). As pemetrexed is now known to be inactive in squamous NSCLC, we believe that the OS effect seen in patients in this study with this subtype of lung cancer is due to TTFields alone. Based on these data, the investigators concluded that TTFields in combination with pemetrexed was well tolerated and did not lead to an increase in toxicity. Finally, the data suggests potentially higher efficacy of TTFields in combination with pemetrexed compared to pemetrexed alone.
Adverse events reported in this combination study were comparable to those reported with pemetrexed alone, suggesting minimal added toxicities due to TTFields. TTFields applied to the chest did not cause arrhythmias or other cardiac or pulmonary toxicity for patients in this study. The only delivery system-related toxicities were mild-to-moderate local rash beneath the transducer arrays, which was seen in most of the patients. This condition was managed by topical corticosteroids and transducer array relocation. In persistent cases, either oral corticosteroids were used or transient treatment breaks were made for several days.
Planned Phase 3 trial
Our planned LUNAR trial will examine TTFields in combination with a platinum-based chemotherapy and a taxane versus a platinum-based chemotherapy and a taxane alone as a first-line therapy for the squamous histology of NSCLC. Paclitaxel is a taxane that interferes with microtubule function during mitosis. We expect the LUNAR trial to commence in 2016, subject to final protocol approval by the FDA. With an expected 18 months of follow-up, we anticipate Phase 3 data will be available for presentation in 2019.
Pancreatic cancer
We have an ongoing Phase 2 trial in pancreatic cancer, or the PANOVA trial, with 20 patients currently enrolled, and we plan to open a Phase 3 trial if the results from our PANOVA trial are promising. Pancreatic cancer is one of the most lethal cancers, as most cases are diagnosed once the cancer is at a late stage and/or has metastasized to other parts of the body. It is the fourth most frequent cause of death from cancer in the United States and is responsible for 7% of all U.S. cancer-related deaths. In contrast to the decrease in mortality from other cancers over the past decade, pancreatic cancer death rates have been slowly increasing in the United
 
92

Table of Contents
States. Pancreatic cancer prognosis remains very poor, with a five-year survival of less than 6%. The National Cancer Institute estimated that, in 2015, there will be approximately 49,000 new cases of pancreatic cancer diagnosed and approximately 40,000 deaths in the United States from pancreatic cancer.
The PANOVA trial commenced in the first quarter of 2014, examining TTFields in combination with the chemotherapy drug gemcitabine for advanced pancreatic adenocarcinoma. The trial is designed to test the feasibility, safety and preliminary efficacy of TTFields in combination with gemcitabine. We completed enrollment of the first patient cohort in the first quarter of 2015. Following the approval of nab-paclitaxel, a taxane-based chemotherapy, for the treatment of advanced pancreatic cancer, we expanded this study to include 20 additional patients that will be treated with TTFields in combination with nab-paclitaxel and gemcitabine. We expect to finish enrollment of the second patient cohort study in 2016. We anticipate Phase 2 data will be available for presentation in 2016 and 2017 for the first and second patient cohorts, respectively.
Ovarian cancer
We have an ongoing Phase 2 trial in ovarian cancer, or the INNOVATE trial, and plan to open a Phase 3 trial if the results from our INNOVATE trial are promising. Ovarian cancer is the fifth most common cause of cancer death in women in the United States. The National Cancer Institute estimated that in 2015, there will be approximately 21,000 new cases of ovarian cancer diagnosed and approximately 14,000 deaths in the United States. Ovarian cancer incidence increases with age, and the median age at time of diagnosis is 63 years old. The five-year survival rate is 44%, and the majority of patients present at advanced stage with 60% having metastatic disease.
In October 2014, we commenced the INNOVATE trial examining TTFields in combination with weekly paclitaxel for recurrent ovarian cancer. The INNOVATE trial is designed to test the feasibility, safety and preliminary efficacy of TTFields in combination with paclitaxel and is expected to enroll 30 patients. We expect to complete enrollment in 2016 and we anticipate Phase 2 data will be available for presentation in 2017.
Mesothelioma
We have an ongoing Phase 2 trial in mesothelioma, or the STELLAR trial. Malignant mesothelioma is a rare thoracic solid tumor cancer that occurs in approximately 3,000 patients in the United States annually. Asbestos exposure has been strongly associated with the development of mesothelioma, which may occur many years following the exposure. The prognosis of mesothelioma patients is very poor, with a median OS of approximately 11 months in most reported studies. Mesothelioma is often limited to the thoracic cavity and progresses regionally making it an attractive target for TTFields.
We commenced the STELLAR trial in mesothelioma in the first quarter of 2015. The STELLAR trial is an open-label trial designed to test the efficacy and safety of TTFields in combination with pemetrexed combined with cisplatin or carboplatin in patients with unresectable, previously untreated malignant mesothelioma compared to a historical, published control. The STELLAR trial is anticipated to enroll 80 patients from Germany, Italy and Poland. We expect to finish enrollment of the trial in 2017. We anticipate Phase 2 data will be available for presentation in 2018.
Our engineering developments
We developed Optune, formerly known as NovoTTF-100A, for GBM, and NovoTTF-100L for NSCLC, and we are developing additional delivery systems for other indications in our pipeline. We have also developed our propriety NovoTAL transducer array layout planning software.
 
93

Table of Contents
Given the opportunity for TTFields in treating a wide variety of solid tumors, including GBM and other solid tumor cancers we are investigating, we continue to develop and enhance our TTFields delivery systems.
We have recently completed development of improved field generator circuitry, which minimizes power loss and requires a smaller battery. We have incorporated these advancements into a re-designed second generation Optune delivery system, which is less than half of the size and weight of the current system, with improved functionality for physicians and patients. FDA approval to use the second generation Optune device for GBM will require a PMA supplement application, which will include a thorough review of design, verification and validation documentation and complete manufacturing files. In addition, it is possible that the FDA will require a human factors study (user interface). It is also possible that the FDA may require clinical data, although we do not expect that clinical data will be required, as the indications for use, patient contacting element (transducer arrays) and the treatment itself have not changed. In Europe, the second generation Optune device for GBM is CE-marked and we anticipate launching in Europe by the end of 2015.
We also plan to continue to improve the NovoTAL transducer array layout planning software to allow more flexibility and ease of use by prescribing physicians.
Manufacturing
We have established flexible capacity in our principal manufacturing supply chain while driving costs down. We outsource production of all of our system components to qualified partners. Disposable transducer array manufacturing, the dominant activity in our manufacturing supply chain, includes several specialized processes. Production of the durable system components follows standard electronic medical device methodologies.
We have formal supply agreements with our third-party manufacturing partners. We hold safety stocks of single source components to protect our production capacity.
We currently source the ceramic discs used in the transducer arrays for Optune from Exelis, which is our single-source supplier for these components. We do not currently have alternate suppliers for the ceramic discs, but we are in the process of identifying a second source supplier.
Our current agreement with Exelis continues through July 21, 2017, following which time the agreement will automatically renew for up to three successive two-year periods unless either we provide timely written notice of non-renewal (for any reason) or Exelis provides timely written notice of non-renewal (if we fail to satisfy certain minimum purchase requirements). We currently expect that this agreement will be renewed. In addition to certain other customary termination rights, Exelis can terminate this agreement with 90 days’ written notice if we breach any of our material obligations under the agreement. Agreements with our other suppliers range from terms of four years to ten years and are terminable by either party, generally between 180 days’ and 12 months’ written notice. See “Risk factors—We depend on single-source suppliers for some of our components. The loss of these suppliers could prevent or delay shipments of Optune, delay our clinical trials or otherwise adversely affect our business.”
Transducer array production represents the main area of focus for the supply chain team. Over the last twelve months, we and our third-party manufacturer have automated the assembly process for the main array components. We utilize standardized printed circuit board continuous flow production techniques including automatic handling and gluing of the ultra-high dielectric constant ceramic transducer elements. Automation has substantially increased capacity while lowering costs. We believe the automated line can be easily duplicated to add capacity as needed.
Billing and reimbursement
We provide Optune directly to patients in the United States and our currently active markets in Europe following receipt of a prescription order. We bear the financial risk of securing payment from patients and
 
94

Table of Contents
third-party payers. We bill $21,000 for each month that a patient uses Optune in the United States. Total cash payments of $12.4 million received during the six months ended June 30, 2015 were recorded as revenues for Optune therapy provided to patients in the current period and prior periods. These cash payments represent an average of approximately $14,700 for a month of use. The difference between billed and paid amounts consists of disputed underpayments, patient financial assistance and discounts. Additionally, during the period ended June 30, 2015, for each month of use, we paid approximately $600 in indirect taxes, primarily the federal medical device excise tax. This metric does not include our experience with patients covered by the Medicare fee-for-service program, as we have not received material payments from that program and the invoices remain open as we appeal the coverage denials. Physicians may separately bill patients or third-party payers for medical services related to initiating and managing treatment with Optune, including generating personalized transducer array layouts with NovoTAL. We currently employ reimbursement experts devoted to securing coverage for Optune from third-party payers.
For our U.S. patients covered by commercial third-party payers and privately administered government-sponsored plans, specifically Medicare Advantage, Tricare (U.S. military) and federal employee plans, we have been successful in securing coverage for approximately 99% of these patients as of June 30, 2015. Approximately 25% of our active U.S. patients were beneficiaries of the Medicare fee-for-service program as of June 30, 2015. The Medicare fee-for-service program has denied coverage for our claims to date, and we are actively appealing these coverage denials.
We have the ability to contract directly with commercial third-party payers in the United States to set the payment terms for our delivery systems. We will continue to pursue direct contracts with healthcare payers in the United States as part of our overall commercial launch effort after potential FDA approval for newly diagnosed GBM.
The Centers for Medicare and Medicaid Services (CMS) have issued Healthcare Common Procedure Coding System (HCPCS) Level II codes that are specific to our delivery systems. The codes are E0766 “Electrical stimulation device used for cancer treatment, includes all accessories, any type” and A4555 “Electrode/transducer for use with electrical stimulation device used for cancer treatment, replacement only.” We bill payers for a single monthly fee at the start of each month of therapy using the E0766 code and the A4555 code is used as a non-billable tracking code by certain payers.
We started commercial activity in Germany in 2014. We have hired personnel with expertise in reimbursement to support the launch of Optune. We are able to bill healthcare payers in Germany for individual cases currently. We are also pursuing defined coverage and pricing terms with the German healthcare payer industry associations, as well as the relevant regulatory bodies. In Japan we are preparing our application to the MHLW to secure a defined reimbursement rate for Optune. We have initiated a small commercial launch in Japan, and until we secure Japanese Ministry of Health, Labour and Welfare reimbursement approval, our launch efforts will focus on the privately insured patient population.
Intellectual property
As of June 30, 2015, our patent portfolio consists of a total of 52 issued patents, including 36 issued U.S. patents, two issued EU patents, one issued Canadian patent, eight issued Japanese patents and five issued Chinese patents. The U.S. patents have expected expiration dates between 2021 and 2031. The EU, Canadian, Japanese and Chinese patents have expected expiration dates between 2021 and 2026. We have also filed over 30 additional patent applications that, if issued, may protect aspects of our platform beyond 2031 in the United States and beyond 2026 in Europe, Canada, Japan and China.
In addition to our patent portfolio, we further protect our intellectual property by maintaining the confidentiality of our trade secrets, know-how and other confidential information. Given the length of time and
 
95

Table of Contents
expense associated with bringing delivery systems candidates through development and regulatory approval to the market place, the healthcare industry has traditionally placed considerable importance on obtaining patent protection and maintaining trade secrets, know-how and other confidential information for significant new technologies, products and processes.
Our policy is to require each of our employees, consultants and advisors to execute a confidentiality agreement before beginning their employment, consulting or advisory relationship with us. These agreements generally provide that the individual must keep confidential and not disclose to other parties any confidential information developed or learned by the individual during the course of their relationship with us except in limited circumstances. These agreements also generally provide that we own, or the individual is required to assign to us, all inventions conceived by the individual in the course of rendering services to us.
On February 10, 2015, we entered into a settlement agreement, or the Settlement Agreement, with the Technion, whereby we agreed to resolve certain potential disputes among us, the Technion and Professor Yoram Palti, our Chief Technology Officer and a member of our board of directors, arising out of certain intellectual property that Professor Palti developed while affiliated with the Technion and that Professor Palti has assigned to us. In settlement of these potential disputes, we agreed to pay the Technion an aggregate of $7.5 million, including $1.0 million that was paid on the date of the agreement, an additional $1.0 million that will be payable within five business days of the completion of this offering and an additional $5.5 million that will be payable within five business days (1) if we achieve $250.0 million of cumulative net sales since inception at the end of any given quarter or (2) upon consummation of an M&A transaction, which includes any merger to the extent it involves a change of control, the sale of all or substantially all of our assets or shares, the sale of or exclusive license to our intellectual property or a similar transaction. The $1.0 million payable in connection with the completion of this offering is part of our expected use of proceeds. See “Use of proceeds.”
In addition, pursuant to the terms of the Settlement Agreement, we issued 1,005,210 ordinary shares to the Technion, and further granted the Technion an option to acquire an additional 1,005,210 ordinary shares, which is exercisable at any time until the first to occur of (1) 12 months following this offering and (2) immediately prior to the sale of the company for cash or publicly traded stock. There is no exercise price on this option, and to date this option has not been exercised; however, the Technion will have until 12 months after the completion of this offering to exercise its option. No royalties are owed to the Technion or Professor Palti.
In 2005, we granted an exclusive license to a third party, NovoBiotic LLC, to certain of our key intellectual property for use outside the field of oncology. We are not entitled to any future revenues from this license.
We may be unable to obtain, maintain and protect the intellectual property rights necessary to conduct our business and may be subject to claims that we infringe, misappropriate or otherwise violate the intellectual property rights of others. For more information see “Risk factors—Risks relating to intellectual property.”
Competition
The market for cancer treatments is intensely competitive, subject to rapid change and significantly affected by new product and treatment introductions and other activities of industry participants. The general bases of competition are overall effectiveness, side effect profile, availability of reimbursement and general market acceptance of a product as a suitable cancer treatment.
TTFields is our proprietary method for treating cancer. As such, there is no direct competition from other TTFields delivery systems. We believe our intellectual property rights would provide an obstacle to the introduction of TTFields delivery systems by a competitor, and we intend to protect and enforce our intellectual property. In addition, even after the expiration of our U.S. patents, potential market entrants applying low-
 
96

Table of Contents
intensity, alternating electric fields to solid tumors in the United States will have to undertake their own clinical trials and regulatory submissions to prove equivalence to TTFields, a necessary step in receiving regulatory approvals for a competing product.
When used as a monotherapy for solid tumor cancers, TTFields competes with a number of existing cancer treatment alternatives, including surgery, radiation and pharmacological therapies. These treatments have been developed, commercialized and established in the market by large, well capitalized companies with significantly more market share and resources than we have. We believe that our direct competition is limited because we intend to use TTFields in combination with cancer treatments offered by other oncology companies.
We also intend to study the use of TTFields in combination with new entrants in the market, including new pharmacological agents such as PD-1 inhibitors and others in the field of immuno-oncology. In this regard, we expect to be less susceptible to competition from such emerging new pharmacological agents.
Government regulation
Our delivery systems and operations are subject to extensive regulation by the FDA and by agencies and notified bodies of the countries or regions in which we develop and market our delivery systems. In addition, our delivery systems must meet the requirements of a large and growing body of international standards that govern the pre-clinical and clinical testing, manufacturing, labeling, certification, storage, recordkeeping, advertising, promotion, export and marketing and distribution, among other things, of TTFields and our delivery systems.
Advertising and promotion of medical devices, in addition to being regulated by the FDA, are also regulated by the Federal Trade Commission and by state regulatory and enforcement authorities. Recently, promotional activities for FDA-regulated products of other companies have been the subject of enforcement action brought under healthcare reimbursement laws and consumer protection statutes. In addition, under the federal Lanham Act and similar state laws, competitors and others can initiate litigation relating to advertising claims. In addition, we are required to meet regulatory requirements in countries outside the United States, which can change rapidly with relatively short notice.
Our research, development and clinical programs, as well as our manufacturing and marketing operations, are subject to extensive regulation in the United States and other countries. Most notably, all of our delivery systems sold in the United States are subject to the Federal Food, Drug, and Cosmetic Act, or the FDCA, as implemented and enforced by the FDA. Marketing our delivery systems sold in the United States requires FDA approval. Foreign countries may require similar or more onerous approvals to manufacture or market these delivery systems.
Failure by us or by our suppliers to comply with applicable regulatory requirements can result in enforcement action by the FDA or other regulatory authorities, which may result in any number of regulatory enforcement actions.
Food and Drug Administration
The FDA regulates the development, testing, manufacturing, labeling, storage, recordkeeping, promotion, marketing, distribution and service of medical devices in the United States to ensure that medical products distributed domestically are safe and effective for their intended uses. In addition, the FDA regulates the export of medical devices manufactured in the United States to international markets and the importation of medical devices manufactured abroad.
The FDA governs the following activities that we perform or that are performed on our behalf:
 
•	 	product design, development and manufacture;	
 
97

Table of Contents

•	 	product safety, testing, labeling and storage;	
 
•	 	record keeping procedures;	
 
•	 	product marketing, sales and distribution; and	
 
•	 	post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions and repair or recall of products.	
We have registered three of our facilities with the FDA. The FDA has broad post-market and regulatory enforcement powers. We are subject to announced and unannounced inspections by the FDA to determine our compliance with the Quality System Regulation, or QSR, and other regulations and these inspections include the manufacturing facilities of our suppliers.
FDA’s premarket clearance and approval requirements
Unless an exemption applies, before we can commercially distribute medical devices in the United States, we must obtain, depending on the type of device, either prior 510(k) clearance or PMA from the FDA. The FDA classifies medical devices into one of three classes. Devices deemed to pose lower risks are placed in either class I or II, which typically requires the manufacturer to submit to the FDA a premarket notification requesting permission to commercially distribute the device. This process is generally known as 510(k) clearance. Some low-risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in class III, requiring PMA approval.
Premarket approval (PMA) pathway
Optune, which is the only delivery system we have marketed in the United States, is classified as a Class III device as it is deemed a life-sustaining device. Accordingly, we were required to receive PMA approval for Optune, which the FDA granted in April 2011 for the treatment of recurrent GBM in adult patients. We submitted a PMA supplement application with the FDA in April 2015 to expand our label for Optune to include the treatment of newly diagnosed GBM. We expect that we will be required to receive PMA approval for future indications (and the applicable delivery systems for such indications) using TTFields.
A PMA must be supported by extensive data, including from technical tests, pre-clinical studies and clinical trials, manufacturing information and intended labeling to demonstrate, to the FDA’s satisfaction, the safety and effectiveness of a medical device for its intended use. During the PMA review period, the FDA will typically request additional information or clarification of the information already provided. Also, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. The FDA may or may not accept the panel’s recommendation. In addition, the FDA will generally conduct a pre-approval inspection of the manufacturing facility or facilities to ensure compliance with QSRs. Prior to approval of the Optune PMA for the treatment of recurrent GBM, we and our critical component suppliers were each inspected by the FDA.
New PMAs or PMA supplements are required for modifications that affect the safety or effectiveness of our delivery systems, including, for example, certain types of modifications to a delivery system’s indication for use, manufacturing process, labeling and design. PMA supplements often require submission of the same type of information as a PMA, except that the supplement is limited to information needed to support any changes from the device covered by the original PMA and may not require any or as extensive clinical data as the original PMA required, or the convening of an advisory panel. The FDA requires a company to make the determination as to whether a new PMA or PMA supplement application is to be filed. If a company determines
 
98

Table of Contents
that neither a new PMA or PMA supplement application is required for modifications, it must nevertheless notify the FDA of these modifications in its PMA Annual Report. The FDA may review a company’s decision and require the filing of an application.
We have received approval for a number of PMA supplements since approval of the PMA for recurrent GBM, including for modifications to Optune’s electric field generator, transducer arrays, software, manufacturing processes and labeling. Most recently, we submitted a PMA supplement application with the FDA to expand our label for Optune to include the treatment of newly diagnosed GBM. We also intend to file a PMA supplement application for our next-generation delivery system for Optune, as described under “—Our engineering developments.” Future modifications may be considered by us as the need arises, some of which we may deem to require a PMA supplement application and others to require reporting in our PMA Annual Report.
Clinical trials
Clinical trials are generally required to support a PMA. Such trials generally require an investigational device exemption application, or IDE, approved in advance by the FDA for a specified number of patients and study sites, unless the product is deemed a nonsignificant risk device eligible for more abbreviated IDE requirements. Clinical trials are subject to extensive monitoring, recordkeeping and reporting requirements. Clinical trials must be conducted under the oversight of an institutional review board, or IRB, for the relevant clinical trial sites and must comply with FDA regulations, including those relating to good clinical practices. To conduct a clinical trial, we also are required to obtain the patients’ informed consent in form and substance that complies with both FDA requirements and state and federal privacy and human subject protection regulations. We, the FDA or the IRB could suspend a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the anticipated benefits. Even if a trial is completed, the results of clinical testing may not adequately demonstrate the safety and efficacy of the device or may otherwise not be sufficient to obtain FDA approval to market the product in the United States.
Post-approval studies are also typically required as a condition of PMA approval to demonstrate reasonable assurance of safety and effectiveness. Such studies are conducted in the post-market setting with the approved device, often to address the long-term use of the device or other discrete questions that may have been raised based on the clinical data from the IDE clinical study. The FDA required a post-approval study as a condition of approval for Optune for recurrent GBM. We have obtained approval of the protocol for this study and are currently enrolling patients.
Foreign approvals and CE mark
Sales and marketing of medical devices outside of the United States are subject to foreign regulatory requirements that vary widely from country to country. These include the requirement to affix a CE mark to our medical devices in the European Union. Whether or not we have obtained FDA approval, our delivery systems must be subject to conformity assessment procedure in which a notified body can be involved. Apart from low risk medical devices (Class I with no measuring function and which are not sterile), where the manufacturer can issue a declaration of conformity based on a self-assessment of the conformity of its products with the Essential Requirements laid down in the Medical Devices Directive, a conformity assessment procedure requires the intervention of a notified body. The notified body typically audits and examines products’ technical file and the quality system for the manufacture, design and final inspection of our devices before issuing a CE Certificate of Conformity demonstrating compliance with the relevant Essential Requirements or the quality system requirements laid down in the relevant Annexes to the Medical Devices Directive. Following the issuance of this CE Certificate of Conformity, we can draw up a declaration of conformity and affix the CE mark to the delivery systems covered by this CE Certificate of Conformity and the declaration of conformity. The time required to CE
 
99

Table of Contents
mark our delivery systems or to obtain approval from other foreign authorities may be longer or shorter than that required for FDA approval. Pursuant to a mutual recognition agreement, our products bearing a CE mark may be exported to Switzerland. In the European Union, a clinical study must receive a positive opinion from a local ethics committee and approval from the competent authority in the applicable EU member states in which the clinical study is conducted. When a clinical study relates to a CE marked medical device that will be used as part of the study according to its CE mark intended purpose, the approval of the competent authorities is not required. In Japan, we must obtain approvals from the Japanese Ministry of Health, Labour and Welfare to market our delivery systems. The foreign regulatory approval process includes all the risks associated with FDA regulation, as well as country-specific regulations.
Pervasive and continuing regulation
After a device is placed on the market, numerous regulatory requirements apply. These include:
 
•	 	product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action;	
 
•	 	QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;	
 
•	 	labeling regulations and FDA and equivalent foreign competent authority prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;	
 
•	 	approval of product modifications that affect the safety or effectiveness of one of our delivery systems that has been approved or is the subject of a CE Certificate of Conformity;	
 
•	 	medical device reporting regulations, which require that manufacturers comply with FDA or equivalent foreign competent authority requirements to report if their device may have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur;	
 
•	 	post-approval restrictions or conditions, including post-approval study commitments;	
 
•	 	post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device;	
 
•	 	the FDA’s and equivalent foreign competent authority’s recall authority, whereby they can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations;	
 
•	 	the Sunshine Act and similar state and foreign laws, which require reporting of payments and other transfers of value to healthcare practitioners periodically;	
 
•	 	regulations pertaining to voluntary recalls; and	
 
•	 	notices of corrections or removals.	
Our delivery systems could be subject to voluntary recall if we, the FDA or an equivalent foreign competent authority determine, for any reason, that our delivery systems pose a risk of injury or are otherwise defective. Moreover, the FDA can order a mandatory recall if there is a reasonable probability that our delivery system would cause serious adverse health consequences or death.
 
100

Table of Contents
The FDA has broad post-market and regulatory enforcement powers. We are subject to unannounced inspections by the FDA to determine our compliance with the QSR and other regulations, and these inspections include the manufacturing facilities of our subcontractors. Failure by us or by our suppliers to comply with applicable regulatory requirements can result in enforcement action by the FDA or other equivalent foreign authorities, which may result in sanctions, including, but not limited to:
 
•	 	untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;	
 
•	 	unanticipated expenditures to address or defend such actions;	
 
•	 	customer notifications for repair, replacement and/or refunds;	
 
•	 	recall, detention or seizure of our delivery systems;	
 
•	 	operating restrictions or partial suspension or total shutdown of production;	
 
•	 	refusing or delaying our requests for approval of delivery system candidates or a modified version of Optune;	
 
•	 	withdrawal of PMA approvals or suspension, variation or withdrawal of CE Certificates of Conformity that have already been granted;	
 
•	 	refusal to grant export approval for our delivery systems; or	
 
•	 	criminal prosecution.	
To date, our facility and those of our critical suppliers have been inspected by the FDA in order to obtain FDA approval of Optune. We and one of our critical component suppliers also were inspected by the FDA in 2012 and 2015. Another one of our suppliers was inspected in the fall of 2013. No inspectional observations were identified and no FDA Form 483s were issued following these inspections.
DME accreditation and licensing
We are subject to accreditation and licensing requirements as a DME supplier in most states. Certain of these states require that DME providers maintain an in-state location. Although we believe we are in compliance with all applicable state regulations regarding licensure requirements, if were found to be noncompliant, we could lose our accreditation or licensure in that state, which could prohibit us from selling our current or future delivery systems to patients in that state.
Healthcare regulatory matters
In addition to FDA restrictions on the marketing of medical devices, in recent years several other types of U.S. federal and state laws have been applied to restrict certain business practices in the healthcare industry and penalize unlawful conduct. These laws include anti-kickback, self-referral and false claims statutes.
The U.S. federal anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between device manufacturers on one hand and prescribers and purchasers on the other. Although there are a number of statutory exemptions and regulatory safe harbors protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly and practices that involve remuneration intended to induce ordering, purchasing or recommending of a medical device may be subject to scrutiny if they do not qualify for an exemption or safe harbor. In some cases, our practices may not meet all of the criteria for safe harbor protection from anti-kickback liability.
 
101

Table of Contents
As a DME supplier, we also are subject to a U.S. federal self-referral law, commonly known as the Stark law, which prohibits Medicare payments for DME ordered by physicians who, personally or through an immediate family member, have ownership interests in or compensation arrangements with the furnishing supplier. The Stark law contains a number of specific exceptions that, if met, permit physicians who have certain financial relationships with a DME supplier to make referrals to that entity.
The False Claims Act prohibits any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to get a false claim paid. In recent years, the government has pursued a number of cases under the False Claims Act in connection with the off-label promotion of medical products. In addition, violation of the federal anti-kickback statute and of the Stark law may be actionable under the False Claims Act.
The majority of states also have statutes or regulations similar to the federal anti-kickback, self-referral and false claims laws, which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, that apply regardless of the payer.
The Health Insurance Portability and Accountability Act of 1996, or HIPAA, mandated the adoption of standards for the exchange of electronic health information in an effort to encourage overall administrative simplification and enhance the effectiveness and efficiency of the healthcare industry. Ensuring privacy and security of patient information is one of the key factors driving the legislation. We believe we are in substantial compliance with the applicable HIPAA regulation.
HIPAA also included a number of federal criminal provisions, including for healthcare fraud and for false statements relating to healthcare matters. The healthcare fraud provision prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payers. The false statements provision prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Many states have similar healthcare fraud laws or insurance fraud laws that apply to claims for healthcare reimbursement.
Sanctions under these federal and state laws may include civil monetary penalties, exclusion of a manufacturer’s products from reimbursement under government programs, criminal fines and imprisonment.
Legislation similar to U.S. anti-kickback, self-referral and false claims statutes have been adopted in foreign countries, including a number of EU member states.
The Sunshine Act requires manufacturers of drugs, medical devices, biologicals or medical supplies that participate in U.S. federal health care programs to track and then report certain payments and items of value given to U.S. physicians and U.S. teaching hospitals, which are defined as Covered Recipients. The Sunshine Act requires that manufacturers collect this information on a yearly basis and then report it to Centers for Medicare & Medicaid Services by the 90th day of each subsequent year. We have adopted policies and codes of conduct regarding our interactions with Covered Recipients and believe we are in substantial compliance with the Sunshine Act. However, our failure to adhere to these requirements could materially adversely impact our business and financial results.
In addition, the U.S. Foreign Corrupt Practices Act prohibits corporations and individuals from engaging in certain activities to obtain or retain business outside the United States or to influence a person working in an official capacity in a foreign country. It is illegal to pay, offer to pay or authorize the payment of anything of value to any official of another country, government staff member, political party or political candidate in an attempt to obtain or retain business or to otherwise influence a person working in that capacity.
 
102

Table of Contents
Litigation
We are not currently subject to any material pending legal proceedings.
Employees
As of June 30, 2015, we had 258 full-time employees, of which 51 were in sales and marketing, 55 were in research and development, eight were in medical affairs, 41 were device support specialists and 103 were in operations support, finance, legal and administration. As of June 30, 2015, we had 161 employees located in the United States, 54 employees in Israel, 34 employees located in Europe and nine employees located in Japan. We believe relations with our employees are good.
Property
We currently lease space in several countries for our operations, including office, laboratory and/or warehouse space in Portsmouth, New Hampshire, New York, New York, Malvern, Pennsylvania, Haifa, Israel, Lucerne, Switzerland, Tokyo, Japan and Berlin, Germany. We believe that our current facilities are adequate for our present purposes.
 
103

Table of Contents
Glossary of terms
Adenocarcinoma histology is a cancer of epithelial tissue that has glandular origin, glandular characteristics or both. Adenocarcinoma of the lung is a subtype of lung cancer that responds to certain chemotherapies such as pemetrexed.
Advanced non-small cell lung cancer (NSCLC) is any type of epithelial lung cancer other than small cell lung carcinoma (SCLC). As a class, NSCLCs are relatively insensitive to chemotherapy, compared to small cell lung carcinoma. Advanced NSCLC refers to NSCLC that cannot be treated surgically due to spread of the cancer.
Anaphase is the stage of mitosis when chromosomes are split and the sister chromatids move to opposite poles of the cell.
Anti-mitotic is the description of a substance or treatment that interferes with the replication process of proliferating cells, such as cancer cells.
Apoptosis is the process of programmed cell death characterized by specific biochemical events that lead to characteristic cell changes and death. These changes include blebbing, cell shrinkage, nuclear fragmentation, chromatin condensation, chromosomal DNA fragmentation and global mRNA decay.
Bevacizumab , trade name Avastin (Genentech/Roche), is an angiogenesis inhibitor, a drug that slows the growth of new blood vessels. Bevacizumab is a recombinant humanized monoclonal antibody that blocks angiogenesis by inhibiting vascular endothelial growth factor A (VEGF-A). VEGF-A is a chemical signal that stimulates angiogenesis in a variety of diseases, especially in cancer.
Blebbing is the formation of bubble-like structures, or blebs, out of the cell membrane. Blebbing is a sign of different types of damage to cells including apoptosis.
Blinded central radiology review is when a group of radiologists assesses whether a cancer tumor has grown or not without knowing which treatment each patient received.
Blood-brain barrier is a highly selective barrier that separates the circulating blood from the brain. The blood brain barrier restricts many types of chemotherapy and other drugs from entering the brain.
Brain metastases are a form of cancer that has metastasized (spread) to the brain from another location in the body, such as the lung.
Cytokinetic band is a ring formed out of contractile molecules (mainly actin and myosin) that is located at the equator between two daughter cells of a replicating parental cell. The contraction of this ring pinches the cell membrane in two, leading to the formation of two independent daughter cells.
Cytokinesis is the process by which a single cell is physically divided to form two daughter cells.
Daughter cells refer to the two identical cells formed during cell division when a dividing cell, known as the mother cell, grows and divides to produce two identical cells.
Dielectric constant is a physical property of a material that determines what part of the electric field magnitude will be reduced within the volume of the material. Materials with higher dielectric constants decrease the field amplitude less.
Karnofsky performance score (KPS) is a quantification of ability to perform activities of daily life independently. The score is used in 10-point intervals from 0 (dead) to 100 (perfect independence in activities of daily life).
Mediastinum is the central compartment of the chest cavity surrounded by loose connective tissue, and is a region that contains a group of structures within the chest. The mediastinum contains mainly the heart and its vessels, the esophagus, trachea, nerves, thymus and lymph nodes of the central chest.
 
104

Table of Contents
Mesothelioma is a form of cancer that develops from cells of the mesothelium, the protective lining that covers many of the internal organs of the body. Mesothelioma is most commonly caused by exposure to asbestos. The most common anatomical site for mesothelioma is the pleura (the outer lining of the lungs and internal chest wall).
Metaphase is a stage of mitosis in the cell cycle in which chromosomes are at their most condensed and coiled stage. These chromosomes, carrying genetic information, align in the equator of the cell before being separated into each of the two daughter cells.
MGMT is a gene that encodes the enzyme O-6-methylguanine-DNA methyltransferase. When this gene undergoes a chemical reaction called methylation, it is inactivated. Tumor cells that express more of the enzyme MGMT are resistant to certain types of chemotherapy, such as temozolomide. Therefore methylated (inactive) MGMT gene is a marker for tumor cells that are more sensitive to these types of chemotherapy.
Mini Mental State Exam (MMSE) is a quantification of a patient’s cognitive capabilities. The score is used in one point intervals from one to 30, with a higher score indicating better cognitive capabilities.
Mitosis is a part of the cell replication process by which chromosomes in a cell nucleus are separated into two identical sets of chromosomes, each in its own nucleus. In general, mitosis (division of the nucleus) is followed by cytokinesis, which divides the cytoplasm, organelles and cell membrane into two new cells containing roughly equal shares of these cellular components.
Mitotic furrow , or the cleavage furrow, is the indentation of the cell’s surface that begins the progression of cleavage, by which cells undergo cytokinesis, the final splitting of the membrane, in the process of cell replication. The same proteins responsible for muscle contraction, actin and myosin, begin the process of forming the cleavage furrow.
Mitotic spindle , or the spindle apparatus, refers to the subcellular structure of cells that separates chromosomes between daughter cells during cell division. Besides chromosomes, the spindle apparatus is composed of hundreds of proteins. Microtubules comprise the most abundant components of the machinery.
Mucositis is a painful inflammation and ulceration of the mucous membranes lining the digestive tract, usually as an adverse effect of chemotherapy and radiotherapy treatment for cancer.
Nitrosureas compounds are DNA alkylating agents and are often used in chemotherapy. They can cross the blood–brain barrier, making them candidates in the treatment of brain tumors.
Overall survival (OS) is a measure of how long a person lives from a certain starting time point such as diagnosis of a disease or randomization into a clinical trial. Doctors often use median overall survival time to estimate the patient’s prognosis or the effectiveness of a treatment. The FDA considers extension of OS the gold standard in effectiveness of cancer treatments.
Pemetrexed , brand name Alimta, is a chemotherapy drug manufactured and marketed by Eli Lilly and Company. Its indications are the treatment of pleural mesothelioma and non-small cell lung cancer. Pemetrexed is chemically similar to folic acid and is in the class of chemotherapy drugs called folate antimetabolites.
Progression free survival (PFS) is a measure of how long a patient remains alive without a growing cancer tumor from a certain time point such as diagnosis of a disease or randomization into a clinical trial. Doctors often use median PFS to estimate the patient’s prognosis or the effectiveness of a treatment.
PFS6 is the percentage of patients in a group who are alive and did not have tumor growth six months after entering a clinical trial. PFS6 is correlated with OS in recurrent glioblastoma and is sometimes used as a surrogate endpoint for OS in clinical trials.
 
105

Table of Contents
Platinum-based chemotherapy drugs , informally called platins, are chemotherapeutic agents to treat cancer. The main dose-limiting side effect of cancer treatment with platinum compounds is neurotoxicity, which causes peripheral neuropathies. Platinum-based chemotherapy inhibits DNA repair and/or DNA synthesis in cancer cells.
Salvage therapy is a form of treatment given after a disease does not respond to standard treatment. The term is usually used to describe a final attempt to treat a deadly disease, often with little hope of extending the patient’s life.
Septins are a group of proteins found primarily in cells of animals. Different septins form protein complexes with each other. These complexes can further assemble into filaments. Assembled as such, septins function in cells by localizing other proteins, either by providing a scaffold to which proteins can attach, or by preventing diffusion of molecules from one compartment of the cell to another.
Squamous histology refers to a cancer of a kind of epithelial cell, the squamous cell. These cells are the main part of the epidermis of the skin, and this cancer is one of the major forms of skin cancer. However, squamous cells also occur in the lining of the digestive tract, lungs and other areas of the body. Squamous histology non-small cell lung cancer is a subtype of NSCLC that is usually resistant to many types of chemotherapy, such as pemetrexed.
Stereotactic radiosurgery (SRS) is a distinct neurosurgical discipline that utilizes externally generated ionizing radiation focused to damage very precisely defined targets in the head or spine without the need to make an incision. SRS is often used to treat brain metastases either alone or in combination with standard surgery.
Stromal effects refer to the role of tumor cell microenvironment (stroma) in tumor development and therapy resistance. It is known that the surrounding stroma contributes to pancreatic cancer development and progression, and may contribute to its high resistance to chemotherapy.
Taxane is a type of chemotherapy whose principal mechanism of action is the disruption of microtubule function. Microtubules are essential to cell division, and taxanes stabilize tubulin to tubulin connections in the microtubule, thereby inhibiting the process of cell division, leading to inhibition of mitosis.
Temozolomide , brand names Temodar and Temodal and Temcad, is an oral chemotherapy drug. It is an alkylating agent used as a treatment of some brain cancers, e.g., as a second-line treatment for astrocytoma and a first-line treatment for glioblastoma.
Tubulin dimers are the paired combination of a -tubulin and ß-tubulin, the proteins that make up microtubules in dividing cells. These structural proteins have a very high electric dipole, i.e., there is a large difference between the electric charge on either end of the dimer.
Tumor genetic marker is a gene that is found in a tumor and has either implications regarding prognosis or selection of therapies for a certain patient.
Whole brain radiation therapy (WBRT) is a type of external radiation therapy used to treat patients who have cancer in the brain. It is often used to treat patients whose cancer has spread to the brain, or who have more than one tumor or tumors that cannot be removed by surgery or treated with stereotactic radiotherapy. Radiation is given to the whole brain over a period of many weeks.
 
106

Table of Contents
Summary of completed and existing clinical trials and registry data

Indication	  	Trial/registry
name	  	Data type	  	Trial/registry title	  	Start date	  	Current status	
						
GBM	  	EF-07	  	Phase 1/2
trial	  	A single-arm, pilot trial of the safety and efficacy of TTFields treatment for patients with GBM	  	2004	  	Completed
Results published	
						
Recurrent GBM	  	EF-11	  	Phase 3
trial	  	A prospective, multi-center trial of NovoTTF-100A compared to best standard of care in patients with progressive or recurrent GBM (clinicaltrials.gov identifier NCT00379470)	  	2006	  	Completed
Results published	
						
NSCLC	  	EF-15	  	Phase 1/2
trial	  	An open label pilot study of NovoTTF-100L in combination with pemetrexed (Alimta ® ) for advanced non-small cell lung cancer (clinicaltrials.gov identifier NCT00749346)	  	2008	  	Completed
Results published	
						
Newly diagnosed
GBM	  	EF-14	  	Phase 3
trial	  	A prospective, multi-center trial of NovoTTF-100A together with temozolomide compared to temozolomide alone in patients with newly diagnosed GBM (clinicaltrials.gov identifier NCT00916409)	  	2009	  	Completed
Publication pending	
						
Recurrent GBM	  	PRiDe	  	Commercial
patient
registry	  	A registry of 457 recurrent GBM patients who received NovoTTF therapy in the clinical practice setting on the U.S. commercial prescription-use program between October 2011 and November 2013	  	2011	  	Completed
Results published	

107

Table of Contents

Indication	  	Trial/registry
name	  	Data type	  	Trial/registry title	  	Start date	  	Current
status	
						
Brain metastases
originating in
NSCLC	  	COMET	  	Phase 2
trial	  	A phase 2 randomized study of TTFields therapy versus supportive care in non-small cell lung cancer patients with 1-5 brain metastases following optimal standard local treatment (clinicaltrials.gov identifier NCT01755624)	  	2013	  	Ongoing	
						
Pancreatic Cancer	  	PANOVA	  	Phase
1/2
trial	  	An open label pilot study of NovoTTF-100L concomitant with gemcitabine for front-line therapy of advanced pancreatic adenocarcinoma (clinicaltrials.gov identifier NCT01971281)	  	2013	  	Ongoing	
						
Ovarian Cancer	  	INNOVATE	  	Phase
1/2
trial	  	An open label pilot study of the NovoTTF-100L(O) system (NovoTTF therapy) concomitant with weekly paclitaxel for recurrent ovarian carcinoma (clinicaltrials.gov identifier NCT02244502)	  	2014	  	Ongoing	
						
Mesothelioma	  	STELLAR	  	Phase 2
trial	  	Phase 2 trial of pemetrexed and cisplatin or carboplatin in combination with NovoTTF therapy as first-line treatment in malignant pleural mesothelioma (clinicaltrials.gov identifier NCT02397928)	  	2015	  	Ongoing	

 
108

Table of Contents
 Management
Executive officers and directors
Our executive officers are elected by and serve at the discretion of our board of directors. The following table lists information about our directors and executive officers as of the date of this prospectus:

Name	  	Age	  	Position	
			
William F. Doyle	  	53	  	Chairman and Director	
			
Kinyip Gabriel Leung	  	53	  	Vice Chairman and Director	
			
Asaf Danziger	  	49	  	Chief Executive Officer and Director	
			
Michael Ambrogi	  	52	  	Chief Operating Officer	
			
Wilhelmus Groenhuysen	  	58	  	Chief Financial Officer	
			
Eilon Kirson, M.D., Ph.D.	  	47	  	Chief Science Officer and Head of Research and Development	
			
Peter Melnyk	  	53	  	Chief Commercial Officer	
			
Yoram Palti, M.D., Ph.D.	  	78	  	Chief Technology Officer and Director	
			
William Burkoth	  	39	  	Director	
			
Timothy Langloss	  	39	  	Director	
			
Louis J. Lavigne, Jr.	  	67	  	Director	
			
Robert J. Mylod, Jr.	  	48	  	Director	
			
Gert Lennart Perlhagen	  	72	  	Director	
			
Charles G. Phillips III	  	67	  	Director	
			
William A. Vernon	  	59	  	Director	
 	
William F. Doyle has served as our Chairman since 2009 and has been a director of NovoCure since 2004. Mr. Doyle has also been the Managing Director of WFD Ventures LLC, a venture capital firm he co-founded, since 2002. Prior to 2002, Mr. Doyle was a member of Johnson & Johnson’s Medical Devices and Diagnostics Group Operating Committee and vice president, Licensing and Acquisitions from 1995 to 1999. While at Johnson & Johnson, Mr. Doyle was also chairman of the Medical Devices Research and Development Council, Worldwide president of Biosense-Webster, Inc. and a member of the board of directors of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary. From 1992 to 1995, Mr. Doyle was a consultant with McKinsey & Company. Mr. Doyle holds a S.B. in materials science and engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. We believe Mr. Doyle is qualified to serve on our board of directors due to his business and investment experience and his extensive knowledge of our company and our industry.
Kinyip Gabriel Leung has been our Vice Chairman since 2011 and has been a director of NovoCure since 2011. Mr. Leung serves as our Vice Chairman on a part-time basis. From 2003 to 2010, Mr. Leung worked for OSI Pharmaceuticals, Inc., prior to its acquisition by Astellas Pharma Inc., last serving as executive vice president of
 
109

Table of Contents
OSI Pharmaceuticals, Inc. and the President of OSI’s Oncology and Diabetes Business. Mr. Leung was responsible for the launch of erlotinib (Tarceva) at OSI Pharmaceuticals, Inc. Prior to his tenure at OSI, from 1999 to 2003, Mr. Leung served as group vice president of the global prescription business at Pharmacia Corporation, leading Pharmacia Corporation’s oncology franchise with business and medical affairs operations in over 80 countries. From 1991 to 1999, Mr. Leung was an executive at Bristol-Myers Squibb Company, where he was responsible for the growth of Taxol and Paraplatin. In addition, Mr. Leung has served as a director for Albany Molecular Research Inc. (AMRI) since 2010 and was also a director of Delcath Systems, Inc. from 2011 to 2014. Mr. Leung is a pharmacist and trained at the University of Texas at Austin, where he earned his B.S. with High Honors. Mr. Leung attended graduate school at the University of Wisconsin-Madison, where he earned his M.S. in Pharmacy, with a concentration in pharmaceutical marketing. We believe that Mr. Leung is qualified to serve on our board of directors due to his service as our Vice Chairman and his extensive knowledge of our company and industry.
Asaf Danziger has served as our Chief Executive Officer since 2002 and has been a director of NovoCure since 2012. From 1998 to 2002, Mr. Danziger was CEO of Cybro Medical, a subsidiary of Imagyn Medical Technologies, Inc. Mr. Danziger holds a B.Sc. in material engineering from Ben Gurion University of the Negev, Israel. We believe that Mr. Danziger is qualified to serve on our board of directors due to his service as our Chief Executive Officer and his extensive knowledge of our company and industry.
Michael Ambrogi has been our Chief Operating Officer since 2010 and previously served as our U.S. General Manager from 2006 to 2010. Mr. Ambrogi has overall responsibility for our ongoing operations, engineering, manufacturing and service and human resources activities worldwide. From 1991 to 2006, Mr. Ambrogi worked for Deka Research and Development Corporation, inventor Dean Kamen’s research and development firm, last serving a general manager. Mr. Ambrogi led Deka’s teams on many products including the Baxter HomeChoice peritoneal dialysis machine, the Davol Hydroflex surgical irrigation device, the Cordis Crowne Stent and the J&J IBOT 3000 mobility system. Earlier in his career, from 1988 to 1990, Mr. Ambrogi was a consultant with McKinsey & Company. Mr. Ambrogi holds a S.B. in mechanical engineering from MIT.
Wilhelmus Groenhuysen has been our Chief Financial Officer since 2012. From 2007 to 2011, Mr. Groenhuysen worked for Cephalon, Inc., last serving as executive vice president and chief financial officer, where he had responsibility for worldwide finance, commercial operations and risk management. From 1987 to 2007, Mr. Groenhuysen worked for Philips Group in various assignments in Europe, Asia and the United States, the latest of which started in 2002 when he was promoted to chief financial officer and senior vice president of Philips Electronics North America Corporation. Mr. Groenhuysen holds a Master’s Degree in Business Economics from VU University Amsterdam and graduated as a Registered Public Controller at VU University Amsterdam.
Eilon Kirson, M.D., Ph.D. has been our Chief Science Officer and Head of Research and Development since 2012 and previously served as our Chief Medical Officer from 2006 to 2012. Dr. Kirson has led the development of TTFields from pre-clinical testing to large, multi-center phase 3 studies and through multiple regulatory approvals. Dr. Kirson previously served as head of electrophysiology at Carmel Biosensors Ltd. Dr. Kirson received his B.Med.Sc., M.D. and Ph.D. in Physiology-Biophysics from the Hebrew University of Jerusalem and served his residency in neurology at Sheba Medical Center, Tel Ha-Shomer Hospital, Israel.
Peter Melnyk has been our Chief Commercial Officer since 2011. Mr. Melnyk has overall responsibility for directing our global marketing and sales efforts and will lead the multi-national commercial launch of Optune. Mr. Melnyk was previously senior vice president for sales and marketing at OSI Pharmaceuticals, Inc. where he led the global commercialization efforts for Tarceva from 2003 to 2011. Prior to OSI, Mr. Melnyk was executive director of oncology at Pfizer Inc. and a director of oncology at Bristol-Myers Squibb Company. Mr. Melnyk also serves on the Cancer Prevention and Early Detection Advisory Workgroup of C-Change. Mr. Melnyk holds a B.Sc in animal science and M.Sc in reproductive endocrinology from McGill University.
 
110

Table of Contents
Yoram Palti, M.D., Ph.D. founded NovoCure in 2000 and has been our Chief Technology Officer, serving as a consultant, since 2000, and has been a director of NovoCure since 2002. Professor Palti is a professor emeritus of physiology and biophysics at the Technion – Israel Institute of Technology and the inventor of TTFields. Professor Palti has also served as a director of EchoSense Ltd. since 2010, serving as a consultant. From 1982 to 1993, Professor Palti was the head of the Rappaport Family Institute for Research in the Medical Sciences, the research arm of the Technion Medical School. From 1968 to 1970, Professor Palti was an associate professor of physiology at the University of Maryland School of Medicine. Professor Palti also founded and managed Carmel Biosensors Ltd. and CellSense Ltd. from 1992 to 2000. Professor Palti is the author of more than 40 patents and 70 scientific papers. Professor Palti received his M.Sc., Ph.D. and M.D. from The Hebrew Univ. Hadassah Medical School and served his residency at The Hebrew Univ. Hadassah Medical School. We believe that Professor Palti is qualified to serve on our board of directors due to his research qualifications and experience and his extensive knowledge of our technology and our industry.
William Burkoth has been a director of NovoCure since 2009. Mr. Burkoth has worked for Pfizer Inc.’s Venture Investments Team since 2004, currently serving as executive director, where he has responsibility for making direct equity investments in private life-science companies on behalf of Pfizer Inc. Prior to joining Pfizer Inc., from 2002 to 2004, Mr. Burkoth worked in business development at Galileo Pharmaceuticals, Inc. and at IntraBiotics Pharmaceuticals, Inc. From 1999 to 2002, Mr. Burkoth worked as an analyst at Bay City Capital, a life sciences venture capital firm. Mr. Burkoth currently serves as a director of Biodesy, Inc., G-CON Manufacturing Inc., NeuMoDx Molecular, Inc. and RefleXion Medical Inc. Mr. Burkoth received a B.A. in chemistry from Whitman College and an M.B.A. from Columbia Business School. We believe that Mr. Burkoth is qualified to serve on our board of directors due to his business and financial experience as an investor in, and a director of, companies in our industry.
Timothy Langloss has been a director of NovoCure since 2009. Mr. Langloss is a managing director of WFD Ventures LLC, a venture capital firm he co-founded in 2002. As part of his WFD responsibilities, Mr. Langloss served as President of Hand Innovations LLC, a WFD portfolio company acquired in 2006 by DePuy Orthopaedics, a Johnson & Johnson company. From June 1998 to July 2002, Mr. Langloss worked as an investment professional at Insight Venture Partners, a venture capital firm, and at Stonington Partners (formerly Merrill Lynch Capital Partners), a leveraged buyout firm. Mr. Langloss holds an A.B. degree from Harvard University. We believe Mr. Langloss is qualified to serve on our board of directors due to his business and investment experience and his extensive knowledge of our company and our industry.
Louis J. Lavigne, Jr. has been a director of NovoCure since 2012 and has served as the chairperson of our audit committee since 2012. Mr. Lavigne is currently the managing director of Lavrite, LLC, a management consulting firm specializing in corporate finance, accounting, growth strategy and management and the managing member of Spring Development Group, LLC, a specialized investor in growth situations. From 1982 to 2005, Mr. Lavigne worked at Genentech, Inc. He joined Genentech, Inc. in 1982 and was named controller in 1983. In 1986, he was promoted to vice president and assumed the chief financial officer position in 1988. In 1994, Mr. Lavigne became senior vice president and executive vice president in 1997. Mr. Lavigne has served as a director of Accuray, Inc. since 2009, as a director of Depomed, Inc. since 2013, as a director of DocuSign, Inc. since 2013, as a director of Zynga, Inc. since 2015 and as a director of Rodan & Fields, LLC since 2015. Mr. Lavigne previously served as a director of Allergan, Inc. from 2005 to 2014, as a director of BMC Software, Inc. from 2008 to 2013 and as a director of SafeNet, Inc. from 2010 to 2015. Mr. Lavigne is a board member and chairman of the UCSF Benioff Children’s Hospital Oakland, the UCSF Benioff Children’s Hospitals and the UCSF Children’s Hospitals Foundation. Mr. Lavigne also serves as a trustee of Babson College and Babson Global. Mr. Lavigne earned a B.S. in business administration from Babson College and an M.B.A. from Temple University. We believe that Mr. Lavigne is qualified to serve on our board of directors due to his business and accounting experience working as an executive and director of companies in our industry.
 
111

Table of Contents
Robert J. Mylod, Jr. has been a director of NovoCure since 2012 and has served on our audit committee since 2012. Mr. Mylod has served as managing member of Annox Capital LLC since 2012. From 2009 to 2011, Mr. Mylod served as vice chairman and head of worldwide strategy and planning at priceline.com. From 2000 to 2009, Mr. Mylod was priceline.com’s chief financial officer. Prior to joining priceline.com, Mr. Mylod was a principal at Stonington Partners, a private equity investment firm. Mr. Mylod is on the board of directors of EverBank Financial Corp. Mr. Mylod earned an A.B. in English from the University of Michigan and an M.B.A. from the University of Chicago Graduate School of Business. We believe that Mr. Mylod is qualified to serve on our board of directors due to his business, accounting and corporate finance experience.
Gert Lennart Perlhagen has been a director of NovoCure since 2003 and has served on our compensation committee since 2012. Mr. Perlhagen is an active entrepreneur and investor in emerging healthcare companies and was a founding investor in NovoCure. Mr. Perlhagen founded (as part of its merger with Cross Pharma AB) and, from 1999 to 2006, served as a director of Meda AB, a leading specialty Swedish pharmaceutical company. Prior to founding Meda AB, Mr. Perlhagen was the chief executive officer for Scandinavia and UK for Pharmitalia SpA (later acquired by Pfizer Inc.) where he gained extensive experience in oncology through the launch of the chemotherapy agent doxorubicin (Adriamycin). Outside oncology, Mr. Perlhagen helped lead the commercial launch of omeprazole (Losec/Prilosec) for Astra AB where he served as regional director for South Europe and as a member of the International Marketing Strategy Group. We believe Mr. Perlhagen is qualified to serve on our board of directors due to his business and investment experience and his extensive knowledge of our company and our industry.
Charles G. Phillips III has been a director of NovoCure since 2012 and has served on our audit committee and as the chairperson of our compensation committee since 2012. From 2008 to 2011, Mr. Phillips served as chief operating officer of Prentice Capital Management, LLC, an investment management firm. Prior to joining Prentice Capital Management, LLC, Mr. Phillips was a managing director from 1991 to 2002 and president from 1998 to 2001 of Gleacher & Co., an investment banking and management firm. Prior to joining Gleacher & Co., Mr. Phillips held senior positions at other investment banking firms, including nine years at Morgan Stanley where he served as a managing director within the investment banking division and founded and led that firm’s high-yield finance activities. Mr. Phillips has served on the boards of several public and private companies and private investment funds, including California Pizza Kitchen, Inc. and Fidus Investment Corporation. Mr. Phillips also serves on the governing bodies of a number of educational and non-profit organizations. Mr. Phillips earned an A.B. from Harvard College and an M.B.A from Harvard Business School. We believe Mr. Phillips is qualified to serve on our board of directors due to his business, financial and investment banking experience.
William A. Vernon has been a director of NovoCure since 2006 and has served on our compensation committee since 2012. Mr. Vernon served as the chief executive officer of the Kraft Foods Group from 2011 to 2014 and served as its senior advisor through March 2015. Mr. Vernon has served as a director of Medivation, Inc. since 2006 and as a director of Intersect ENT Inc. since 2015. From 2009 to 2011, Mr. Vernon served as the president of Kraft Foods North America and an executive vice president of Kraft Foods. From 2006 to 2009, Mr. Vernon served as the healthcare industry partner for Ripplewood Holdings, a private equity firm. From 1983 to 2006, Mr. Vernon worked for Johnson & Johnson. He served as company group chairman of DePuy Orthopaedics from 2004 to 2005, president of Centocor from 2001 to 2004 and president of McNeil Consumer Products and Nutritionals, Worldwide and president of The Johnson & Johnson-Merck Joint Venture from 1995 to 2001. Mr. Vernon holds a B.A. in history from Lawrence University and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Vernon is qualified to serve on our board of directors due to his business and investment experience as an executive in our industry.
 
112

Table of Contents
Board of directors
Composition of our board of directors
Our articles of association provide that our board of directors may consist of between two and 13 directors, and our board of directors currently has 11 members, including our Chairman, our Chief Executive Officer and our Chief Technology Officer. Our directors were elected to serve on our board pursuant to an investors rights agreement, which will terminate upon the consummation of this offering.
Upon consummation of this offering, our board of directors will be divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. Upon the closing of this offering, the members of the classes will be divided as follows:
 
 	•	 	the class I directors will be Mr. Burkoth, Mr. Langloss and Mr. Palti;	
 	•	 	the class II directors will be Mr. Leung, Mr. Lavigne, Mr. Perlhagen and Mr. Mylod; and	
 	•	 	the class III directors will be Mr. Vernon, Mr. Danziger, Mr. Doyle and Mr. Phillips.	
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of shareholders in the year in which their term expires. To the extent that a vacancy arises on the board of directors during the term of a director’s appointment, the new director appointed as a replacement to fill the vacancy will serve for the remainder of the three-year term of the director he or she has replaced.
Director independence
Our board of directors has determined that each of Messrs. Burkoth, Langloss, Lavigne, Mylod, Perlhagen, Phillips and Vernon has no relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an independent director as defined by applicable SEC and NASDAQ rules.
Role of our board of directors in risk oversight
Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures and our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage unnecessary risk-taking. In addition, upon completion of this offering, our audit committee will oversee the performance of our internal audit function and consider and approve or disapprove any related-party transactions and our nominating and governance committee will monitor the effectiveness of our corporate governance guidelines.
 
113

Table of Contents
Indemnification agreements
We have entered into indemnification agreements with each of our directors to indemnify them against certain liabilities and expenses arising from their being a director provided they acted in good faith with a view to our best interests. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Committees of the board of directors
Our board of directors has established an audit committee, a stock option and compensation committee, or compensation committee, and a corporate governance and nominating committee and may from time to time establish other committees. Copies of each committee’s charter will be posted on our website, www.novocure.com, upon our listing on NASDAQ.
Audit committee
Our audit committee oversees our corporate accounting and financial reporting process. Upon completion of this offering, the audit committee will be responsible for, among other things:
 
•	 	appointing our independent registered public accounting firm;	
 
•	 	evaluating the independent registered public accounting firm’s qualifications, independence and performance;	
 
•	 	determining the terms of our engagement of our independent registered public accounting firm;	
 
•	 	reviewing and approving the scope of the annual audit and the audit fee;	
 
•	 	reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;	
 
•	 	reviewing and approving, in advance, all audit and non-audit services to be performed by our independent registered public accounting, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;	
 
•	 	monitoring and ensuring the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;	
 
•	 	establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal controls or auditing matters, including procedures for the confidential, anonymous submission by our employees of complaints regarding questionable accounting or auditing matters and reviewing such complaints;	
 
•	 	reviewing and approving related-party transactions;	
 
•	 	investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the audit committee deems necessary;	
 
•	 	reviewing reports to management prepared by the internal audit function, if any, as well as management’s responses;	
 
114

Table of Contents

•	 	reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual quarterly reports to be filed with the SEC;	
 
•	 	reviewing, at least annually, the audit committee charter and the committee’s performance; and	
 
•	 	handling such other matters that are specifically delegated to the audit committee by our board of directors from time to time.	
The audit committee consists of Mr. Lavigne, who currently serves as chairperson of the committee, Mr. Mylod and Mr. Phillips. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. Mr. Lavigne qualifies and will serve as an audit committee financial expert as defined under the applicable rules and regulations of the SEC. Under the rules and regulations of the SEC and NASDAQ, members of the audit committee must also meet independence standards under Rule 10A-3 of the Exchange Act. All members of our audit committee meet the independence standards.
Compensation committee
Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers, directors and employees. See “Executive compensation—Compensation philosophy and objectives” for a description of the responsibilities of our compensation committee.
The compensation committee consists of Mr. Phillips, who currently serves as the chairperson of the committee, Mr. Perlhagen and Mr. Vernon. Each of the members of our compensation committee is a non-employee director as defined in Rule 16b-3 promulgated under the Exchange Act, an outside director as that term is defined in Section 162(m) of the Code and an “independent director” under applicable NASDAQ rules.
Nominating and corporate governance committee
Upon the completion of this offering, the nominating and corporate governance committee will be responsible for, among other things:
 
•	 	identifying and screening candidates for our board of directors and recommending nominees for election as directors, as well as recommending one or more “audit committee financial experts” (as defined under applicable SEC rules) for the audit committee;	
 
•	 	establishing procedures to exercise oversight of the evaluation of our board of directors and management;	
 
•	 	developing and recommending to our board of directors a set of corporate governance guidelines, as well as periodically reviewing these guidelines and recommending any changes to our board of directors;	
 
•	 	reviewing the structure of our board of directors’ committees and recommending to our board of directors for its approval directors to serve as members of each committee, and where appropriate, making recommendations regarding the removal of any member of any committee;	
 
•	 	reviewing and assessing the adequacy of its formal written charter on an annual basis;	
 
•	 	reviewing the relationships that each director has with us for purposes of determining independence;	
 
•	 	generally advising our board of directors on corporate governance and related matters.	
Our nominating and corporate governance committee will consist of Mr. Vernon, who will serve as chairperson of the committee, Mr. Burkoth and Mr. Mylod. Each of the members of our nominating and corporate governance committee is an independent director under the rules of NASDAQ relating to nominating and corporate governance committee independence.
 
115

Table of Contents
Code of business conduct and ethics
We have adopted a code of business conduct and ethics applicable to all of our employees, officers, directors and consultants, including our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code will be available on our website prior to completion of this offering. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website or as required by applicable law or NASDAQ listing requirements.
 
116

Table of Contents
 Executive compensation
Our named executive officers, or NEOs, for fiscal 2014, which consist of our principal executive officer and our two most highly compensated executive officers other than our principal executive officer, are:
 
•	 	Asaf Danziger, our Chief Executive Officer;	
•	 	Wilhelmus Groenhuysen, our Chief Financial Officer; and	
•	 	Eilon Kirson, our Chief Science Officer and Head of Research and Development.	
Compensation philosophy and objectives
Historically, our board of directors has primarily been responsible for determining our compensation strategy with respect to our executive officers. In September 2011, our board of directors established the compensation committee. The compensation committee consists of Messrs. Perlhagen, Phillips and Vernon, with Mr. Phillips serving as Chairman.
The compensation committee’s purposes are, among other functions:
 
•	 	to discharge our board of directors’ responsibilities relating to compensation of our directors and executive officers; and	
 
•	 	to oversee the administration of our overall compensation and employee benefits plans, in particular incentive compensation and equity-based plans.	
Pursuant to the compensation committee charter, the compensation committee’s specific authorities and powers will be, among other functions:
 
•	 	to periodically review and approve generally our compensation and benefit strategies and policies;	
 
•	 	to at least annually review and approve the corporate goals and objectives relevant to the compensation of our Chief Executive Officer, to evaluate the Chief Executive Officer’s performance in light of these goals and objectives and set the Chief Executive Officer’s compensation;	
 
•	 	to at least annually review and approve with the input of our Chief Executive Officer, the compensation of our other executive officers and to approve employment, consulting, severance, retirement and/or change in control agreements or provisions with respect to any current or former executive officers;	
 
•	 	to at least annually review and approve succession plans for our Chief Executive Officer and other executive officers;	
 
•	 	to periodically review and make recommendations to the board of directors regarding director compensation;	
 
•	 	to oversee the implementation and administration of our equity compensation plans (including reviewing and approving the adoption of new plans or amendments or modifications to existing plans, subject to shareholder approval, as necessary);	
 
•	 	to approve or review and make recommendations to the board of directors with respect to our share-based compensation plans;	
 
•	 	to retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser (only after taking into consideration certain specified factors identified by the SEC or NASDAQ listing standards), with direct responsibility for the appointment, compensation and oversight of the work of any such compensation consultant, independent legal counsel and other adviser retained by the compensation committee;	
 
117

Table of Contents

•	 	to review from time to time the compensation committee charter and the committee’s performance; and	
 
•	 	to exercise such other authorities and responsibilities as may be delegated to the compensation committee by the board of directors from time to time.	
Compensation decision process
Historically, the design, negotiation and execution of compensatory arrangements in connection with the hiring of our executives has been based in large part on our desire and goal to provide compensation sufficient to enable us to attract and retain talent necessary to further develop our business based on the short- and long-term goals of our board of directors and shareholders, while at the same time most efficiently utilizing available cash and equity in light of the stage of the development of our company. Compensation of our NEOs after the initial period following their hiring was influenced by the amounts of compensation that we initially agreed to pay them in connection with their hiring, as well as by our evaluation of their performance, levels of responsibility, prevailing market conditions and the financial condition and prospects of our company. In addition, we generally have sought a degree of internal equity in the compensation of existing executives relative to the compensation paid to more recently hired executives, using existing pay levels and commitments as a yard-stick in setting and determining our executives’ relative salary, bonus and equity compensation. Finally, certain of the members of our board of directors have had significant experience with private equity-backed companies and the executive compensation practices of such companies and have applied this knowledge and experience to their judgments regarding our past compensation decisions.
Prior to December 2012, our board of directors made compensation decisions for our company. Following the establishment of the compensation committee and adoption of the compensation committee’s charter in December 2012, the compensation committee formalized and refined the compensation approval process. The compensation committee has remained primarily responsible for compensation decisions for our company in accordance with the charter.
In accordance with its charter, our compensation committee determines and approves the annual compensation of our Chief Executive Officer and, with the input of our Chief Executive Officer, our other executive officers. The compensation committee also regularly reports its compensation decisions to our board of directors. Our compensation committee also administers our equity and other incentive compensation plans, including, upon completion of this offering, our 2015 Omnibus Incentive Plan, which is described below. We expect that the specific components of our executive compensation program will continue to be reviewed and adjusted as appropriate to reflect the performance of our company and our executive officers, market and industry practices, consideration of applicable securities and tax regulations as well as our experience as a publicly held company. Accordingly, the compensation paid to our NEOs in fiscal 2014 and paid or payable in fiscal 2015 may not necessarily be indicative of how we may compensate our NEOs following this offering.
 
118

Table of Contents
The following tables and narratives describe the compensation and benefits provided to our NEOs in fiscal 2014.
2014 Summary compensation table

Named executive officer and
principal position	  	Fiscal
year	 	  	Salary ($)(1)	 	  	Option
awards ($)(2)	 	  	Non-equity
incentive plan
compensation ($)(3)	 	  	All other
compensation ($)(4)(5)	 	  	Total ($)	 	
Asaf Danziger
Chief Executive Officer	  	 	2014	  	  	 	696,174	  	  	 	448,161	  	  	 	313,568	  	  	 	288,528	  	  	 	1,746,431	  	
							
Wilhelmus Groenhuysen
Chief Financial Officer	  	 	2014	  	  	 	594,825	  	  	 	298,774	  	  	 	300,300	  	  	 	17,544	 	  	 	1,211,443	  	
							
Eilon Kirson
Chief Science Officer and Head of Research and Development	  	 	2014	  	  	 	464,116	  	  	 	298,774	  	  	 	209,045	  	  	 	149,787	  	  	 	1,121,722	  	

(1)	 	Effective January 1, 2014, the compensation committee set Mr. Danziger’s and Mr. Kirson’s annual base salaries, expressed in U.S. dollars, at $624,000 and $416,000, respectively. In accordance with Company practice/policy, such annual salaries are paid in the new Israeli shekel, or NIS. The difference between the salary amounts established by the compensation committee and those reported in the table above are due to currency translations. The salary for Mr. Groenhuysen reflects a blended rate of his base salary at the start of fiscal 2014 of $577,500 and a rate of $600,600 following a performance-based raise in February 2014.	
 
(2)	 	The amounts represent the aggregate grant date fair value of option awards granted by us in 2014, computed in accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 13 to our consolidated financial statements. These amounts reflect our accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the NEOs. None of our NEOs have been granted stock awards or any equity compensation other than stock options. For Mr. Danziger, the option awards reflect the grant on February 26, 2014 of options to purchase 88,695 ordinary shares under our 2013 Share Option Plan. For Mr. Groenhuysen, the option awards reflect the grant on February 26, 2014 of options to purchase 59,130 ordinary shares under our 2013 Share Option Plan. For Mr. Kirson, the option awards reflect the grant on February 26, 2014 of options to purchase 59,130 ordinary shares under our 2013 Share Option Plan. In each case, 25% of the options become vested on each of the first, second, third and fourth anniversaries of the February 26, 2014 grant date.	
 
(3)	 	Reflects annual cash bonus payments pursuant to the 2014 Cash Bonus Program for achieving certain corporate achievements and personal objectives in respect of 2014 performance, which bonuses were paid in the first quarter of 2015. For additional information, see “Cash bonuses—2014 Cash Bonus Program” below. Mr. Danziger’s and Mr. Kirson’s annual cash bonus payments, expressed in U.S. dollars, are $312,000 and $208,000, respectively; however, like their respective base salaries, in accordance with Company practice/policy, such annual cash bonus payments are paid in NIS. The difference between the salary amounts established by the compensation committee and those reported in the table above are due to currency translations. The amounts reported for Mr. Danziger’s and Mr. Kirson’s annual cash bonus payments pursuant to the 2014 Cash Bonus Program reflect the actual amounts paid in respect of 2014 performance, as expressed in U.S. dollars, based on the actual NIS/US$ exchange rates.	
 
(4)	 	A detailed breakdown of “All other compensation” for Asaf Danziger and Eilon Kirson for fiscal 2014 is provided in the table below, in each case, based on actual cost expressed in U.S. dollars.	

Name	  	Company
contribution
to
benefits ($)(a)(b)	 	    	Vacation
payout ($)(c)(d)	 	  	Automobile
payments ($)(e)	 	  	Total ($)	 	
Asaf Danziger	  	 	173,109	  	    	 	69,960	  	  	 	45,459	  	  	 	288,528	  	
Eilon Kirson	  	 	95,027	  	    	 	32,193	  	  	 	22,567	  	  	 	149,787	  	

119

Table of Contents

 	(a)	 	Amount includes $110,592 in severance and pension contributions from us to Mr. Danziger’s Managers Insurance Policy; $52,213 in contributions from us to Mr. Danziger’s advance study fund/professional education fund (keren hishtalmut); $10,304 in payments by us in respect of social security and recuperation pay required by statute in Israel, convalescence pay and holiday gift cards given to Company employees twice per year (Passover and Rosh Hashana) and grossed up for taxes. For additional details with respect to the Managers Insurance Policy and professional education fund, please see “Other employee benefits and compensation” and “Executive employment arrangements—Danziger employment agreement” below.	
 
 	(b)	 	Amount includes $51,018 in severance and pension contributions from us to Mr. Kirson’s Managers Insurance Policy; $33,642 in contributions from us to Mr. Kirson’s advance study fund/professional education fund (keren hishtalmut); $10,367 in payments by us in respect of social security and recuperation pay required by statute in Israel, convalescence pay and holiday gift cards given to Company employees twice per year (Passover and Rosh Hashana) and grossed up for taxes. For additional details with respect to the Managers Insurance Policy and professional education fund, please see “Other employee benefits and compensation” and “Executive employment arrangements—Kirson employment agreement” below.	
 
 	(c)	 	Represents payment for 28 days of accrued but unused vacation time paid to Mr. Danziger pursuant to the exercise of his right, in accordance with his employment agreement, to elect, on an annual basis, to receive a cash payment based on Mr. Danziger’s base salary in respect of such accrued but unused vacation time in lieu of using such accrued vacation in the future. For Mr. Danziger, the vacation payment represented 28 days of unused vacation accrued from October 2013 when Mr. Danziger had last made an election to receive his then accrued vacation time in cash. For additional information, see “Executive employment arrangements—Danziger employment agreement” below.	
 
 	(d)	 	Represents payment for 20 days of accrued but unused vacation time paid to Mr. Kirson pursuant to the exercise of his right, in accordance with Company practice, to elect, on an annual basis, to receive a cash payment based on Mr. Kirson’s base salary in respect of such accrued but unused vacation time in lieu of using such accrued vacation in the future. For Mr. Kirson, the vacation payment represented 20 days of unused vacation accrued from October 2013 when Mr. Kirson had last made an election to receive his then accrued vacation time in cash. For additional information, see “Executive employment arrangements—Kirson employment agreement” below.	
 
 	(e)	 	In lieu of providing Mr. Danziger with a company car, we currently satisfy our automobile obligations under Mr. Danziger’s employment agreement with us by paying Mr. Danziger cash sufficient to cover the costs of his automobile on an after-tax basis. The total amount paid to Mr. Danziger in 2014 with respect to the automobile payments was $45,459. For additional information, see “Executive employment arrangements—Danziger employment agreement” below. For Mr. Kirson, we pay a third-party leasing company directly for vehicle expenses.	
 
(5)	 	“All other compensation” for Mr. Groenhuysen for fiscal 2014 was comprised of automobile payments totaling $13,200 and insurance premiums paid of $4,344. For additional information, see “Executive employment arrangements—Groenhuysen employment letter agreement.”	
Base salary
Our compensation committee conducts an annual review of each executive officer’s base salary once per year, with input from our Chief Executive Officer (other than with respect to himself), and makes adjustments as it determines appropriate in furtherance of our compensation philosophy and company performance objectives and needs, with revisions generally becoming effective in April of that year.
 
120

Table of Contents
In 2014, in connection with their respective annual performance reviews, effective January 1, 2014, Mr. Danziger’s base salary was increased to $624,000 and Mr. Kirson’s base salary was increased to $416,000. In addition, in connection with his annual performance review, Mr. Groenhuysen’s base salary was increased to $600,600. These base salary increases were approved by the compensation committee.
The current annual base salaries of our Named Executive Officers and Mr. Groenhuysen are set forth below:

Named executive officer	  	Base salary ($)	 	
Asaf Danziger	  	 	624,000	  	
Wilhelmus Groenhuysen	  	 	600,600	  	
Eilon Kirson	  	 	416,000	  	
 	 	
The salary actually paid to Mr. Groenhuysen in 2014 and reported in the summary compensation table reflects a blended rate of his base salary at the start of fiscal 2014 of $577,500 and a rate of $600,600 following a performance-based raise in February 2014.
Cash bonuses
2014 Cash Bonus Program
In general, each executive officer’s bonus is determined by the achievement of corporate goals and personal objectives. Under their respective employment agreements, certain executives have pre-established target bonus amounts (expressed as a percentage of base salary) payable at the discretion of the board or compensation committee. For our CEO, the actual amount of his bonus award is determined solely based on our achievement of corporate objectives. For our other executive officers, the actual amount of the bonus award is determined by the executive’s level of achievement against his or her personal objectives (comprising 10% of the bonus), in combination with the achievement of the corporate objectives (comprising 90% of the bonus). The corporate objectives for 2014 included commercial objectives, such as gross billings targets in the United States and launches of certain projects; clinical regulatory and medical affairs objectives, such as opening and enrolling certain trials; finance, health policy and reimbursement and billing operations objectives, including establishing certain payment functions and securing contracts with private payers; and operations, supply chain and engineering objectives.
Our NEOs received the following annual cash bonuses in respect of 2014 performance, in large part in recognition of the continued growth of the business and the successful interim results of the EF-14 clinical trial for newly diagnosed GBM:

Named executive officer	  	FY 2014 target bonus
(% Base Salary)	 	  	Realization  (%)
corporate
achievement/personal
objectives	 	  	Actual FY 2014 bonus ($)	 	
Asaf Danziger	  	 	50%	  	  	 	100%/n/a	  	  	 	312,000	  	
Wilhelmus Groenhuysen	  	 	50%	  	  	 	100%/100%	  	  	 	300,300	  	
Eilon Kirson	  	 	50%	  	  	 	100%/100%	  	  	 	208,000	  	
 	 	
The target annual cash bonus percentages for Messrs. Groenhuysen and Kirson were as set forth in each of their respective employment agreements (as described below). Mr. Danziger’s target annual cash bonus percentage is established by the compensation committee each year, in its discretion, in accordance with the terms of his employment agreement. The compensation committee determined that for fiscal 2014, Mr. Danziger’s target annual cash bonus would be equal to 50% of his base salary, consistent with the target annual cash bonus percentages for our other named executive officers.
 
121

Table of Contents
2015 Cash Bonus Program
The target amount of the annual cash bonus for each of our NEOs for fiscal 2015 is described below:

Named executive officer	  	FY 2015 target bonus
(% Base Salary)	 	  	FY 2015 target bonus ($)	 	
Asaf Danziger	  	 	75%	  	  	 	468,000	  	
Wilhelmus Groenhuysen	  	 	50%	  	  	 	300,300	  	
Eilon Kirson	  	 	50%	  	  	 	208,000	  	
 	 	
For 2015, Messrs. Groenhuysen and Kirson continue to have a target annual cash bonus equal to 50% of their respective base salaries as per their respective employment agreements. The compensation committee determined that for fiscal 2015, Mr. Danziger’s target annual cash bonus would increase to 75% of his base salary to more closely align with market practice.
The corporate objectives for 2015 included business unit objectives (weighted at 30%), such as increasing demand for Optune and launches of certain projects; clinical regulatory and medical affairs objectives (weighted at 30%), such as opening and enrolling certain trials and obtaining approvals for new delivery systems; finance and health policy objectives (weighted at 20%), including securing contracts with private payers; and operations, supply chain, engineering and human resources objectives (weighted at 20%).
Going forward, we expect that we will in the future adopt a formal annual bonus plan or program, which may be a sub-plan under the umbrella of our 2015 Omnibus Incentive Plan (as further described below).
Long-term equity compensation
On February 26, 2014, our board of directors approved stock option awards under our 2013 Share Option Plan to our NEOs as follows:

Named executive officer	  	Stock options (#)	 	  	Exercise price ($)	 	
Asaf Danziger	  	 	88,695	  	  	 	7.48	  	
Wilhelmus Groenhuysen	  	 	59,130	  	  	 	7.48	  	
Eilon Kirson	  	 	59,130	  	  	 	7.48	  	
 	 	
Set forth below is a summary of the terms of the stock options granted to our NEOs in fiscal 2014.
 
•	 	The options granted to Mr. Danziger and Mr. Kirson were intended to be Section 102(b)(2) options under the Israeli Income Tax Ordinance (as described below). The options granted to Mr. Groenhuysen were intended to be incentive stock options under the Internal Revenue Code.	
 
•	 	The exercise price per share subject to the stock options is equal to the fair market value of an ordinary share on the date of grant.	
 
•	 	The options generally vest in four equal installments of 25% of the shares subject to the option on each of the first four anniversaries of the grant date, subject to the optionee’s continued service through the applicable vesting date.	
 
•	 	The options expire ten years from the date of grant to the extent not theretofore exercised.	
 
•	 	Upon a termination for cause, as defined in our 2013 Share Option Plan, all outstanding options, whether vested or unvested, will immediately be forfeited on the date of termination.	
 
122

Table of Contents

•	 	Upon a termination due to death or disability, unvested options will generally be forfeited on the date of termination, but the optionee will have 12 months to exercise any options that were vested and exercisable at the time of termination.	
 
•	 	Upon a termination by us without cause or a voluntary termination by the optionee, unvested options will generally be forfeited on the date of termination, but the optionee will have 180 days to exercise any options that were vested and exercisable at the time of termination.	
On March 5, 2015, our board of directors approved stock option awards under our 2013 Share Option Plan to our NEOs as follows:

Named executive officer	  	Stock options (#)	 	  	Exercise price ($)	 	
Asaf Danziger	  	 	354,780	  	  	 	14.37	  	
Wilhelmus Groenhuysen	  	 	266,085	  	  	 	14.37	  	
Eilon Kirson	  	 	266,085	  	  	 	14.37	  	
 	 	
The stock options granted to our NEOs in fiscal 2015 have substantially similar terms as those granted in fiscal 2014 and described above.
Other employee benefits and compensation
We provide limited executive perquisites to some of our NEOs and limited change-in-control benefits as described further below. We generally provide our NEOs in the United States and Israel with the same benefits generally provided to all other employees in the United States and Israel, respectively.
In the United States, we sponsor a tax-qualified 401(k) defined contribution plan. Our 401(k) plan, which is generally available to all employees, allows participants to defer amounts of their annual compensation before taxes, up to the maximum amount specified by the U.S. Internal Revenue Code of 1986, as amended, or the Code, which was $17,500 per person for calendar year 2014 and is $18,000 for calendar year 2015. We do not currently provide , and never have provided, matching contributions or profit-sharing contributions to the plan, although we may do so in the future.
In Israel, we generally provide our executives with severance, pension, disability and education benefits in line with both Israeli law as well as customary compensation practices among technology companies. Israel’s Severance Pay Law generally entitles employees with one or more years of service to a severance benefit equal to one month’s salary (together with any fixed additional payments that are paid unconditionally each month) for each year of service in the event of a termination by the company or, in limited circumstances, a resignation by the employee due to a constructive dismissal. Certain mandatory pension requirements are also required in light of certain expansion orders that apply to all employees in the industrial sector as well as to all employees in Israel, as the case may be. However, by virtue of Section 14 of the Severance Pay Law, the Minister of Economy (formerly the Ministry of Labor and Welfare) promulgated a General Approval Regarding Payments By Employers to a Pension Fund and Insurance Fund in lieu of Severance Pay According to Severance Pay Law, 5723-1963, or the General Approval, which enables a company and an employee to contractually agree to severance benefits that differ from and apply in lieu of the statutory severance obligations. Payments in accordance with Section 14 of the Severance Pay Law release the employer from any future actual severance payments in respect of its employees, as those employees are entitled upon termination of employment only to the sums accrued in their Managers Insurance Policy ( bituach menahalim ) or pension fund (as the case may be) with respect to severance pay. Such contractual arrangements are common for employees in Israel in the technology sector.
For each of Mr. Danziger and Mr. Kirson, we have contractually agreed to adhere to the provisions of the General Approval and to contribute on a monthly basis to a Managers Insurance Policy ( bituach menahalim ) on
 
123

Table of Contents
his behalf. Such monthly contributions cover pension and disability benefits as well as severance pay in lieu of our statutory obligation to provide such payment under the Severance Pay Law. Pursuant to their respective employment agreements (as described more fully below), each of Mr. Danziger and Mr. Kirson is the beneficiary of a Managers Insurance Policy pursuant to which we contribute, on a monthly basis, 8.33% of his monthly gross salary in respect of severance, 5% of monthly gross salary in respect of pension benefits and up to 2.5% of monthly gross salary in respect of disability benefits. In addition to these company contributions, each of Mr. Danziger and Mr. Kirson contributes to his Managers Insurance Policy by way of a deduction from his monthly salary, a monthly amount equal to 5% of his monthly gross salary. Earnings on amounts contributed to the Managers Insurance Policy are determined under the terms of the policy that is selected by the executive. Except in extreme cases (as may be adjudicated by a competent Labor Court) or if Mr. Danziger or Mr. Kirson impermissibly draws upon such policy (as described in the General Approval attached as an appendix to the relevant employment agreement), Mr. Danziger or Mr. Kirson, as the case may be, will receive all severance and pension amounts accumulated in his Managers Insurance Policy upon any termination of his employment (including a resignation that otherwise would not result in the payment of statutory severance under the Severance Pay Law). Disability benefits would be paid, if at all, subject to the terms of the specific disability policy acquired by Mr. Danziger or Mr. Kirson (generally only if he is unable to continue working in his profession or to work at all).
In addition, we contribute to an advance study fund/professional education fund ( keren hishtalmut ) for the benefit of Mr. Danziger and of Mr. Kirson in Israel. These professional education funds are similar to tax-qualified defined contribution savings plans in the United States because contributions up to a certain amount are generally not subject to tax, the funds are managed by insurance companies or investment companies, and their entire activity in this regard is highly regulated by the Ministry of Finance. To qualify for the tax benefits, the employee-beneficiary of the professional education fund is required not to use the funded amounts for a period of at least six years from the establishment of the fund. For each of Mr. Danziger and Mr. Kirson, during each month of his employment, we contribute an amount equal to 7.5% of his monthly gross salary to a professional education fund, but not in excess of the highest amount of such contributions deductible or creditable for Israeli tax purposes. Up to these limits, there is no taxation on the contributions. However, any amount in excess of the highest deductible or creditable amount for such tax purposes is paid to Mr. Danziger or Mr. Kirson concurrently with his monthly salary and taxed like salary at ordinary income rates (but separate from, and not part of, his monthly gross salary as to which the Managers Insurance Policy contributions are required). In addition to contributions that we make to the professional education funds for each of Mr. Danziger and Mr. Kirson, we deduct 2.5% of his monthly gross salary for employee contributions to these funds. Once we make contributions to the funds, Mr. Danziger’s and Mr. Kirson’s rights to the amounts in the funds are generally governed solely by the applicable agreements and policies between the executive and the applicable insurance or investment company.
Except as described above, we do not currently sponsor or contribute to any qualified or non-qualified defined benefit plan or any non-qualified defined contribution plan, and we do not currently maintain (or have any outstanding obligation with respect to) any traditional non-qualified deferred compensation plan or other deferred compensation plans.
 
124

Table of Contents
Outstanding equity awards at fiscal year end—plan-based awards
The following table sets forth information regarding outstanding option awards under the 2003 Share Option Plan and 2013 Share Option Plan held by our NEOs as of December 31, 2014. This table includes unexercised and unvested option awards. For additional information regarding these option awards, see “Long-term equity compensation” above and “Share option and other equity compensation plans” below.

Named executive officer	  	Number of
securities
underlying
unexercised
options
(#)—exercisable	 	 	Number of securities
underlying
unexercised  options
(#)—unexercisable	 	  	Option exercise
price ($ per share)	 	  	Option
expiration
date	 	
Asaf Danziger	  	 	59,130	(1) 	 	 	—	  	  	 	0.17	  	  	 	5/1/2016	  	
	  	 	342,954	(2) 	 	 	—	  	  	 	0.17	  	  	 	3/28/2017	  	
	  	 	354,780	(3) 	 	 	—	  	  	 	0.38	  	  	 	10/12/2020	  	
	  	 	335,147	(4) 	 	 	111,716	  	  	 	3.44	  	  	 	12/14/2021	  	
	  	 	—	(5) 	 	 	88,695	  	  	 	7.48	  	  	 	2/26/2024	  	
					
Wilhelmus Groenhuysen	  	 	327,017	(6) 	 	 	196,715	  	  	 	3.44	  	  	 	12/14/2021	  	
	  	 	22,173	(7) 	 	 	66,521	  	  	 	7.03	  	  	 	2/20/2023	  	
	  	 	—	(8) 	 	 	59,130	  	  	 	7.48	  	  	 	2/26/2024	  	
					
Eilon Kirson	  	 	29,565	(9) 	 	 	—	  	  	 	0.17	  	  	 	5/1/2016	  	
	  	 	156,073	(10) 	 	 	—	  	  	 	0.17	  	  	 	12/12/2016	  	
	  	 	57,651	(11) 	 	 	19,217	  	  	 	3.44	  	  	 	9/15/2021	  	
	  	 	53,217	(12) 	 	 	17,739	  	  	 	3.44	  	  	 	12/14/2021	  	
	  	 	54,695	(13) 	 	 	164,086	  	  	 	7.03	  	  	 	2/20/2023	  	
	  	 	—	(14) 	 	 	59,130	  	  	 	7.48	  	  	 	2/26/2024	  	

(1)	 	These options were granted as Section 102(b)(2) options on May 1, 2006 in respect of 59,130 ordinary shares. One-half of the options became vested on May 1, 2008 and one-fourth of the options became vested on May 1 of each of 2009 and 2010.	
 
(2)	 	These options were granted as Section 102(b)(2) options on March 28, 2007 in respect of 342,954 ordinary shares. One-fourth of the options became vested on March 28, 2008 and one-fourth of the options became vested on March 28 of each of 2009, 2010 and 2011.	
 
(3)	 	These options were granted as Section 102(b)(2) options on October 12, 2010 in respect of 354,780 ordinary shares. One-fourth of the options became vested on October 12 of each of 2011, 2012, 2013 and 2014.	
 
(4)	 	These options were granted as Section 102(b)(2) options on December 14, 2011. One-fourth of the options became vested on December 14 of each of 2012, 2013 and 2014 and one-fourth of the options will become vested on December 14, 2015, subject to Mr. Danziger’s employment through the applicable vesting date.	
 
(5)	 	These options were granted as Section 102(b)(2) options on February 26, 2014. One-fourth of the options became vested on February 26, 2015 and one-fourth of the options would become vested on February 26 of each of 2016, 2017 and 2018, subject to Mr. Danziger’s employment through the applicable vesting date.	
 
(6)	 	These options were granted on December 14, 2011. One-fourth of the options became vested on December 14 of each of 2012, 2013 and 2014 and one fourth of the options will be vested on December 14, 2015, subject to Mr. Groenhuysen’s employment through such date.	
 
(7)	 	These options were granted on February 20, 2013. One-fourth of the options became vested on February 20 of each of 2014 and 2015, and one-fourth of the options will become vested on February 20 of each of 2016 and 2017, subject to Mr. Groenhuysen’s employment through the applicable vesting date.	
 
125

Table of Contents

(8)	 	These options were granted on February 26, 2014. One-fourth of the options became vested on February 26, 2015 and one-fourth of the options will become vested on February 26 of each of 2016, 2017 and 2018, subject to Mr. Groenhuysen’s employment through the applicable vesting date.	
 
(9)	 	These options were granted as Section 102(b)(2) options on May 1, 2006 in respect of 29,565 ordinary shares. One-half of the options became vested on May 1, 2008 and one-fourth of the options became vested on May 1 of each of 2009 and 2010.	
 
(10)	 	These options were granted as Section 102(b)(2) options on December 12, 2006 in respect of 156,073 ordinary shares. One-half of the options became vested on December 12, 2008 and one-fourth of the options became vested on December 12 of each of 2009 and 2010.	
 
(11)	 	These options were granted as Section 102(b)(2) options on September 15, 2011 in respect of 76,869 ordinary shares. One-fourth of the options became vested on September 15 of each of 2012, 2013 and 2014 and one fourth of the options will become vested on September 15, 2015, subject to Mr. Kirson’s employment through the applicable vesting date.	
 
(12)	 	These options were granted as Section 102(b)(2) options on December 14, 2011 in respect of 70,956 ordinary shares. One-fourth of the options became vested on December 14 of each of 2012, 2013 and 2014 and one fourth of the options will become vested on December 14, 2015, subject to Mr. Kirson’s employment through the applicable vesting date.	
 
(13)	 	These options were granted as Section 102(b)(2) options on February 20, 2013 in respect of 218,781 ordinary shares. One-fourth of the options became vested on February 20 of each of 2014 and 2015, and one-fourth of the options will become vested on February 20 of each of 2016 and 2017, subject to Mr. Kirson’s employment through the applicable vesting date.	
 
(14)	 	These options were granted as Section 102(b)(2) options on February 26, 2014 in respect of 59,130 ordinary shares. One-fourth of the options became vested on February 26, 2015 and one-fourth of the options will become vested on February 26 of each of 2016, 2017 and 2018, subject to Mr. Kirson’s employment through the applicable vesting date.	
Executive employment arrangements
In connection with their commencement of employment, we entered into written employment agreements with each of Asaf Danziger, Wilhelmus Groenhuysen and Eilon Kirson, as well as Kinyip Gabriel Leung (whose agreement is described below under “Director compensation”). These employment agreements, as generally described below, were intended to acknowledge and set forth the terms and conditions of each executive’s employment with us, including each executive’s duties and responsibilities, base salary and bonus eligibility, initial sign-on stock option grant, employee benefit entitlement and severance protection. In addition, each of the employment agreements includes certain restrictive covenants, including non-competition, non-solicitation, non-disclosure and/or non-disparagement covenants, which are intended to protect our interests as well as the interests of our shareholders, affiliates, directors, officers and employees.
We do not have any employment or other individual agreements with or in respect of any NEO that provide for an excise tax gross-up payment. To the contrary, the employment agreement with Wilhelmus Groenhuysen provides that in the event that the executive’s receipt of payments or distributions would subject him to the golden parachute excise tax under Section 4999 of the Code, the amount of parachute payments within the meaning of Section 280G of the Code will be reduced to the greatest amount payable that would not result in such tax, but only if it is determined such reduction would cause the executive to be better off, on a net after-tax basis, if such payments were so reduced than without such reduction and payment of the excise tax under Section 4999 of the Code.
 
126

Table of Contents
Danziger employment agreement
On October 1, 2002, we entered into an employment agreement with Asaf Danziger pursuant to which Mr. Danziger agreed to serve as our Chief Executive Officer. Mr. Danziger’s employment agreement has an indefinite term and may generally be terminated upon six months’ prior written notice to the other party, except in connection with a termination of Mr. Danziger’s employment by us for cause, as defined in his employment agreement, or a termination by Mr. Danziger as a result of our substantial breach of our obligations under the employment agreement. However, regardless of the reason for termination, Mr. Danziger’s employment agreement provides that he will coordinate with his successor in transitioning such successor to be our Chief Executive Officer.
Under Mr. Danziger’s employment agreement, he was initially entitled to a monthly base salary of US $10,800; however, Mr. Danziger’s annual base salary is currently $624,000 per year (and paid in NIS, at a fixed exchange rate of 4 NIS/US $1). The employment agreement also provides that we contribute, on a monthly basis, an amount equal to 8.33% of Mr. Danziger’s monthly gross salary towards a Managers Insurance Policy to cover severance pay benefits (and will deduct 5% of Mr. Danziger’s monthly gross salary towards such Managers Insurance Policy) as well as an amount equal to 5% of his monthly salary to cover pension benefits ( tagmulim ). Further, we contribute, on a monthly basis, up to 2.5% of Mr. Danziger’s monthly gross salary to cover work disability plan coverage. In addition, the employment agreement requires that we make contributions on a monthly basis on Mr. Danziger’s behalf in an amount equal to 7.5% of Mr. Danziger’s monthly gross salary to cover an advance study fund/professional education fund, but not in excess of the highest amount of such contributions deductible or creditable for Israeli tax purposes (provided that any excess of the 7.5% monthly salary amount and the highest deductible or creditable amount for such tax purposes is paid to Mr. Danziger concurrently with his monthly salary, but not considered part of his monthly gross salary as to which the Managers Insurance Policy and professional education fund contributions relate). In addition to contributions from us, we deduct 2.5% of Mr. Danziger’s monthly gross salary for contribution to such professional education fund. In addition, we are required under the employment agreement to make an automobile available to Mr. Danziger and to bear all fixed and current costs with respect to the automobile, and to pay to Mr. Danziger, on a monthly basis with his salary, an amount sufficient to cover any income tax imposed on his use of the automobile (such amounts specifically excluded from Mr. Danziger’s monthly gross salary to which the Managers Insurance Policy and professional education fund contributions relate). In lieu of providing Mr. Danziger with a company car, we currently satisfy our automobile obligations with Mr. Danziger by paying him cash sufficient to cover the costs of his automobile on an after-tax basis. The total amount paid to Mr. Danziger in 2014 with respect to the automobile payments was $45,049. Mr. Danziger’s employment agreement entitles him to 28 days of paid vacation per year; however, to the extent Mr. Danziger does not take his vacation, his employment agreement permits him to elect, on an annual basis, to either accumulate his accrued but unused vacation time for use in subsequent years or to receive an amount in cash equal to the base salary payable with respect to the number of accrued but unused vacation days.
Upon termination of Mr. Danziger’s employment agreement for any reason, the employment agreement provides that we will assign all of our rights to the Managers Insurance Policy to Mr. Danziger, except that if Mr. Danziger’s right to severance under Israeli Severance Pay Law is deprived under verdict (but only to the extent so deprived) or if Mr. Danziger impermissibly draws upon such policy (as described in the General Approval attached as an appendix to the employment agreement), in either case, Mr. Danziger will not be assigned the rights to such severance benefit policy. In addition, the compensation committee anticipates amending Mr. Danziger’s employment agreement to provide for severance upon certain limited terminations of employment not to exceed 12 months’ base salary and continuation of benefits, or, following a change of control, 24 months’ base salary, two times his bonus and 24 months’ benefit continuation, along with full acceleration of his outstanding equity awards.
 
127

Table of Contents
Pursuant to his employment agreement, Mr. Danziger is subject to a duty of confidentiality and non-disclosure, and during his employment and for 12 months thereafter, Mr. Danziger agrees that he will not engage in the development, production, sales and/or marketing of tools for medical treatments by means of alternating electric fields anywhere in the world other than for our exclusive benefit or otherwise solicit our business partners with respect to any such activities, and further, that he will not solicit, employ or offer to employ our employees or consultants.
Groenhuysen employment letter agreement
On December 23, 2011, we entered into an employment letter agreement with Wilhelmus Groenhuysen pursuant to which Mr. Groenhuysen serves as our Chief Financial Officer. Pursuant to his employment agreement, Mr. Groenhuysen was to receive an annual base salary of $400,000 per year until January 1 of the year immediately following the completion of an initial public offering, at which time Mr. Groenhuysen’s annual base salary would increase to $550,000 per year; however, Mr. Groenhuysen’s current base salary is $600,600. During his employment, the employment agreement provides that Mr. Groenhuysen is eligible to receive a discretionary annual cash bonus of up to 50% of his annual base salary subject to successful achievement of performance goals set by our board of directors or compensation committee or our Chief Executive Officer in their sole discretion, and further subject to his continued employment through the payment date (which payment date will occur during the first quarter of the following calendar year).
Pursuant to Mr. Groenhuysen’s employment agreement, we granted to Mr. Groenhuysen sign-on options to purchase 786,860 ordinary shares at a price per share of $3.44. These sign-on options vest in four equal installments of 25% of the shares subject to the option on each of the first four anniversaries of his start date, subject to continued service through the applicable vesting date and subject to full acceleration of vesting upon the consummation of a change of control that occurs during his employment or within six months following the termination of his employment. Of these options, Mr. Groenhuysen has exercised his option to purchase 263,128 ordinary shares. Mr. Groenhuysen’s employment agreement provides him with reimbursement for reasonable fees and expenses incurred in negotiating his employment agreement and up to $10,000 per calendar year for financial planning expenses. In addition, Mr. Groenhuysen’s employment agreement entitles him to a monthly automobile allowance of $1,100 per month.
Upon our termination of Mr. Groenhuysen’s employment other than for cause or as a result of his death or disability or a termination of Mr. Groenhuysen’s employment by Mr. Groenhuysen for good reason (as such terms are defined in Mr. Groenhuysen’s employment agreement), then, subject to his execution without revocation of a release of claims, he will receive a lump sum payment equal to 12 months’ base salary and, to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Groenhuysen and his eligible dependents as of the date of termination, for up to 12 months following the date of termination. The compensation committee anticipates amending his employment agreement so that if such termination follows a change of control, Mr. Groenhuysen will also receive a severance payment not to exceed the amount of his bonus. In addition, the employment agreement provides that the portion of his sign-on options that would have become vested on the next scheduled vesting date would become vested on the date of his termination and any unvested options would fully vest if a change of control had occurred during his employment or within six months following termination without cause or by him for good reason as of the date of such change of control. In addition, Mr. Groenhuysen’s employment agreement provides that, in the event that Mr. Groenhuysen would be subject to the excise tax under Section 4999 of the Code, his payments will be reduced to the greatest amount payable that would not result in such tax, but only if it is determined such reduction would cause Mr. Groenhuysen to be better off, on a net after-tax basis, than without such reduction and payment of the excise tax under Section 4999 of the Code.
 
128

Table of Contents
Pursuant to his employment agreement, Mr. Groenhuysen is subject to confidentiality and non-disparagement covenants, as well as covenants of non-competition and non-solicitation of employees, customers and suppliers during his employment and for 12 months thereafter.
Kirson employment agreement
On June 2, 2002, we entered into an employment agreement with Eilon Kirson pursuant to which Mr. Kirson agreed to serve as our Head of Biomedical Engineering. He currently serves as our Chief Science Officer and Head of Research and Development. Mr. Kirson’s employment agreement has an indefinite term and may generally be terminated upon thirty days’ prior written notice to the other party, except in connection with our liquidation, dissolution or winding-up.
During Mr. Kirson’s employment with us, he is entitled to a per year monthly base salary of NIS 25,000, which has been subsequently raised to $416,000 per year (and paid in NIS at a fixed exchange rate of 4 NIS/US $1), and our contributions on his behalf on a monthly basis towards an insurance policy in respect of (i) a professional education fund (7.5% of base salary per month, on top of monthly deductions from Mr. Kirson’s base salary of 2.5% of such monthly salary), (ii) severance pay and pension benefits (13.33% of base salary per month on a monthly basis, on top of monthly deductions from Mr. Kirson’s base salary of 5% of such monthly salary) and (iii) work disability plan coverage (2.5% of base salary per month). In addition, the employment agreement requires us to make available to Mr. Kirson an automobile and to bear all fixed and current costs with respect to the automobile.
Mr. Kirson’s employment agreement provides that he is entitled to participate in our stock option plans.
Upon termination of the employment agreement with Mr. Kirson for any reason, the employment agreement provides that we will assign all of our rights to the severance benefit insurance policy to Mr. Kirson described above, except that if Mr. Kirson’s right to severance under Israeli Severance Pay Law is deprived under verdict (but only to the extent so deprived) or if Mr. Kirson impermissibly draws upon such policy (as described in the General Approval attached as an appendix to the employment agreement), in either case, Mr. Kirson will not be assigned the rights to such severance benefit policy. In addition, the compensation committee anticipates amending Mr. Kirson’s employment agreement to provide for severance in connection with certain limited terminations of employment not to exceed 9 months’ base salary and benefit continuation, or, following a change of control, 12 months’ base salary, one times his bonus and 12 months’ benefit continuation and full acceleration of his outstanding equity awards.
Pursuant to his employment agreement, Mr. Kirson is subject to a duty of confidentiality and non-disclosure. Further, during his employment, Mr. Kirson agreed that he will not engage in the development, production, sales and/or marketing of tools for medical treatments by means of alternating electric fields anywhere in the world other than for the exclusive benefit of us (a “Devoted Activity”) and that during his employment and for 12 months thereafter, he will not solicit our business partners with respect to a Devoted Activity, and further, that he will not solicit or employ our employees or consultants.
Share option and other equity compensation plans
Our equity compensation program prior to 2013 was administered by our board of directors and since 2013 has been administered by our compensation committee. Our equity program is designed to be competitive so that we may attract and retain talented executives. We have historically used stock options as the form of equity award for executives, independent directors and other employees. Our board of directors and our compensation committee believe that stock option awards align the interests of our executive officers with those of our shareholders because they create the incentive to build shareholder value over time. Stock options are granted with an exercise price equal to at least the fair market value of our stock on the applicable date of grant.
 
129

Table of Contents
We have historically granted stock options to executive officers in connection with their compensation package entered into at the time of their hiring. The size of the initial stock option award is determined based on the executive’s position with us and takes into consideration the executive’s base salary, bonus opportunities and other compensation. The initial stock option awards are intended to provide the executive with an incentive to build value in the organization over an extended period of time, typically vesting in installments on the basis of continued service over a period of four years following the date of grant. We may also grant stock options in connection with a significant change in responsibilities, past performance and anticipated future contributions of the executive officer, as well as achievement of overall company goals, taking into consideration the executive’s overall compensation package and the executive’s existing equity holdings. While these grants may be made based on performance, vesting of the grants has traditionally been based on continued service over time.
The prospect of a change in control can cause significant distraction and uncertainty for executive officers. Accordingly, our compensation committee believes that appropriate change in control provisions in equity award agreements are important tools for aligning executives’ interests in change in control transactions with those of our shareholders by allowing our executive officers to focus on strategic transactions that may be in the best interest of our shareholders without undue concern regarding the effect of such transactions on their continued employment, the value of and rights under their existing stock holdings and equity compensation awards and the tax impact of a transaction on their net compensation. The change of control provisions in each of the 2003 Plan, 2013 Plan and 2015 Plan are described below.
 
2003 Share Option Plan
We and our shareholders approved and adopted our 2003 Share Option Plan, which we refer to as our 2003 Plan, effective as of March 3, 2003. Since March 2013, when the 2003 Plan expired, we have made grants pursuant to our 2013 Share Option Plan (as described below) and, following completion of this offering, all future equity grants will be made under our 2015 Omnibus Incentive Plan (as described below). However, any awards granted under the 2003 Plan that are outstanding as of the time of this offering will continue to be subject to the terms and conditions of the 2003 Plan and the applicable option award agreement, each as of immediately prior to this offering.
The following description of the 2003 Plan is qualified in its entirety by the full text of the 2003 Plan, which is filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part.
Shares subject to the 2003 Plan
Pursuant to the terms of the 2003 Plan, if outstanding stock options expire or are cancelled without having been fully exercised, the underlying shares would again be available for awards. However, following the adoption of our 2013 Plan, no further awards will be granted under the 2003 Stock Option Plan, and instead, pursuant to the terms of the 2013 Plan, if outstanding stock options under the 2003 Plan expire or are canceled without having been fully exercised, the underlying shares may again be subject to an option under the 2013 Plan (provided that the total number of shares with respect to which options may be issued under the 2013 Plan shall not exceed 14,782,500 shares). However, upon the effectiveness of this offering and the adoption of the 2015 Plan, no further awards will be made under the 2013 Plan.
For companies that become public in connection with an initial public offering, the deduction limit under Section 162(m) of the Code does not apply during a reliance period under the Treasury Regulations under Section 162(m) of the Code, which may be relied upon until the earliest of: (i) the expiration of the 2003 Plan; (ii) the date the 2003 Plan is materially amended for purposes of Treasury Regulation Section 1.162-27(h)(1)(iii);
 
130

Table of Contents
(iii) the date all ordinary shares available for issuance under this Plan have been allocated; and (iv) the date of the first annual meeting of our shareholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs.
Administration
The 2003 Plan is administered by our board of directors or a committee appointed by the board for such purpose. As described above, the 2003 Plan from inception to 2012 was administered by our board of directors and thereafter has been administered by our compensation committee. Accordingly, except as otherwise described below, references to our compensation committee in the following description of our 2003 Plan should be interpreted as referring to our full board of directors serving in such capacity during the relevant time period. Subject to law and our articles of association, our compensation committee has sole authority to determine to whom, at what time, for what duration, per what vesting schedule and in what amount options may be granted, as well as other terms arising under the 2003 Plan. Our compensation committee has full power and authority to interpret the 2003 Plan’s provisions, to make determinations and adopt rules, regulations or agreements for implementing the 2003 Plan and to determine any other matter necessary, desirable or incidental to the administration of the 2003 Plan. Our compensation committee’s determinations will be final and conclusive.
Eligibility; types of awards
All of our employees (including officers), directors and consultants (including those of any affiliate or subsidiary) were eligible to participate under the 2003 Plan as recipients of awards.
Stock options generally
The 2003 Plan provides for the grant of only stock options. Options granted under the 2003 Plan are designated and structured as either non-qualified stock options or incentive stock options. Certain options granted under the 2003 Plan are intended to provide the recipient with special tax treatment in accordance with the Israeli Income Tax Ordinance, as further described below.
Our compensation committee determines the stock option exercise price, provided that the stock option exercise price is generally at least equal to the fair market value of our ordinary shares on the grant date. However, an incentive stock option will not be granted to any employee who, at the time of grant, holds more than 10% of the total combined voting power of all classes of our stock, unless the option price per share is not less than 110% of the fair market value of our ordinary shares on the date of grant and the option exercise period is not more than five years from the date of grant.
If our ordinary shares are not publicly traded when options are granted (as is the case for all options granted under the 2003 Plan), fair market value will be determined in good faith by our compensation committee.
Our compensation committee determines the option exercise period of each stock option (which may not exceed ten years from the date of grant and will be shorter in certain cases, such as in the case of incentive stock options granted to employees holding more than 10% of our total combined voting power). Stock options become exercisable in accordance with the terms and conditions determined by our compensation committee and specified in the applicable award agreement. If the option holder ceases to be our employee or consultant as a result of termination, unvested and unexercisable stock options generally terminate upon the date of termination. If the option holder ceases to be our employee or consultant as a result of a termination by us for cause (as defined in the 2003 Plan), each stock option generally terminates upon the date of termination, whether vested or unvested. If the option holder ceases to be our employee or consultant as a result of death or
 
131

Table of Contents
disability, each vested and exercisable stock option generally terminates upon the one-year anniversary of the date of termination, but no later than the expiration of the option exercise period. If the option holder ceases to be our employee or consultant as a result of a termination of employment by us without cause or voluntarily by the employee, each vested stock option generally terminates after 180 days following the date of termination, but no later than the expiration of the option exercise period.
Option holders may exercise their vested stock options by delivering written notice to our compensation committee. Option holders may pay the exercise price in cash, by tendering shares of our ordinary shares or a combination thereof. In order to exercise their stock options, option holders may, pursuant to the award agreement, be required to make certain written representations and acknowledgments about their investment intent. We may also require the option holder to enter into certain other restrictive agreements.
Section 102 Options
Stock options granted under the 2003 Plan to recipients who are residents of the State of Israel, or who are deemed to be residents of the State of Israel for income tax purposes, are generally designated and structured so as to provide the recipient with special tax treatment, to the extent available, in accordance with the Israeli Income Tax Ordinance. In general, stock options granted to Israeli residents are subject to taxation upon exercise at working income tax rates as high as 48% and upon the sale of the underlying shares at capital gains rates (currently 25%). However, the Israeli Tax Authority provides employees, officers and directors who hold less than 10% of the share capital, voting power or profits interests of the issuing corporation with the ability to defer taxation in respect of certain stock options, or Section 102(b)(2) Options, and the shares or other property acquired upon the exercise of such Section 102(b)(2) Options until such time (if any) as the shares acquired upon exercise are transferred from the trustee to the employee or sold by the trustee, and then only at the applicable capital gains tax rate of 25%.
To qualify for this special tax treatment, the option plan must be approved by the corporation’s board of directors and filed with the Israeli Tax Authority for review and approval (which approval is usually deemed to occur thirty days after filing), and the Section 102(b)(2) Options (and any shares or other property issued in respect of such Section 102(b)(2) Options, whether in connection with exercise or pursuant to adjustments made in connection with a corporate transaction) must be deposited with a company-designated trustee within a certain period from actual grant and held in trust until the expiration of a holding period of at least 24 months (unless an exception is granted by the Israeli Tax Authority to sell or transfer the Section 102(b)(2) Options and other restricted property in respect of such Section 102(b)(2) Options). In the event that any of the requirements for Section 102(b)(2) Options are not met, the special tax benefits will not be available and ordinary work income taxes will become due.
The 2003 Plan options granted to Mr. Danziger and Mr. Kirson are intended to qualify as Section 102(b)(2) Options, and as such, are currently held by a trustee in accordance with Section 102(b) so as to qualify for the special tax treatment described above.
By contrast, options granted to Israeli residents that do not satisfy the requirements for 102(b) Options will generally be subject to tax upon the exercise of the option as well as the sale of the underlying shares at working income tax rates of up to 48%. In the case of Professor Palti, the special tax treatment applicable to Section 102(b)(2) Options was not available since Professor Palti, at the time of grant, held more than 10% of our share capital through his company, Bennet Enterprises. As such, his stock options are neither held in trust nor subject to any holding period.
 
132

Table of Contents
Corporate transactions
Under the 2003 Plan, upon a merger with or into another company, or the sale of all or substantially all of our assets or shares, our board of directors generally will determine whether outstanding options will be assumed or be substituted for options in the company resulting from the change in control or be treated in some other manner deemed equitable and appropriate, and except as otherwise determined by the compensation committee at the time of grant, if the successor company (or its parent) does not agree to assume or substitute the options, the vesting periods will be accelerated and the option will be immediately exercisable in full as of the date ten days prior to the consummation of such change of control transaction and the option holder will be provided with written notice of such acceleration of vesting at least ten days prior to such consummation.
Amendment, expiration and termination
Our board of directors may amend or terminate the 2003 Plan at any time, provided that shareholder approval is generally required to decrease the minimum option exercise price (except in connection with a permitted or required adjustment under the plan), to extend the term of the 2003 Plan or the period during which incentive stock options may be exercised or to modify the 2003 Plan’s eligibility requirements. No amendment to the 2003 Plan may be made in a way that would impair the rights of any holder of an outstanding option except as mutually agreed with the option holder.
Pursuant to its terms, the 2003 Plan expired ten years after its effective date. The 2003 Plan expired in March 2013, but awards granted under the 2003 Plan that were outstanding as of the time of expiration of the 2003 Plan continue to be subject to the terms and conditions of the 2003 Plan and the applicable option award agreement, each as then in effect, and to the extent still outstanding as of the time of this offering shall continue to be subject to such terms and conditions as of immediately prior to this offering.
2013 Share Option Plan
We and our shareholders approved and adopted our 2013 Share Option Plan, which we refer to as our 2013 Plan, effective as of April 24, 2013. The following description of the 2013 Plan is qualified in its entirety by the full text of the 2013 Plan, which is filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part.
Shares subject to the 2013 Plan
Upon the adoption of the 2013 Plan, the total number of our ordinary shares that were initially reserved for future grants under the 2013 Plan was 381,033 shares plus any shares subject to then-outstanding stock options under the 2003 Plan that subsequently expire, terminate or are forfeited without having been fully exercised, which we refer to as Recyclable 2003 Awards, provided that the aggregate number of shares with respect to which options could be issued under the 2013 Plan could not exceed 2,000,000 shares. At the time of adoption of the 2013 Plan, there were 1,234,926 shares then subject to options under the 2003 Plan and, as such, the actual maximum number of shares with respect to which options could be issued under the 2013 Plan (assuming that all 1,234,926 shares then subject to options under the 2003 became Recyclable 2003 Awards) was 1,732,069 shares. Pursuant to the terms of the 2013 Plan, if outstanding stock options granted under the 2013 Plan expire or are canceled without having been fully exercised, the underlying shares may again be subject to an option under the 2013 Plan.
In February and March 2015, our board of directors and shareholders approved an increase in the number of ordinary shares reserved for issuance under the 2013 Plan by 500,000 shares, so that the total number of our
 
133

Table of Contents
ordinary shares reserved for issuance under the 2013 Plan is 881,033 shares plus any Recyclable 2003 Awards, provided that the aggregate number of shares with respect to which options could be issued under the 2013 Plan cannot exceed 2,500,000 shares.
As of June 30, 2015, there were outstanding awards in respect of 539,725 shares under the 2013 Plan and 990,676 shares under the 2003 Plan, and 413,119 shares remained available for future grants under the 2013 Plan (plus any Recyclable 2003 Awards and shares granted pursuant to the 2013 Plan which expire, terminate or are forfeited without having been fully exercised).
The numbers in the foregoing paragraphs are not adjusted to give effect to the 5.913-for-1 stock split effected on September 16, 2015.
For companies that become public in connection with an initial public offering, the deduction limit under Section 162(m) of the Code does not apply during a reliance period under the Treasury Regulations under Section 162(m) of the Code, as described above under “—2003 Share Option Plan.”
Notwithstanding the foregoing, as of the effectiveness of this offering, no further awards will be granted under the 2013 Plan and instead, future equity grants will be made under our 2015 Omnibus Incentive Plan (as described below). However, any awards granted under the 2013 Stock Option Plan that are outstanding as of the time of this offering shall continue to be subject to the terms and conditions of the 2013 Stock Option Plan as of immediately prior to this offering.
Administration
The 2013 Plan is administered by our board of directors or a committee appointed by the board for such purpose, and our board has appointed our compensation committee to administer the 2013 Plan. Subject to law and our articles of association, our compensation committee has sole authority to determine to whom, at what time, for what duration, per what vesting schedule and in what amount options may be granted, as well as other terms of awards under the 2013 Plan. Our compensation committee has full power and authority to interpret the 2013 Plan’s provisions, to make determinations and adopt rules, regulations or agreements for implementing the 2013 Plan and to determine any other matter necessary, desirable or incidental to the administration of the 2013 Plan. Our compensation committee’s determinations will be final and conclusive.
Eligibility; types of awards
All of our employees (including officers), directors and consultants (including those of any affiliate or subsidiary) are eligible for participation under the 2013 Plan as recipients of awards.
Stock options generally
The 2013 Plan provides for the grant of only stock options. Options granted under the 2013 Plan are designated and structured as either non-qualified stock options or incentive stock options. Certain options granted under the 2013 Plan are intended to provide the recipient with special tax treatment in accordance with the Israeli Income Tax Ordinance, as described above.
Our compensation committee will determine the stock option exercise price, provided that the stock option exercise price is generally at least equal to the fair market value of our ordinary shares on the grant date. However, an incentive stock option will not be granted to any employee who, at the time of grant, holds more than 10% of the total combined voting power of all classes of our stock, unless the option price per share is not less than 110% of the fair market value of our ordinary shares on the date of grant and the option exercise period is not more than five years from the date of grant.
 
134

Table of Contents
If our ordinary shares are not publicly traded when options are granted (as is the case for all options granted under our 2013 Plan), fair market value will be determined in good faith by our compensation committee.
Our compensation committee determines the option exercise period of each stock option (which may not exceed ten years from the date of grant and will be shorter in certain cases, such as in the case of incentive stock options granted to employees holding more than 10% of our total combined voting power). Stock options become exercisable in accordance with the terms and conditions determined by our compensation committee and specified in the applicable award agreement. If the option holder ceases to be our employee or consultant as a result of termination, unvested and unexercisable stock options generally terminate upon the date of termination. If the option holder ceases to be our employee or consultant as a result of a termination by us for cause (as defined in the 2013 Plan), each stock option generally terminates upon the date of termination, whether vested or unvested. If the option holder ceases to be our employee or consultant as a result of death or disability, each vested and exercisable stock option generally terminates upon the one-year anniversary of the date of termination, but no later than the expiration of the option exercise period. If the option holder ceases to be our employee or consultant as a result of a termination of employment by us without cause or voluntarily by the employee, each vested stock option generally terminates after 180 days following the date of termination, but no later than the expiration of the option exercise period.
Option holders may exercise their vested stock options by delivering written notice to our compensation committee. Option holders may pay the exercise price in cash, by tendering shares of our ordinary shares or a combination thereof. In order to exercise their stock options, option holders may, pursuant to the award agreement, be required to make certain written representations and acknowledgments about their investment intent. We may also require the option holder to enter into certain other restrictive agreements.
Section 102 options
The 2013 Plan options granted to Mr. Danziger and Mr. Kirson are intended to qualify as Section 102(b)(2) Options, and as such, are currently held by a trustee in accordance with Section 102(b) so as to qualify for the special tax treatment described above.
In the case of Professor Palti, the special tax treatment applicable to Section 102(b)(2) Options was not available since Professor Palti, at the time of grant, held more than 10% of our share capital through his company, Bennet Enterprises. As such, his stock options are neither held in trust nor subject to any holding period.
Corporate transactions
Under the 2013 Plan, upon a merger with or into another company, or the sale of all or substantially all of our assets or shares, our board of directors generally will determine whether outstanding options will be assumed or be substituted for options in the company resulting from the change in control or be treated in some other manner deemed equitable and appropriate, and except as otherwise determined by the compensation committee at the time of grant, if the successor company (or its parent) does not agree to assume or substitute the options, the vesting periods will be accelerated and the option will be immediately exercisable in full as of the date ten days prior to the consummation of such change of control transaction and the option holder will be provided with written notice of such acceleration of vesting at least ten days prior to such consummation.
Amendment, expiration and termination
Our board of directors may amend or terminate the 2013 Plan at any time, provided that shareholder approval is generally required to decrease the minimum option exercise price (except in connection with a permitted or
 
135

Table of Contents
required adjustment under the plan), to extend the term of the 2013 Plan or the period during which incentive stock options may be exercised or to modify the 2013 Plan’s eligibility requirements. No amendment to the 2013 Plan may be made in a way that would impair the rights of any holder of an outstanding option except as mutually agreed with the option holder.
Pursuant to its terms, the 2013 Plan will expire ten years after its effective date unless earlier terminated by our board of directors, but any then-outstanding awards will continue subject to the terms of the 2013 Plan. However, as noted above, as of the effectiveness of this offering, no further awards will be granted under the 2013 Plan and instead, future equity grants will be made under our 2015 Omnibus Incentive Plan (as described below), but awards granted under the 2013 Plan that are outstanding as of the time of this offering shall continue to be subject to the terms and conditions of the 2013 Plan as of immediately prior to this offering.
2015 omnibus incentive plan
On August 31, 2015, in anticipation of this offering, our board of directors adopted and established our 2015 omnibus incentive plan, or the 2015 Plan. Our shareholders approved the 2015 Plan on September 16, 2015 (which is the effective date of the 2015 Plan). We believe that a new omnibus incentive plan is appropriate in connection with a public offering of our ordinary shares not only to continue to enable us to grant awards to senior management to reward and incentivize their performance and retention, but also to have a long-term equity plan that is appropriate for us as a publicly held company. By contrast to our 2003 and 2013 Plans, which permitted the issuance of only stock options, the 2015 Plan will give us the flexibility and authority to issue various types of equity compensation awards such as restricted shares, performance shares, restricted stock units, performance units, long-term cash award and other share-based awards, as well as to provide us with the ability to structure tax-efficient equity and incentive award programs.
The material terms of the 2015 Plan are summarized below. The following summary is qualified in its entirety by reference to the complete text of the 2015 Plan, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.
Administration of the plan
The board of directors has appointed the compensation committee to administer the 2015 Plan. The compensation committee (or the board of directors, with respect to non-employee directors) are authorized to grant awards to eligible employees, consultants and non-employee directors. All members of the compensation committee are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, outside directors within the meaning of Section 162(m) of the Code and independent directors under applicable NASDAQ rules. Under the 2015 Plan, the full board of directors has the authority to grant awards to non-employee directors.
Number of authorized shares and award limits
The aggregate number of our ordinary shares that may be issued or used for reference purposes under the 2015 Plan may not exceed 11,980,000 shares, which amount shall automatically increase on December 31 of each year during the term of the 2015 Plan in an amount equal to 4% of the total number of ordinary shares outstanding on December 30 of such year unless otherwise determined by the board of directors. As of the date of this offering, 11,978,512 ordinary shares were available for grant under the 2015 Plan after taking into account the grants made in September 2015 conditioned upon the consummation of this offering.
Our ordinary shares that are subject to awards will be counted against the overall limit as one share for every share granted. If any award is cancelled, expires or terminates unexercised for any reason, the shares covered
 
136

Table of Contents
by such award will again be available for the grant of awards under the 2015 Plan, except that any shares that are not issued as the result of a net settlement or that are used to pay any exercise price or tax withholding obligation will not be available for the grant of awards.
The maximum number of our ordinary shares that may be subject to any award of share options or restricted shares or any other share-based award denominated in shares that is subject to the attainment of specified performance goals that may be granted under the 2015 Plan during any fiscal year to each employee or consultant is 2,900,000 shares per type of award, provided that the maximum number of our ordinary shares for all types of awards during any fiscal year does not exceed 4,400,000 shares.
In addition, the maximum aggregate grant date value of any other stock-based awards with respect to any fiscal year of the company that are denominated in cash that may be granted under the 2015 Plan to an employee or consultant with respect to any fiscal year is $15,000,000; and the maximum payment under any performance-based cash award granted under the 2015 Plan with respect to any calendar year to an employee or consultant is $15,000,000. However, the foregoing limits will not apply (i) to options, restricted shares or other stock-based awards that constitute “restricted property” under Code Section 83 to the extent granted during the Reliance Period (as defined below) or (ii) to performance-based cash awards or other types of other stock-based awards to the extent paid or otherwise settled during the Reliance Period.
For companies that become public in connection with an initial public offering, the deduction limit under Section 162(m) of the Code does not apply during a reliance period under the Treasury Regulations under Section 162(m) of the Code as described above under “—2003 Share Option Plan.”
The compensation committee will, in accordance with the terms of the 2015 Plan, make appropriate adjustments to the above aggregate and individual limits, to the number and/or kind of ordinary shares or other property (including cash) underlying awards and to the purchase price of ordinary shares underlying awards, in each case, to reflect any change in our capital structure or business by reason of any share split, reverse share split, share dividend, combination or reclassification of shares, any recapitalization, merger, consolidation, spin off, reorganization or any partial or complete liquidation, issuance of rights or warrants to purchase any ordinary shares or securities convertible into ordinary shares, any sale or transfer of all or part of our assets or business, or any other corporate transaction or event that would be considered an equity restructuring within the meaning of FASB ASC Topic 718.
Eligibility and participation
All of our and our affiliates’ employees and consultants and our and our affiliates’ prospective employees and consultants, as well as our non-employee directors, are eligible to be granted non-qualified share options, restricted share awards, performance-based cash awards and other share-based awards under the 2015 Plan. Only our and our subsidiaries’ employees are eligible to be granted incentive stock options, or ISOs, under the 2015 Plan. Eligibility for awards under the 2015 Plan is determined by the compensation committee in its sole discretion.
Types of awards
Stock options .    The 2015 Plan authorizes the compensation committee to grant ISOs to eligible employees and non-qualified share options to purchase shares to employees, consultants, prospective employees, prospective consultants and non-employee directors. The compensation committee will determine the number of ordinary shares subject to each option, the term of each option, the exercise price (which may not be less than the fair market value of the ordinary shares at the time of grant, or 110% of fair market value in the case of ISOs granted to 10% shareholders), the vesting schedule and the other terms and conditions of each option. Options will be exercisable at such times and subject to such terms as are determined by the compensation committee 
 
137

Table of Contents
at grant. The maximum term of options under the 2015 Plan is ten years (or five years in the case of ISOs granted to 10% shareholders). Upon the exercise of an option, the participant must make payment of the full exercise price, either in cash or by check, bank draft or money order; solely to the extent permitted by law, through the delivery of irrevocable instructions to a broker, reasonably acceptable to us, to promptly deliver to us an amount equal to the aggregate exercise price; or on such other terms and conditions as may be acceptable to the compensation committee (including, without limitation, the relinquishment of options or by payment in full or in part in the form of ordinary shares). Share options granted under the 2015 Plan to Israeli residents are expected to be designated and structured so as to qualify as Section 102(b)(2) Options, to the extent available, in accordance with the Israeli Income Tax Ordinance, as described above. 
Restricted shares .    The 2015 Plan authorizes the compensation committee to grant restricted share awards. Recipients of restricted share awards enter into an agreement with us subjecting the restricted share awards to transfer and other restrictions and providing the criteria or dates on which such awards vest and such restrictions lapse. The restrictions on restricted share awards may lapse and the awards may vest over time, based on performance criteria or other factors (including, without limitation, performance goals that are intended to comply with the performance-based compensation exception under Section 162(m) of the Code, as discussed below), as determined by the compensation committee at grant. Except as otherwise determined by the compensation committee, a holder of a restricted share award has all of the attendant rights of a shareholder, including the right to receive dividends, if any, subject to and conditioned upon vesting and restrictions lapsing on the underlying restricted stock award, the right to vote shares and, subject to and conditioned upon the vesting and restrictions lapsing for the underlying shares, the right to tender such shares. However, the compensation committee may in its discretion provide at grant that the right to receive dividends on a restricted share award will not be subject to the vesting or lapsing of the restrictions on the restricted share award.
Other share-based awards .    The 2015 Plan authorizes the compensation committee to grant awards of ordinary shares and other awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, ordinary shares, including, but not limited to, ordinary shares awarded purely as a bonus in lieu of cash and not subject to any restrictions or conditions; ordinary shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by us or an affiliate; share appreciation rights; share equivalent units; restricted share units; performance awards entitling participants to receive a number of ordinary shares (or cash in an equivalent value) or a fixed dollar amount, payable in cash, shares or a combination of both, with respect to a designated performance period; or awards valued by reference to book value of our ordinary shares. In general, other share-based awards that are denominated in ordinary shares will include the right to receive dividends, if any, subject to and conditioned upon vesting and restrictions lapsing on the underlying award, but the compensation committee may in its discretion provide at grant that the right to receive dividends on a share-denominated award will not be subject to the vesting or lapsing of the restrictions on the other share-based award. 
Certain performance-based awards
As noted above, following the Reliance Period, performance-based awards granted under the 2015 Plan that are intended to satisfy the performance-based compensation exception under Section 162(m) of the Code will vest based on attainment of specified performance goals established by the compensation committee. These performance goals will be based on the attainment of a certain target level of, or a specified increase (or decrease where noted) in, one or more of the following criteria selected by the compensation committee:
 
•	 	enterprise value or value creation targets;	
 
•	 	income or net income; operating income; net operating income or net operating income after tax; operating profit or net operating profit;	
 
138

Table of Contents

•	 	cash flow, including, but not limited to, from operations or free cash flow;	
 
•	 	specified objectives with regard to limiting the level of increase in all or a portion of our bank debt or other long-term or short-term public or private debt or other similar financial obligations, or other capital structure improvements, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the compensation committee;	
 
•	 	net revenues, net income or earnings before income tax or other exclusions;	
 
•	 	operating margin, return on operating revenue or return on operating profit;	
 
•	 	return measures (after tax or pre-tax), including return on capital employed, return on invested capital, return on equity, return on assets or return on net assets;	
 
•	 	market capitalization, earnings per share, fair market value of our ordinary shares, franchise value (net of debt) or economic value added;	
 
•	 	total shareholder return or growth in total shareholder return (with or without dividend reinvestment);	
 
•	 	proprietary investment results;	
 
•	 	estimated market share;	
 
•	 	expense management, control or reduction (including, without limitation, compensation and benefits expense);	
 
•	 	customer satisfaction measures;	
 
•	 	technological improvements and implementation, new product innovation and delivery system improvements;	
 
•	 	research and development, pre-clinical and clinical trial results and FDA or other regulatory approvals;	
 
•	 	collections and reimbursement recoveries;	
 
•	 	property or asset purchases;	
 
•	 	litigation and regulatory resolution or implementation goals;	
 
•	 	leases, contracts or financings (including renewals, overhead, savings, G&A and other expense control goals);	
 
•	 	risk management/implementation;	
 
•	 	development and implementation of strategic plans and/or organizational restructuring goals;	
 
•	 	development and implementation of risk and crisis management programs, compliance requirements and compliance relief, productivity goals, workforce management and succession planning goals;	
 
•	 	employee satisfaction or staff development;	
 
•	 	formation of joint ventures or partnerships or the completion of other similar transactions intended to enhance our revenues or profitability or to enhance our prescriber base; or	
 
•	 	completion of a merger, acquisition or any transaction that results in the sale of all or substantially all of our stock or assets.	
Such performance goals may be based upon the attainment of specified levels of company, subsidiary, division or other operational unit performance under one or more of the measures described above relative to the
 
139

Table of Contents
performance of other companies. The compensation committee may designate additional business criteria on which the performance goals may be based or adjust, modify or amend those criteria, to the extent permitted by Section 162(m) of the Code. Unless the compensation committee determines otherwise, to the extent permitted by Section 162(m) of the Code, the compensation committee will disregard and exclude the impact of special, unusual or non-recurring items, events, occurrences or circumstances; discontinued operations or the disposal of a business; the operations of any business that we acquire during the fiscal year or other applicable performance period; or a change in accounting standards required by generally accepted accounting principles.
Effect of certain transactions; change in control
In the event of a change in control, except as otherwise provided by the compensation committee in an award agreement, unvested awards will not vest. Instead, the compensation committee may, in its sole discretion, provide that outstanding awards will be assumed and continued; purchased based on the price per share paid in the change in control transaction subject to adjustment as determined by the compensation committee in its sole discretion, but in no event less than the fair market value (less, in the case of options and other stock-based awards with an exercise price, the exercise price); and/or in the case of stock options or other stock-based appreciation awards where the change in control price is less than the applicable exercise price, cancelled. However, the compensation committee may in its sole discretion provide for the acceleration of vesting and lapse of restrictions of an award at any time.
For the purposes of the foregoing, a change in control generally means the occurrence of one of the following events:
 
•	 	a person acquires at least 50% of our voting power;	
 
•	 	a change in the majority of the board of directors, other than individuals approved by a vote of at least two-thirds of the directors then in office who either were directors as of the effective date of the 2015 Plan or whose election or nomination for election was previously so approved;	
 
•	 	a merger or consolidation with another company in which new shareholders hold 50% or more of our voting securities; or	
 
•	 	approval by the shareholders of a complete liquidation or a sale of substantially all of our assets.	
Deferral arrangements
The compensation committee may permit or require the deferral of any payment of a restricted stock unit or performance award pursuant to a deferred compensation arrangement in a manner intended to comply with, or be exempt from, Sections 409A and 457A of the Code.
Non-transferability of awards
Except as the compensation committee may permit, at the time of grant or thereafter, awards granted under the 2015 Plan are generally not transferable by a participant other than by will or the laws of descent and distribution. Ordinary shares acquired by a permissible transferee will continue to be subject to the terms of the 2015 Plan and the applicable award agreement.
Term
Awards under the 2015 Plan may not be made after more than ten years after the effective date of the 2015 Plan, but awards granted prior to such date may extend beyond that date. Awards (other than stock options
 
140

Table of Contents
and stock appreciation rights) that are intended to be performance-based under Section 162(m) of the Code will not be made unless the performance goals in the 2015 Plan are reapproved, or new goals approved, on or before the first shareholders’ meeting in the fifth year following the year of the last shareholder approval of the performance goals in the 2015 Plan.
Amendment and termination
Subject to the rules referred to in the balance of this paragraph, our board of directors may at any time amend, in whole or in part, any or all of the provisions of the 2015 Plan, or suspend or terminate it entirely, retroactively or otherwise. Except as required to comply with applicable law, no such amendment may reduce the rights of a participant with respect to awards previously granted without the consent of such participant. In addition, without the approval of shareholders, no amendment may be made that would increase the aggregate number of ordinary shares that may be issued under the 2015 Plan, increase the maximum individual participant share limitations for a fiscal year or year of a performance period, change the classification of individuals eligible to receive awards under the 2015 Plan, extend the maximum option term, decrease the minimum exercise price of (i.e., reprice) any award, reduce the exercise price of any option or other share-based award with an exercise price or cancel any outstanding in-the-money option or other share-based award with an exercise price in exchange for cash, substitute any option or other share-based award with an exercise price in exchange for an option or other stock-based award (or similar other award) with a lower exercise price, alter the performance goals or require shareholder approval in order for the 2015 Plan to continue to comply with Section 162(m) of the Code or Section 422 of the Code.
Equity awards under the 2015 Omnibus Incentive Plan
In September 2015, the compensation committee granted options to purchase 921,488 ordinary shares to certain of our eligible employees pursuant to the 2015 Plan, conditioned upon the consummation of this offering. The actual exercise price will be equal to the price per share at which the shares are sold to the public in this offering. These awards are subject to continued employment and generally vest over four years. Of these options granted in September 2015, 413,190 were granted to Mr. Danziger. Messrs. Groenhuysen and Kirson did not receive grants at that time.
The compensation committee anticipates entering into an employment agreement with Mr. Doyle following the consummation of this offering that would provide, among other things, for an equity award (or combination of equity awards) under the 2015 Plan that has an economic value no greater than the value of 3,250,000 options to purchase ordinary shares had such options been granted at the time of the offering with an exercise price equal to the price at which the ordinary shares are sold to the public in this offering. The compensation committee may adjust such equity award as necessary to account for then-current market conditions.
Registration on Form S-8
Following consummation of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register the full number of ordinary shares that will be available for issuance under the 2003 Plan, 2013 Plan and 2015 Plan.
Other compensation practices and policies
Tax considerations
Section 162(m) of the Code generally disallows a federal income tax deduction to public companies for compensation greater than $1.0 million paid for any fiscal year to a company’s chief executive officer and to
 
141

Table of Contents
certain other highly compensated executive officers. Our board of directors has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation because we were not previously a public company. We expect that our compensation committee will adopt a policy at some point in the future that, where reasonably practicable and advisable, as determined by the compensation committee in the best interests of our company, will seek to qualify the variable compensation paid to our executive officers for an exemption from the deductibility limitations of Section 162(m). Until such policy is implemented and thereafter as may be permitted thereunder, our compensation committee may, in its judgment, authorize compensation payments that do not consider the deductibility limit imposed by Section 162(m) when it believes that such payments are appropriate to attract, incentivize and retain executive talent. Under a transition rule in the regulations issued under Section 162(m) of the Code, for the Reliance Period (as described above), the deduction limits do not apply to any compensation paid pursuant to a compensation plan or agreement that existed when the company was not publicly held.
Policy regarding the timing of equity awards
There has been no market for our ordinary shares prior to the consummation of this offering. Accordingly, in fiscal 2014, we had no program, plan or practice pertaining to the timing of stock option grants to executive officers coinciding with the release of material non-public information. We do not, as of yet, have any plans to implement such a program, plan or practice after becoming a public company. However, we intend to implement policies to ensure that equity awards are granted at fair market value on the date of grant as well as any policies required by applicable securities law requirements.
Employee Share Purchase Plan
On August 31, 2015, in anticipation of this offering, our board of directors adopted our employee share purchase plan, or ESPP, subject to shareholder approval, which was obtained on September 16, 2015. We adopted the ESPP to encourage and enable our eligible employees to acquire ownership of our ordinary shares purchased through accumulated payroll deductions on an after-tax basis. The ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section. We intend to begin offerings under the ESPP at a future date determined by the compensation committee, in its sole discretion.
Description of the ESPP
Under the ESPP, initially an aggregate of 830,000 ordinary shares as determined following the stock split (subject to certain adjustments to reflect changes in our capitalization) may be purchased by eligible employees who become participants in the ESPP; which amount shall be automatically increased on December 31 of each year during term of the ESPP to an amount equal to 1% of the total number of ordinary shares outstanding on December 30 of such year unless otherwise determined by the board of directors. Our employee, or an employee of one of our designated subsidiaries who has at least 90 days of continuous service, customarily works more than 20 hours per week and more than five months per year and does not possess five percent or more of the total combined voting power or value of all classes of our ordinary shares or the common shares or a subsidiary or parent, if any, is eligible to participate in the ESPP commencing on the first day of any offering under the ESPP. However, to the extent allowable under Section 423 of the Code, the compensation committee may determine in the future that an offering will not be extended to highly compensated employees with compensation above a certain level or who are officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act.
The ESPP is administered by the compensation committee. The compensation committee may delegate its duties and responsibilities under the ESPP, as determined by the compensation committee in its sole discretion.
 
142

Table of Contents
The term “designated subsidiary” means each existing subsidiary and future subsidiaries and parents (if any) that are specifically designated for participation by the compensation committee. A foreign subsidiary or parent will not be a designated subsidiary unless specifically designated by the compensation committee. The compensation committee may exclude the employees of any specified designated subsidiary from any offering under the ESPP.
No person will be eligible to participate in the ESPP if such person, immediately after the grant, would own ordinary shares and/or hold options to purchase ordinary shares, possessing five percent or more of the total combined voting power or value of all classes of our common shares or a subsidiary or parent, or which permits his or her rights to purchase common shares under all of our employee stock purchase plans to accrue at a rate which exceeds $25,000 in fair market value of the ordinary shares (determined at the time such option is granted) for each calendar year in which such option is outstanding.
Once we begin offerings under the ESPP, on January 1 and July 1 of each calendar year while the ESPP is effective, we will commence an offer by granting each eligible employee an option to purchase ordinary shares on the purchase date at the end of each six-month period during a calendar year (i.e., June 30 and December 31) or any other period of time designated by the compensation committee. The purchase price per ordinary share subject to an offering will be determined by the compensation committee, but in no event will the price be less than the lesser of 85% of the fair market value of an ordinary share on (i) the purchase date or (ii) the offering date (the first date of the applicable six-month offering period).
Once we begin offerings under the ESPP, an eligible employee may become a participant in the ESPP by enrolling in accordance with the procedures developed by the compensation committee (or designee), indicating, where required, the amount of the deductions to be taken from his or her pay. An eligible employee may purchase ordinary shares through payroll deductions (on an after-tax basis) from the employee’s compensation received each payroll period, up to a limit specified by the compensation committee, but in no event will such deductions be less than 1% or exceed 10% of an employee’s compensation during an offering period. A participant generally may cancel his or her election at any time with respect to any purchase period and receive in cash the cash balance (without interest) then credited to his or her account.
On each purchase date, the maximum number of ordinary shares, including fractional ordinary shares, will be purchased for such participant at the applicable purchase price with the accumulated payroll deductions in the participant’s account. If all or a portion of the ordinary shares cannot reasonably be purchased on such date because of unavailability or any other reason, such purchase will be made as soon as thereafter feasible. A participant is entitled to all rights as a shareholder as soon as the ordinary shares are credited to his or her account.
If a participant’s continuous service terminates for any reason, or if a participant ceases to be an eligible employee, the entire payroll deduction amount of such employee on the effective date of any such occurrence will be returned to the participant. Other rules apply if a participant is granted a leave of absence or is laid off.
The board of directors (or a duly authorized committee thereof) may at any time and for any reason terminate, freeze or amend the ESPP. No options shall be granted under the ESPP, and the ESPP will automatically terminate, immediately prior to the ten year anniversary of the effective date. Except as otherwise described in the ESPP, no termination may adversely affect any purchase right previously granted and no amendment may change any purchase right theretofore granted which adversely affects the rights of any participant. No amendment will be effective unless approved by our shareholders if shareholder approval of such amendment is required to comply with Section 423 of the Code or to comply with any other applicable law, regulation or stock exchange rule.
 
143

Table of Contents
Neither payroll deductions credited to a participant’s account nor any rights with regard to the purchase of or right to receive ordinary shares under the ESPP may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as otherwise provided in the ESPP) by the participant.
Because future rights to purchase ordinary shares under the ESPP will be based upon prospective factors, including the amount of payroll deductions elected by a participant, actual rights to purchase ordinary under the ESPP cannot be determined at this time.
United States Federal Income Tax Consequences
The following is a summary of the principal effect of U.S. federal income taxation consequences to us and participants subject to U.S. taxation with respect to the ESPP, in effect as of the date of this proxy statement. This summary is not intended to be exhaustive and does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any other jurisdiction in which the participant’s income or gain may be taxable or the gift, estate or any other tax law other than U.S. federal income tax law.
The ESPP is not, nor is it intended to be, qualified under Section 401(a) of the Code.
The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Neither the grant of a right to purchase ordinary shares under the ESPP nor the purchase of such ordinary will have any immediate tax consequence for a participating employee. If the participating employee does not dispose of the ordinary shares within two years from the date the right to purchase was granted to him or her or within one year from the date the ordinary was purchased, any gain or loss realized upon the disposition of shares will be treated as long term capital gain or loss to the participant, as the case may be, provided that where the purchase price is less than 100% (but not less than 85%) of fair market value the participant will realize ordinary income equal to the lesser of: (i) the amount, if any, by which the purchase price was exceeded by the fair market value of the ordinary shares at the time the right to purchase was granted or (ii) the amount, if any, by which the purchase price was exceeded by the fair market value of the ordinary shares on the date of the disposition or the participant’s death. No income tax deduction will be allowed to us with respect to ordinary shares purchased under the ESPP by a participant provided such ordinary shares are held for the required periods.
In the event of an earlier disposition of the ordinary shares (i.e., a “disqualifying disposition”), the excess of the fair market value of the ordinary shares at the time of purchase over the purchase price will be treated as income to the participant and taxed at ordinary income tax rates in the year in which the disposition occurred (regardless of the price at which the ordinary shares are sold). The balance of any gain will be treated as capital gain. Also, we will generally be entitled to a corresponding deduction.
Stock ownership policies
We have not established stock ownership or similar guidelines with regard to our executive officers. All of our executive officers currently have a direct or indirect equity interest in us through their stock and/or stock option holdings, and we believe that they regard the potential returns from these interests as a significant element of their potential compensation for services to us.
Recoupment policy
We currently do not have a recoupment policy to adjust or recover bonuses or incentive compensation paid to executive officers where such bonuses or payments were based on financial statements that were subsequently restated or otherwise amended in a manner that would have reduced the size of such bonuses or payments. Upon
 
144

Table of Contents
the consummation of this offering, we will become subject to the recoupment requirements under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other applicable laws. However, at the time of this offering, the final rules relating to such recoupment requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act have not been issued, and as a result, we expect to implement a recoupment policy once final guidance has been issued so that our recoupment policy may satisfy all then-applicable requirements and regulations (including disclosure obligations with respect to such policy).
Risk considerations in our compensation program
We believe that the mix and design of the elements of our employee compensation policies and practices do not motivate imprudent risk-taking. Consequently, we are satisfied that any potential risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on us.
Director compensation
Prior to this offering, members of our board of directors have not received or been entitled to receive cash compensation for their services as directors, except for the reimbursement of reasonable and documented costs and expenses incurred by directors in connection with attending any board of director or committee meetings. Nonetheless, certain of our directors did receive compensation from us in their capacity as an employee of or consultant to us. However, our directors who are also one of our employees, such as Mr. Danziger and Mr. Leung, or who are one of our consultants, such as Professor Palti, do not now, and are not expected in the future to, receive any compensation for their services as a director. In the case of Mr. Danziger, who is an NEO, his compensation for fiscal 2014 is described above and reported in the summary compensation tables above. In the case of Mr. Leung and Professor Palti, neither of whom are NEOs, compensation is generally payable pursuant to and in accordance with an employment agreement or consulting agreement, respectively, with us, each as described in more detail below.
The following table shows the total compensation paid to our directors (other than Mr. Danziger, whose compensation is reported in the summary compensation table above) for the year ended December 31, 2014:

Name	  	Fees earned
or paid in
cash
($)(1)	 	  	Option
awards
($)(2)	 	  	All other
compensation
($)(3)	 	  	Total
($)	 	
William F. Doyle	  	 	—	  	  	 	—	  	  	 	300,000	  	  	 	300,000	  	
Kinyip Gabriel Leung	  	 	—	  	  	 	149,387	  	  	 	203,311	  	  	 	352,698	  	
Yoram Palti, M.D., Ph.D.	  	 	—	  	  	 	—	  	  	 	282,634	  	  	 	282,634	  	
William Burkoth	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Timothy Langloss	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Louis J. Lavigne, Jr.	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Robert J. Mylod, Jr.	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Gert Lennart Perlhagen	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Charles G. Phillips III	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
William A. Vernon	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	

(1)	 	Prior to this offering, members of our board of directors have not received or earned, nor been entitled to receive or earn, fees or other cash compensation for their services as directors, except for the reimbursement of reasonable and documented costs and expenses incurred by directors in connection with attending any board of director or committee meetings.	
 
(2)	 	The amounts represent the aggregate grant date fair value of stock and option awards granted by us in 2014, computed in accordance with FASB ASC Topic 718. For further information on how we account for	
 
145

Table of Contents

 	stock-based compensation, see Note 13 to our consolidated financial statements. These amounts reflect our accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the directors. None of our directors have been granted stock awards or any other equity compensation other than stock options.	
 
    	 	On February 26, 2014, in connection with annual grants to our employees, we approved the grant of options to Mr. Leung under our 2013 Plan to purchase 29,565 ordinary shares at an exercise price per share equal to $7.48 (as evidenced by a stock option agreement entered into on February 26, 2014). Pursuant to their terms, these options vest in installments over a period of four years, with 25% vesting on each of the first four anniversaries of the date of grant, subject to Mr. Leung’s continued employment through the applicable vesting date.	
 
    	 	For each director listed in the director compensation table above, the aggregate number of stock option awards outstanding at fiscal year end for the year ended December 31, 2014 is set forth below; other than these option awards, no shares of unvested restricted stock, stock units or other stock-based awards were held by our directors as of December 31, 2014:	

   	  	Aggregate number of option awards	 	
Director	  	Number of securities
underlying
unexercised options
(#)—exercisable	 	  	Number of securities
underlying
unexercised options
(#)—unexercisable	 	
William F. Doyle	  	 	—	  	  	 	—	  	
Kinyip Gabriel Leung	  	 	236,198	  	  	 	196,805	  	
Yoram Palti, M.D., Ph.D.	  	 	147,825	  	  	 	—	  	
William Burkoth	  	 	—	  	  	 	—	  	
Timothy Langloss	  	 	—	  	  	 	—	  	
Louis J. Lavigne, Jr.	  	 	81,303	  	  	 	81,304	  	
Robert J. Mylod, Jr.	  	 	81,303	  	  	 	81,304	  	
Gert Lennart Perlhagen	  	 	—	  	  	 	—	  	
Charles G. Phillips III	  	 	81,304	  	  	 	81,304	  	
William A. Vernon	  	 	249,085	  	  	 	—	  	

(3)	 	For Mr. Leung, the amount includes base salary paid in 2014 pursuant to his employment agreement (as described below); Mr. Leung did not receive an annual bonus or any other compensation in 2014. For Professor Palti, the amount includes $240,000 in consulting fees and $42,634 for automobile payments made in 2014 to Palti Consultants Ltd. pursuant to his consulting agreement with us (as described below). For Mr. Doyle, the amount includes $300,000 paid as consulting fees pursuant to his consulting agreement with us (as described below).	
Leung employment agreement
On August 24, 2011, we entered into an employment agreement with Kinyip Gabriel Leung pursuant to which Mr. Leung agreed to serve as the Vice Chairman of our board of directors for an initial term of three years commencing August 24, 2011, working for us on a part-time basis, with automatic renewal for successive one-year extensions unless either party gives notice not to renew and extend at least 90 days prior to the end of the initial term or any renewal term. Mr. Leung’s employment agreement contemplates part-time employment with us for at least 90 working days per year, and Mr. Leung agreed to devote not less than 40% of his working time and attention to us. Subsequently, we and Mr. Leung have agreed orally that Mr. Leung will devote not less than 25% of his working time and attention to us.
 
146

Table of Contents
Pursuant to his employment agreement, Mr. Leung is entitled to receive an annual base salary of $324,000 per year and is eligible to receive an annual discretionary incentive payment under our annual bonus plan, if any, in the sole discretion of our board of directors. Subsequent to entry into his employment agreement, Mr. Leung’s base salary was changed by the compensation committee to $162,000 effective March 2014 to reflect an adjustment to his time commitment to us.
Pursuant to Mr. Leung’s employment agreement, in 2011, we granted Mr. Leung an option to purchase 314,743 ordinary shares at a price per share of $3.44. These options vest in six installments, whereby 20% of the shares subject to the option vested on the date of grant and 16% of the shares subject to the option will become vested on each of the first five anniversaries of the date of grant, subject to continued service through the applicable vesting date, provided that the options will fully vest upon the consummation of a change of control that occurs during his employment. In 2013, we granted Mr. Leung options to purchase 88,695 ordinary shares at a price per share of $7.03 and in 2014, we granted Mr. Leung options to purchase 29,565 ordinary shares at a price of $7.48. The options granted in 2013 and 2014 vest in four equal installments on each of the first four anniversaries of the grant date, subject to continued service through the applicable vesting date. As of the end of fiscal 2014, no portion of these options has been exercised.
If we terminate Mr. Leung’s employment other than for cause or if Mr. Leung terminates his employment for good reason (as such terms are defined in Mr. Leung’s employment agreement) or as a result of our non-extension of the term of Mr. Leung’s employment, then, subject to his execution without revocation of a release of claims, he will receive continued payment of his base salary at the time of termination for a period of six months following the date of termination and an additional portion of his sign-on options will become vested equal to the portion that would have become vested on the next scheduled vesting date.
Pursuant to his employment agreement, Mr. Leung is subject to certain confidentiality and non-disparagement covenants, as well as covenants of non-solicitation of employees during his employment and for two years thereafter and non-solicitation of business partners during his employment and for one year thereafter. Mr. Leung is not subject to a non-competition agreement, but his employment agreement requires that his other business activities not unreasonably interfere with his duties under the employment agreement.
Palti consulting arrangement
We are party to a consulting agreement with Palti Consultants Ltd., a private Israeli company, pursuant to which Professor Palti provides research and development services to us relating to Optune and other of our projects. Under the consulting agreement, Palti Consultants Ltd. receives an aggregate of $20,000 per month for Professor Palti’s services. We also pay for the use of a company automobile and reimbursement for actual business expenses arising out of travel, lodging, meals and entertainment in connection with his services to us. In lieu of providing Professor Palti with a company car, we currently satisfy our automobile obligations under the consulting agreement by paying Palti Consultants Ltd. cash sufficient to cover the costs of his automobile on an after-tax basis. The total amount paid to Palti Consultants Ltd. in 2014 with respect to the automobile payments was $42,634.
The consulting agreement generally continues for an indefinite term that is terminable by either party by prior written notice of at least six months, by mutual consent or by us in the event of a breach by Palti Consultants Ltd. that is uncurable or uncured after 14 days’ notice. The consulting agreement includes certain non-competition and non-disclosure covenants with respect to Optune and other of our projects, technologies and inventions other than in the performance of Palti Consultants Ltd.’s services to us.
Doyle consulting arrangement
On June 24, 2014, we entered into a consulting agreement with Mr. Doyle that expired on December 31, 2014. The consulting agreement provided for four quarterly installments of $75,000 each to be paid each quarter for
 
147

Table of Contents
a total consulting fee of $300,000. The consulting agreement with Mr. Doyle was extended through December 31, 2015 on the same terms and conditions and at the same consulting fee.
The compensation committee anticipates entering into an employment agreement with Mr. Doyle following the consummation of this offering that would provide, among other things, for an equity award (or combination of equity awards) under the 2015 Plan that has an economic value no greater than the value of 3,250,000 options to purchase ordinary shares had such options been granted at the time of the offering with an exercise price equal to the price at which the ordinary shares are sold to the public in this offering. The compensation committee may adjust such equity award as necessary to account for then-current market conditions.
Non-employee director option awards
In November 2012, our board of directors approved grants of options to purchase 162,607 ordinary shares at an exercise price of $6.72 per share to each of the following directors: Louis J. Lavigne, Jr., Robert J. Mylod, Jr. and Charles G. Phillips III. The grant date of each of these options is September 29, 2012. These options vest in installments on the basis of continued service over a period of four years, with 25% vesting on each of the first four anniversaries of the date of grant.
Post-offering
After the consummation of this offering, our executive officers who are members of our board of directors, as well as our directors who are our consultants or otherwise not considered independent under the corporate governance rules of the SEC and NASDAQ will not receive compensation from us for their service on our board of directors. Accordingly, Messrs. Danziger, Doyle, Leung and Palti will not receive compensation from us for their service on our board of directors. Only those directors who are considered independent directors under the corporate governance rules of NASDAQ and the SEC will be eligible to receive compensation from us for their service on our board of directors. Our independent directors are expected to receive the following amounts:
 
•	 	a base annual retainer of $45,000 in cash;	
 
•	 	an additional annual retainer of $25,000 in cash to the chairman of the audit committee;	
 
•	 	an additional annual retainer of $15,000 in cash to the chairman of the compensation committee;	
 
•	 	an additional annual retainer of $10,000 in cash to the chairman of the nominating and corporate governance committee;	
 
•	 	an additional annual retainer of $15,000 in cash to each member of the audit committee;	
 
•	 	an additional annual retainer of $7,500 in cash to each member of the compensation committee; and	
 
•	 	an additional annual retainer of $5,000 in cash to each member of the nominating and corporate governance committee.	
In addition, we expect that each independent director will be granted awards under our 2015 Plan; however, the form and size and other details, terms and conditions of any such awards have not yet been determined.
We also reimburse, and expect that we will continue to reimburse, all of our directors for reasonable and necessary expenses incurred to attend board of director or committee meetings.
 
148

Table of Contents
 Certain relationships and related-party transactions
Issuances of preferred shares
In February 2011, we sold an aggregate of 5,106,269 Series G convertible preferred shares at a purchase price of $8.64 per share. In 2012, we sold an aggregate of 4,073,020 Series H convertible preferred shares at a purchase price of $13.50 per share. In 2013, we sold 13,360,252 Series I convertible preferred shares at a purchase price of $14.53. Lastly, in June 2015, prior to the initial submission to the SEC of the registration statement of which this prospectus forms a part, we sold 4,068,500 Series J convertible preferred shares at a purchase price of $23.33 per share. Certain of our shareholders that beneficially own at least 5% of our voting securities, as well as certain of our directors and executive officers and their affiliates participated in these equity financings. See “Principal and selling shareholders.”
Investors Rights Agreement
On June 1, 2015, we entered into an Eleventh Amended and Restated Investors Rights Agreement, or the Investors Rights Agreement, with the holders of our preferred shares and certain other holders of our securities. The Investors Rights Agreement sets forth the size of our board of directors, provides the procedures through which directors can be elected and removed and through which our securities may be transferred, and also enumerates the corporate actions that require the consent of certain holders of our securities (in addition to that of our board of directors), among other things. The Investors Rights Agreement will terminate upon the completion of this offering.
Registration Rights Agreement
See “Description of share capital—Registration rights of certain holders.”
Technion—letter of agreement
In connection with our entry into the Technion settlement agreement as described in “Our business—Intellectual property” and a previous indemnification provided by Professor Palti to us in 2009, on February 10, 2015, we entered into a letter agreement (the “Letter Agreement”) with Professor Palti and an entity controlled by Professor Palti (together, the “Palti Parties”), pursuant to which the Palti Parties agreed to redeem and cancel 2,010,420 ordinary shares at an aggregate price of £3,400, to enable us to satisfy the obligations to issue shares to the Technion. In addition, to enable us to satisfy (in part) our obligations to pay the Technion cash payments, the Palti Parties agreed to pay up to $2 million solely from net proceeds of the sale of the Palti Parties’ ordinary shares. Following the completion of this offering, we will have the right to require the Palti Parties to sell their shares in market transactions to satisfy any remaining portion of the $2 million amount not yet paid to us, so long as the market price of our ordinary shares is not less than 80% of the price of the ordinary shares being sold in this offering (as set forth on the cover of this prospectus).
Indemnification agreements
In connection with this offering, we will enter into indemnification agreements with our directors and officers. See “Management—Board of Directors—Indemnification agreements.” The terms of our indemnification agreements with our officers are substantially the same as those with our directors.
Related-party transaction policy
Our board of directors expects to adopt a written related-party transaction policy, to be effective and publicly available upon the completion of this offering, setting forth the policies and procedures for the review and
 
149

Table of Contents
approval or ratification of transactions involving us and related persons. For the purposes of this policy, related persons will include our executive officers, directors and director nominees or their immediate family members, or stockholders owning 5% or more of our outstanding ordinary shares and their immediate affiliates.
The policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
Our executive officers and directors will be discouraged from entering into any transaction that may cause a conflict of interest for us. If such a transaction shall arise, they must report any potential conflict of interest, including related-party transactions, to our General Counsel, who will then review and summarize the proposed transaction for our audit committee. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction with an unrelated party and the extent of the related person’s interest in the transaction. All related-party transactions may only be consummated if our audit committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote respecting approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the audit committee that considers the transaction.
All of the transactions described in this section occurred prior to the adoption of this policy.
 
150

Table of Contents
 Principal and selling shareholders
The following table lists information regarding the beneficial ownership of our ordinary shares as of September 21, 2015 by (i) each person whom we know to beneficially own more than 5% of our outstanding ordinary shares (a “greater-than-5% shareholder”), (ii) each director, (iii) each named executive officer, (iv) all directors and executive officers as a group and (v) the selling shareholders. Unless otherwise indicated, the address of each officer and director is that of our registered office, c/o NovoCure Limited, Le Masurier House, La Rue le Masurier, St. Helier, Jersey JE2 4YE.
The number of ordinary shares beneficially owned by each shareholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of ordinary shares includes (1) any shares as to which the person or entity has sole or shared voting power or investment power and (2) any ordinary shares of which the person or entity has the right to acquire beneficial ownership within 60 days after September 21, 2015, including any ordinary shares that could be purchased by the exercise of outstanding options or warrants. Each holder’s percentage ownership before this offering is based on 75,176,810 ordinary shares outstanding as of September 21, 2015 (as adjusted to reflect the conversion of all our outstanding preferred shares into ordinary shares in connection with the consummation of this offering after giving effect to a 5.913 for 1 stock split effected on September 16, 2015) plus the number of ordinary shares that may be acquired by such shareholder upon exercise of options or warrants that are exercisable at or within 60 days after September 21, 2015. Each holder’s percentage ownership after this offering is based on 82,676,810 ordinary shares to be outstanding immediately after the consummation of this offering plus the number of ordinary shares that may be acquired by such holder upon exercise of options that are exercisable at or within 60 days after September 21, 2015 (each, as adjusted to reflect the conversion of all our outstanding preferred shares into ordinary shares in connection with the consummation of this offering after giving effect to a 5.913 for 1 stock split effected on September 16, 2015).
 
151

Table of Contents
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their ordinary shares.

   	 	Number of
ordinary shares
beneficially
owned	 	 	Number of
ordinary
shares
offered	 	 	Percentage of ordinary
shares beneficially owned	 	 	Assuming exercise of
underwriters’ over-
allotment option	 	
Name of beneficial owner	 	   	 	 	   	 	 	Before
offering	 	 	After
offering	 	 	Number of
ordinary
shares
offered	 	 	Percentage of
ordinary shares
beneficially
owned
(after offering)	 	
							
Directors and Named Executive Officers	 				 				 				 				 				 				
William F. Doyle(1)	 	 	22,929,589	  	 	 	—	  	 	 	29.5%	  	 	 	26.9%	  	 	 	—	  	 	 	26.9%	  	
Kinyip Gabriel Leung(2)	 	 	316,122	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Asaf Danziger(3)	 	 	2,037,741	  	 	 	—	  	 	 	2.7%	  	 	 	2.4%	  	 	 	—	  	 	 	2.4%	  	
Wilhelmus Groenhuysen(4)	 	 	649,274	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Eilon Kirson(5)	 	 	588,341	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Yoram Palti, M.D., Ph.D.(6)	 	 	1,818,879	  	 	 	—	  	 	 	2.4%	  	 	 	2.2%	  	 	 	—	  	 	 	2.2%	  	
William Burkoth(7)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Timothy Langloss	 	 	39,876	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Louis J. Lavigne, Jr.(8)	 	 	129,358	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Robert J. Mylod, Jr.(9)	 	 	270,069	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
Gert Lennart Perlhagen(10)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Charles G. Phillips III(11)	 	 	190,360	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
William A. Vernon(12)	 	 	249,085	  	 	 	—	  	 	 	*	  	 	 	*	  	 	 	—	  	 	 	*	  	
All directors and executive officers as a group (15 persons)	 	 	29,884,589	  	 	 	—	  	 	 	36.7%	  	 	 	33.6%	  	 	 	—	  	 	 	33.6%	  	
Greater-than 5% holders	 				 				 				 				 				 				
WFD Ventures Fund II(13)	 	 	20,589,468	  	 	 	—	  	 	 	26.5%	  	 	 	24.2%	  	 	 	—	  	 	 	24.2%	  	
Hansjoerg Wyss(14)	 	 	9,954,748	  	 	 	—	  	 	 	13.2%	  	 	 	12.0%	  	 	 	—	  	 	 	12.0%	  	
Volati Limited(15)	 	 	8,599,282	  	 	 	—	  	 	 	11.3%	  	 	 	10.3%	  	 	 	—	  	 	 	10.3%	  	
Selling shareholders	 				 				 				 				 				 				
Index Ventures Funds(16)	 	 	2,702,782	  	 	 	1,520,653	  	 	 	3.6%	  	 	 	1.4%	  	 	 	578,612	  	 	 	*	  	
The Goldman Living Trust(17)	 	 	2,428,114	  	 	 	1,357,551	  	 	 	3.2%	  	 	 	1.3%	  	 	 	524,003	  	 	 	*	  	
Technion Research & Development Foundation(18)	 	 	2,010,420	  	 	 	562,010	  	 	 	2.6%	  	 	 	1.7%	  	 	 	216,931	  	 	 	1.5%	  	
SilverStone III, L.P.(19)	 	 	1,815,479	  	 	 	152,255	  	 	 	2.4%	  	 	 	2.0%	  	 	 	58,769	  	 	 	1.9%	  	
Highline Capital Funds(20)	 	 	1,542,803	  	 	 	144,870	  	 	 	2.1%	  	 	 	1.7%	  	 	 	42,363	  	 	 	1.6%	  	
Chasewood Invest and Trade Inc.(21)	 	 	1,143,733	  	 	 	639,458	  	 	 	1.5%	  	 	 	*	  	 	 	246,825	  	 	 	*	  	
Mirag Development Israel Ltd.(22)	 	 	486,196	  	 	 	109,030	  	 	 	*	  	 	 	*	  	 	 	42,084	  	 	 	*	  	
Mrs. Jello, LLC(23)	 	 	188,695	  	 	 	105,499	  	 	 	*	  	 	 	*	  	 	 	40,722	  	 	 	*	  	
Lydia Winterstein(24)	 	 	163,275	  	 	 	91,287	  	 	 	*	  	 	 	*	  	 	 	35,236	  	 	 	*	  	
Other selling shareholders(25)	 	 	724,142	  	 	 	317,387	  	 	 	*	  	 	 	*	  	 	 	89,455	  	 	 	*	  	

*	 	Represents less than 1% of our ordinary shares outstanding as of September 21, 2015.	
 
(1)	 	Mr. William F. Doyle is a managing director of WFD Ventures LLC, which is the managing member of WFD Ventures Fund A. WFD Ventures LLC is also the sole member of WFD-GP II, LLC, which is the general partner of WFD Ventures Fund II. As such, Mr. Doyle’s ownership includes the beneficial ownership of the following: (i) 981,215 ordinary shares, 453,621 ordinary shares issuable upon conversion of Series A convertible preferred shares, 4,590,439 ordinary shares issuable upon conversion of Series B convertible preferred shares, 1,598,626 ordinary shares issuable upon conversion of Series C convertible preferred shares, 3,380,361 ordinary shares issuable upon conversion of Series D convertible preferred shares,	
 
152

Table of Contents

 	4,849,836 ordinary shares issuable upon conversion of Series E convertible preferred shares, 1,121,329 ordinary shares issuable upon conversion of Series F convertible preferred shares, and 1,156,837 ordinary shares issuable upon conversion of Series G convertible preferred shares, all of which are held by WFD Ventures Fund II, and 2,457,204 ordinary shares underlying warrants exercisable by WFD Ventures Fund II within 60 days of September 21, 2015; and (ii) 2,242,664 ordinary shares issuable upon conversion of Series F convertible preferred shares held by WFD Ventures Fund A. Mr. Doyle possesses sole voting and investment power over our shares owned by WFD Ventures Fund II (subject to certain rights of the advisory board of WFD Ventures Fund II to approve sales of any of the shares owned by WFD Ventures Fund II) and WFD Ventures Fund A. Mr. Doyle disclaims beneficial ownership in such shares to the extent that he does not have a pecuniary interest.	
 
(2)	 	Represents 316,122 ordinary shares underlying share options exercisable by Mr. Leung within 60 days of September 21, 2015.	
 
(3)	 	Represents 923,557 ordinary shares and 1,114,184 ordinary shares underlying share options exercisable by Mr. Danziger within 60 days of September 21, 2015.	
 
(4)	 	Represents 263,128 ordinary shares and 386,146 ordinary shares underlying share options exercisable by Mr. Groenhuysen within 60 days of September 21, 2015.	
 
(5)	 	Represents 148,445 ordinary shares and 439,896 ordinary shares underlying share options exercisable by Mr. Kirson within 60 days of September 21, 2015.	
 
(6)	 	Professor Palti shares voting and investment power for the shares held by Bennet Limited. As such, Professor Palti’s beneficial ownership includes 1,540,927 ordinary shares and 130,127 ordinary shares issuable upon conversion of Series A convertible preferred shares held by Bennet Limited and 147,825 ordinary shares underlying share options exercisable by Palti within 60 days of September 21, 2015. Following completion of this offering, we have the right to require Professor Palti and Bennet Limited to sell up to $2.0 million of their ordinary shares in market transactions, so long as the market price of our ordinary shares is not less than 80% of the price of the ordinary shares being sold in this offering (as set forth on the cover of this prospectus). Bennet Limited is a company incorporated in the British Virgin Islands with a registered address at Road Town, Tortola, P.O. Box 3820, British Virgin Islands.	
 
(7)	 	Mr. William Burkoth is an executive director of Pfizer Inc., a subsidiary of which, C.P. Pharmaceuticals International C.V., owns 2,242,664 ordinary shares issuable upon conversion of Series F convertible preferred shares, 266,664 ordinary shares issuable upon conversion of Series G convertible preferred shares and 116,018 ordinary shares issuable upon conversion of Series H convertible preferred shares. Mr. Burkoth currently possesses no voting or investment power over ordinary shares held by C.P. Pharmaceuticals International C.V. and disclaims ownership of such shares. C.P. Pharmaceuticals International C.V. is a Dutch partnership ( commanditaire vennootschap ) with a registered address at 235 East 42nd Street, New York, New York 10017.	
 
(8)	 	Represents 121,955 ordinary shares underlying share options exercisable by Mr. Lavigne, within 60 days of September 21, 2015. Includes 7,403 ordinary shares issuable upon conversion of Series H convertible preferred shares held by Spring Development Group, LLC, of which Mr. Lavigne is a managing member. Mr. Lavigne shares investment power with respect to these shares. Mr. Lavigne disclaims beneficial ownership in such shares to the extent that he does not have a pecuniary interest.	
 
(9)	 	Represents 148,114 ordinary shares issuable upon conversion of Series H convertible preferred shares and 121,955 ordinary shares underlying share options exercisable by Mr. Mylod within 60 days of September 21, 2015.	
 
(10)	 	Mr. Perlhagen is the settlor of, and a beneficiary of shares held by, the Oden Trust, the beneficial owner of Volati Limited. See footnote 15 below. Mr. Perlhagen possesses no voting or investment power over shares held in the Oden Trust.	
 
153

Table of Contents

(11)	 	Represents 121,955 ordinary shares underlying share options exercisable by Mr. Phillips, within 60 days of September 21, 2015. Includes 44,856 ordinary shares issuable upon conversion of Series F convertible preferred shares, 5,333 ordinary shares issuable upon conversion of Series G convertible preferred shares, 3,701 ordinary shares issuable upon conversion of Series H convertible preferred shares, 10,672 ordinary shares issuable upon conversion of Series I convertible preferred shares and 3,843 ordinary shares issuable upon conversion of Series J convertible preferred shares held by the wife of Mr. Phillips.	
 
(12)	 	Represents 249,085 ordinary shares underlying share options exercisable by Mr. Vernon within 60 days of September 21, 2015.	
 
(13)	 	Represents 981,215 ordinary shares, 453,621 ordinary shares issuable upon conversion of Series A convertible preferred shares, 4,590,439 ordinary shares issuable upon conversion of Series B convertible preferred shares, 1,598,626 ordinary shares issuable upon conversion of Series C convertible preferred shares, 3,380,361 ordinary shares issuable upon conversion of Series D convertible preferred shares, 4,849,836 ordinary shares issuable upon conversion of Series E convertible preferred shares, 1,121,329 ordinary shares issuable upon conversion of Series F convertible preferred shares, and 1,156,837 ordinary shares issuable upon conversion of Series G convertible preferred shares, all of which are held by WFD Ventures Fund II, and 2,457,204 ordinary shares underlying warrants exercisable by WFD Ventures Fund II within 60 days of September 21, 2015. WFD Ventures LLC is the sole member of WFD-GP II, LLC, which is the general partner of WFD Ventures Fund II. Mr. Doyle is the Managing Director of WFD Ventures LLC. Mr. Doyle has sole voting and dispositive power over the shares owned by WFD Ventures Fund II (subject to certain rights of the advisory board of WFD Ventures Fund II to approve sales of any of the shares owned by WFD Ventures Fund II). Each of WFD Ventures LLC and WFD-GP II, LLC is a limited liability company incorporated and existing under the laws of the State of Delaware, United States, having its registered office at 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, United States. WFD Ventures Fund II is an investment fund, incorporated and existing under the laws of Cayman Islands, having its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104.	
 
(14)	 	Includes the beneficial ownership of 9,954,748 ordinary shares, issuable upon conversion of Series I convertible preferred shares. Mr. Wyss currently possesses no voting or investment power over 825,649 ordinary shares, issuable upon conversion of Series I convertible preferred shares held by The Hansjoerg Wyss 2004 Descendants Trust, and Mr. Wyss disclaims ownership of such shares. The address for Mr. Wyss is c/o Loreda, 138 Mt. Auburn St, Cambridge, MA 02138.	
 
(15)	 	Represents the 1,775,673 ordinary shares, 131,380 ordinary shares issuable upon conversion of Series A convertible preferred shares, 618,411 ordinary shares issuable upon conversion of Series C convertible preferred shares, 829,546 ordinary shares issuable upon conversion of Series D convertible preferred shares, 2,823,670 ordinary shares issuable upon conversion of Series E convertible preferred shares, 1,121,329 ordinary shares issuable upon conversion of Series F convertible preferred shares, and 231,369 ordinary shares issuable upon conversion of Series G convertible preferred shares, all of which are held by Volati Limited, and 1,067,904 ordinary shares underlying warrants exercisable by Volati Limited within 60 days of September 21, 2015. Volati Limited is a company incorporated under the laws of Jersey (Channel Islands) with a registered address at Charter Place, 23-27 Seaton Place, St. Helier, Jersey JE115Y and is beneficially owned by the Oden Trust. The trustee of the Oden Trust is Church Street Trustees Limited, whose directors are Richard M. Kearsey, Brian H. Morris, Juan L. Medina, Siobhan M. McGrath, Elizabeth A. Nursey, Stuart E. McInnes and Marilyn M. Conolly. The Oden Trust was settled by Mr. Perlhagen and the beneficiaries include Mr. Perlhagen. Mr. Perlhagen currently possesses no voting or investment power over the shares owned by Volati Limited, and Mr. Perlhagen disclaims ownership of such shares.	
 
154

Table of Contents

(16)	 	Represents 2,239,105 ordinary shares issuable upon conversion of Series F convertible preferred shares and 209,621 ordinary shares issuable upon conversion of Series G convertible preferred shares, which are held by Index Ventures IV (Jersey) L.P., 212,536 ordinary shares issuable upon conversion of Series F convertible preferred shares and 19,897 ordinary shares issuable upon conversion of Series G convertible preferred shares, which are held by Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P., and 19,773 ordinary shares issuable upon conversion of Series F convertible preferred shares and 1,850 ordinary shares issuable upon conversion of Series G convertible preferred shares, which are held by Yucca (Jersey) SLP. Each of Index Ventures IV (Jersey) L.P., Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP and Yucca (Jersey) SLP are limited partnerships under the laws of Jersey (Channel Islands), all with a registered address at 44 Esplanade, St. Helier, Jersey JE4 9WG. Index Venture Associates IV Limited is the Managing General Partner of Index Ventures IV (Jersey) L.P. and Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP. Yucca (Jersey) SLP is the nominee shareholder for participants in the Index a co-investment scheme, which is contractually required to mirror the Index Funds’ investment. Bernard Dallé, David Hall, Paul Willing, Phil Balderson and Sinéad Meehan are the members of the board of directors of Index Venture Associates IV Limited and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by these entities.	
 
(17)	 	Represents 843,093 ordinary shares and 1,585,021 ordinary shares issuable upon conversion of Series A convertible preferred shares, all of which are held by The Goldman Living Trust. Susan R. Goldman, the trustee of The Goldman Living Trust, has sole voting and dispositive power over the shares owned by The Goldman Living Trust. The address of The Goldman Living Trust’s financial advisor is UBS, 775 Page Mill Road, Palo Alto, CA 94304.	
 
(18)	 	Represents 1,005,210 ordinary shares outstanding and 1,005,210 ordinary shares expected to be issuable upon exercise of outstanding options by the Technion Research & Development Foundation Ltd within 60 days of September 21, 2015. The Technion Research & Development Foundation Limited is a limited company incorporated in Israel, with a registered address at The Technion City, Haifa 320000, Israel. The Technion Research & Development Foundation Limited is controlled by The Technion-Israel Institute of Technology, an academic institution. Wayne Kaplan is the managing director and Benjamin Soffer is the manager of business unit of The Technion Research & Development Foundation Limited. Mr. Kaplan and Mr. Soffer, as authorized persons of The Technion Research & Development Foundation Limited, have voting authority to sell the shares owned by The Technion Research & Development Foundation Limited. Each of Mr. Kaplan and Mr. Soffer disclaims ownership of such shares.	
 
(19)	 	Represents 1,735,252 ordinary shares issuable upon conversion of Series G convertible preferred shares and 80,227 ordinary shares issuable upon conversion of Series H convertible preferred shares, all of which are held by SilverStone III, L.P., a limited partnership organized under the laws of Delaware, with a registered address at 4275 Executive Square, Suite 500, La Jolla, CA 92037. Silverstone III (GP), LLC is the general partner of SilverStone III, L.P. and StepStone Partners, L.P. is the sole and managing member of Silverstone III (GP), LLC, and its address is 4275 Executive Square, Suite 500, La Jolla, CA 92037. StepStone Group LP is the general partner of StepStone Partners, L.P., and its address is 4275 Executive Square, Suite 500, La Jolla, CA 92037. StepStone Group LP has investment power with respect to these shares.	
 
(20)	 	Represents 59,413 ordinary shares issuable upon conversion of Series F convertible preferred shares and 7,485 ordinary shares issuable upon conversion of Series G convertible preferred shares, all of which are held by Highline Capital Partners, LP (“HCP”); 527,179 ordinary shares issuable upon conversion of Series F convertible preferred shares, 167,296 ordinary shares issuable upon conversion of Series G convertible preferred shares and 1,963 ordinary shares issuable upon conversion of Series J convertible preferred shares, all of which are held by Highline Capital Partners QP, LP (“HCPQP”); 504,692 ordinary shares issuable upon conversion of Series F convertible preferred shares, 98,812 ordinary shares issuable upon conversion of Series G convertible preferred shares and 8,751 ordinary shares issuable upon conversion of Series J convertible preferred shares, all of which are held by Highline Capital Master, LP (“HCMLP”);	
 
155

Table of Contents

 	30,043 ordinary shares issuable upon conversion of Series F convertible preferred shares held by Highline A Master Fund, LLC (“HAMF”); and 121,553 ordinary shares issuable upon conversion of Series F convertible preferred shares and 15,616 ordinary shares issuable upon conversion of Series G convertible preferred shares, all of which are held by HCM/Cure LLC (“HCMC”). HCP and HCPQP are each limited partnerships formed and existing under the laws of the State of Delaware. HCMLP is an international limited partnership registered under the acts of the British Virgin Islands. HAMF and HCMC are each limited liability companies formed and existing under the laws of the State of Delaware. Highline Capital Holdings, L.L.C. (“HCH”), a limited liability company formed and existing under the laws of the State of Delaware, is the general partner of HCP, HCPQP, HCMLP and the manager of HAMF. Highline Capital Management, L.L.C. (“HCM”), a limited liability company formed and existing under the laws of the State of Delaware, is the manager of HCMC and the investment manager of HCP, HCPQP, HCMLP and HAMF. Jacob Doft is the manager of HCM and HCH and ultimately has sole voting and dispositive power over the shares owned by HCP, HCPQP, HCMLP, HAMF and HCMC. The registered office for each of HCP, HCPQP, HAMF, HCMC, HCH and HCM is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered office for HCMLP is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands.	
 
(21)	 	Represents 1,143,733 ordinary shares, which are held by Chasewood Invest & Trade Inc. Chasewood Invest & Trade Inc. is a company incorporated under the British Virgin Islands, with a registered address at Pasea Estate, Road Town, Tortola, British Virgin Islands. Bernard Junod and Jemma Martel-Welsh are the directors of Jaywick Services Limited and Westfield Global Ltd., the corporate director of Chasewood Invest & Trade Inc., and their address is Pasea Estate, Road Town, Tortola, British Virgin Islands.	
 
(22)	 	Represents 486,196 ordinary shares issuable upon conversion of Series A convertible preferred shares. Mirag Development Israel Ltd. Is a private company incorporated in Israel, with a registered address at Hazionut 143 Haifa Israel. Gad Zeevi and Giora Winterstein are directors of Mirag Development Israel Ltd. Each of Mr. Zeevi and Ms. Winterstein currently possesses voting power over the shares owned by Mirag Development Israel Ltd., and each of Mr. Zeevi and Ms. Winterstein disclaims ownership of such shares.	
 
(23)	 	Represents 188,695 ordinary shares issuable upon conversion of Series A convertible preferred shares. Mrs. Jello, LLC is a limited liability company formed and existing under the laws of the State of New Jersey, with a registered address at 12 Chelsea Drive, Livingston, New Jersey 07039. Michal Lichtman is the managing member of Mrs. Jello, LLC, and currently possesses sole voting and investment power over the shares owned by Mrs. Jello, LLC.	
 
(24)	 	Represents 163,275 ordinary shares issuable upon conversion of Series A convertible preferred shares. The address of Lydia Winterstein is David Pinski 57/a Haifa, Israel.	
 
(25)	 	Represents ordinary shares held by 15 selling shareholders not listed above who, as a group, own less than 1.0% of our outstanding ordinary shares prior to this offering (after giving effect to the conversion of outstanding preferred shares into ordinary shares prior to the completion of this offering).	
 
156

Table of Contents
 Description of share capital
General
NovoCure Limited is a public limited company, which was incorporated under the laws of Jersey, Channel Islands on February 11, 2000.
Immediately following the consummation of this offering, our authorized share capital will consist of an unlimited number of no par value shares, comprising (i) an unlimited number of ordinary shares, of which 82,676,810 ordinary shares will be issued and outstanding, including 7,500,000 ordinary shares issued in this offering, and (ii) an unlimited number of preferred shares, of which no preferred shares will be issued and outstanding as a result of the conversion of all our outstanding preferred shares into ordinary shares in connection with the consummation of this offering, in each case after giving effect to a 5.913 for 1 stock split effected on September 16, 2015.
Ordinary shares
Upon the consummation of this offering and the conversion of all our outstanding preferred shares into ordinary shares, there will be 82,676,810 ordinary shares outstanding. In addition, as of June 30, 2015, 11,978,512 ordinary shares were reserved for future issuances under the 2015 Omnibus Incentive Plan, 10,054,321 ordinary shares were issuable by us upon the exercise of outstanding options (including the option to acquire 1,005,210 ordinary shares held by the Technion Research Development Foundation), 921,488 ordinary shares were issuable by us upon the exercise of options granted conditioned upon the consummation of this offering and 4,635,317 ordinary shares issuable upon the exercise of outstanding warrants. Holders of our ordinary shares will be entitled to one vote per share on matters to be voted on by shareholders.
Preferred shares
Upon the consummation of this offering, all previously outstanding preferred shares will be converted into our ordinary shares and no preferred shares will be outstanding. Our memorandum and articles of association will provide that preferred shares may be issued from time to time in one or more classes. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each class. Our board of directors will be able, without shareholder approval, to issue any authorized but unissued preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares. We have no present plans to issue any preferred shares after the consummation of this offering. The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management.
Memorandum and articles of association
Public limited companies incorporated under the laws of Jersey are governed in general by two organizational documents, a memorandum of association and articles of association. The memorandum of association sets forth the basic constitutional details of the company and its authorized share capital. Our authorized share capital is described above under “—General.” The articles of association set forth other general corporate matters, including the rights of shareholders and provisions concerning shareholder and director meetings and directors’ terms and fees.
 
157

Table of Contents
The following description of both our memorandum of association and articles of association does not purport to be complete and describes certain provisions of our memorandum and articles of association, as amended and restated immediately upon the consummation of this offering.
The full text of both our memorandum of association and articles of association are filed as exhibits to the registration statement of which this prospectus forms a part and are also available on our website, www.novocure.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus, and you should not rely on any such information in making a decision whether to purchase such ordinary shares.
Corporate power
Under the Jersey Companies Law, the capacity of a Jersey company is not limited by anything contained in its memorandum or articles of association. Accordingly, we are able to operate in any markets and to provide any services that are legally permissible and that the directors deem appropriate.
Voting rights
Subject to the rights attaching to the relevant shares in the memorandum and articles of association, each holder of shares is entitled to one vote per share. There is no cumulative voting of shares.
Dividends and other distributions
Holders of our ordinary shares are entitled to receive such dividends, if any, as may be approved by our board of directors in its discretion. In order to be able to declare any dividends, our directors must make a statutory solvency statement to the effect that we will be able to discharge our liabilities as they fall due and that, having regard to our prospects as to the intention of the directors with respect to the management of our business, and with the amount and character of the financial resources that will in the view of the directors be available to us, we will be able to continue to carry on business and discharge our liabilities as they fall due for a 12-month period immediately following the date on which the dividend is proposed to be paid (or until we are dissolved on a solvent basis, if earlier). Dividends must be apportioned and paid pro rata according to the amounts paid on shares, unless otherwise specified in the rights attached to a specific class or classes of shares. Dividends do not accrue interest and may, if unclaimed, be invested by our board of directors on our behalf until claimed. Any dividend unclaimed after a period of seven years from the date of declaration of such dividend or the date on which such dividend became due for payment is forfeited and becomes our property.
Our articles of association provide that our board of directors may offer our shareholders the right to receive in lieu of any cash dividend (or part thereof) that we declare on our ordinary shares, such number of our ordinary shares that are (or nearly as possible) equivalent in value to the cash dividend, based on the market price of such shares determined in accordance with our articles of association.
We do not intend to pay dividends on our ordinary shares. We plan to retain our available cash and any future earnings for use in the operation of our business and to fund future growth. See “Dividend policy.”
Winding up
If we are wound up (whether the liquidation is voluntary, under supervision or by the courts of Jersey), the liquidator (or the board, where no liquidator is appointed) may, with the authority of a special resolution of our shareholders, divide among our shareholders part or all of our assets, or transfer any part of our assets to a trustee for the benefit of our shareholders.
 
158

Table of Contents
Changes in capital and allotment of securities
We may, by special resolution of our shareholders, alter our memorandum of association to change the amount of our share capital, consolidate all or any of our shares (whether issued or not) into fewer shares or divide all or any of our shares (whether issued or not) into more shares, cancel any unissued shares or alter our share capital in any other way permitted by the Jersey Companies Law. Subject to the provisions of the Jersey Companies Law, our board has the discretion to issue authorized but unissued shares.
Variation of class rights
The rights attaching to any class of shares may only be altered by approval of holders of not less than two-thirds in number of the issued shares of that class, or by special resolution of the relevant class passed at a class shareholder meeting by the holders of not less than two-thirds in number of the issued shares of that class, in each case, being voted in person or by proxy at such meeting. In addition, unless otherwise expressly provided by the conditions of issue of, or statement of rights relating to, any shares or class of shares, the rights conferred upon the holders of any shares or class of shares (regardless of whether they are issued with preferred, deferred or other special rights) will not be deemed to be varied or abrogated by the creation or issue of further shares or classes of shares (including additional shares of such class), the conversion and redemption of shares in accordance with our articles of association or any applicable statement of rights, or the purchase or redemption by us of our own shares.
General meetings
An annual general meeting and any other shareholders’ meeting (whether convened for the passing of an ordinary or a special resolution) shall be called by at least 14 days’ notice (or more where a longer period of notice is specified in the articles of association) given to all of the members, directors and auditors.
Special meetings
Under the Jersey Companies Law, only our board of directors or shareholders holding at least 10% of the total voting rights of our share capital can requisition a shareholders’ meeting. A meeting requisitioned by shareholders must be held within two months of receipt by us of the written request, but such shareholders may call the meeting if our board of directors does not call the meeting within 21 days of the date of deposit of the written request at our registered office, in which event such meeting must be held within three months of the date of deposit of the written request of our registered office. Our articles of association specifies the information that a shareholder requisitioning a shareholders’ meeting is required to provide with its written request for the requisition of a shareholders’ meeting.
Actions by written consent
Our articles of association provide that shareholder actions by written consent are prohibited.
Directors
Our board of directors may vary the minimum or maximum number of directors (subject to a minimum of two and a maximum of 13 directors), and may appoint directors to fill any vacancies. We currently have 11 members on our board of directors.
Shareholders are only able to appoint a person as a director at a shareholder meeting if (i) the relevant person has been recommended by our board or is a serving director who is retiring at that shareholder meeting; or
 
159

Table of Contents
(ii) if a shareholder (other than the person proposed as a director) who is entitled to attend and vote at that shareholder meeting has submitted written notice to us of their intention to nominate the relevant person no less than 90 and no more than 120 full days prior to the date of that shareholder meeting, along with a notice from the relevant person confirming their willingness to be appointed.
Directors are required to disclose any conflicts of interest with respect to any contract or proposed contract or any other arrangement or proposed arrangement with us.
Other Jersey law considerations
Share repurchases
In most United States jurisdictions, the Board of Directors is permitted to authorize share repurchases without shareholder consent. Jersey law does not permit share repurchases without the sanction of a special resolution of our shareholders. However, our articles of association will permit our Board of Directors to convert any of our shares that we wish to purchase into redeemable shares, provided that we continue to have issued shares that are not redeemable, which will effectively allow our Board of Directors to authorize share repurchases (which shall be effected by way of redemption) without the need to obtain such shareholder consent, consistent with the practice in most United States jurisdictions.
As with declaring a dividend (that would have the effect of reducing our net assets), we may not buy back or redeem our shares unless our directors have made a statutory solvency statement that, immediately following the date on which the buy back or redemption is proposed, we will be able to discharge our liabilities as they fall due and, having regard to our prospects and the intentions of the directors with respect to the management of our business and the amount and character of the financial recourses that will in the view of the directors be available to us, we will be able to continue to carry on business and discharge our liabilities as they fall due for a 12-month period immediately following the date which the buy back or redemption is proposed to be paid (or we are dissolved on a solvent basis, if earlier).
We may fund a redemption or purchase of our own shares from any source, and a payment for a redemption or purchase may be made in cash or otherwise than in cash (or partly in cash and partly otherwise than in cash). We cannot purchase our ordinary shares if, as a result of such purchase, only redeemable shares would remain in issue.
If authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us as treasury shares may be cancelled, sold, transferred for the purposes of or under an employee share plan or held without cancelling, selling or transferring them. Ordinary shares redeemed or purchased by us are cancelled where we have not been authorized to hold these as treasury shares.
Mandatory purchases and acquisitions
The Jersey Companies Law provides that where a person, or an offeror, has made an offer to acquire all of our outstanding shares not already held by the offeror and has as a result of such offer acquired or contractually agreed to acquire not less than 90% in number of the shares of any class to which the offer relates, that the offeror is then entitled to give notice to the holders of any shares of that class that it has not acquired or contractually agreed to acquire, to acquire the remaining shares. Similarly, in such circumstances, a holder of any such remaining shares may, by written communication addressed to the offeror, require him to acquire its shares. In either case, the holder of such remaining shares may also apply to the Jersey court for an order that the offeror not be entitled to purchase the holder’s shares or that the offeror purchase the holder’s shares on terms different than those under which the offeror made such offer.
 
160

Table of Contents
Other than as described above, we are not subject to any regulations under which a shareholder that acquires a certain level of share ownership is then required to offer to purchase all of our remaining shares on the same terms as such shareholder’s prior purchase.
Compromises and arrangements
Where we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or our shareholders or a class of either of them (as applicable) the Jersey court may order a meeting of the creditors or class of creditors or of our shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).
No pre-emptive rights
The Jersey Companies Law does not confer any pre-emptive rights to purchase our shares on our shareholders.
Rights of minority shareholders
Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of our affairs, including a proposed or actual act or omission by us, is unfairly prejudicial to the interests of our shareholders generally or of some part of our shareholders, including at least the shareholder making the application. What amounts to unfair prejudice is not defined in the Jersey Companies Law. There may also be common law personal actions available to our shareholders.
Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating our affairs, requiring us to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by us or by any of our other shareholders.
Comparison of Jersey law and Delaware law
Set forth below is a comparison of certain shareholder rights and corporate governance matters under Delaware law and Jersey law:

Corporate law issue	  	Delaware law	  	Jersey law	
			
Special meetings of shareholders	  	Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date	  	Shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant meeting may legally require our directors to call a meeting of shareholders.

	  	designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of	  	The Jersey Financial Services Commission, or JFSC, may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual	

161

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
	  	Chancery may order a meeting to be held upon the application of a shareholder.	  	general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offense on the part of a Jersey company and its directors and secretary.	
			
Interested director transactions	  	Interested director transactions are permissible and may not be legally voided if:
 
•  either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction in good faith upon disclosure of all material facts; or
 
•  the transaction is determined to have been fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.	  	An interested director must disclose to the company the nature and extent of any interest in a transaction with the company or one of its subsidiaries. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit, and the court may so order or make such other order as it deems fit.
 
A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.
 
Although it may still order that a director account for any profit, a court shall not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be	
			
	  		  	unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.	

162

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
Cumulative voting	  	The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.	  	There are no provisions in the Jersey Companies Law relating to cumulative voting.	
			
Shareholder approval of corporate matters by written consent	  	Unless otherwise specified in a corporation’s certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice or a vote, if consents, in writing, setting forth the action are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.	  	A unanimous written consent by each shareholder entitled to vote on the matter may effect any matter that otherwise may be brought before a shareholders’ meeting, except for the removal of our auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the resolution. However, subject to the Companies Law, it is possible to either specifically include in a company’s memorandum and articles of association for a written resolution to be passed by a specified majority (as with meetings) or for shareholder resolutions in writing to be prohibited.
 
Our articles of association provide that shareholder resolutions in writing are prohibited.	
			
Business combinations	  	With certain exceptions, a merger, consolidation or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.	  	Jersey Companies Law requires, in the case of a merger, the approval of a special resolution passed by at least two-thirds of the shares being voted in person or by proxy at a meeting of the shareholders of the company and, where there is more than one class of members, a special resolution of a separate meeting of each class.	

163

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
	  		  	Jersey Companies Law does not have such a requirement for the sale of all or substantially all of a company’s assets.	
			
Limitations on directors liability and indemnification of directors and officers	  	A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock repurchases or shares barring redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws.	  	The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty.
 
However, a Jersey company may exempt from liability, and indemnify directors and officers for, liabilities:
 
(1)     incurred in defending any civil or criminal legal proceedings where:
 
the person is either acquitted or receives a judgment in their favor;
 
where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or
 
where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in	
			
	  		  	the person’s resistance to the proceedings.
 
(2)    incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;	

164

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
	  		  	(3)    incurred in connection with an application made to the court for relief from liability for negligence,	
			
	  		  	default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or
 
(4)    incurred in a case in which the company normally maintains insurance for persons other than directors.	
			
Appraisal rights	  	A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.	  	A shareholder of a Jersey company does not have statutory appraisal rights.	
			
Shareholder suits	  	Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover	  	Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company’s affairs, including a proposed or actual act or omission by us, is unfairly prejudicial to the interests of our shareholders generally or of some part of our shareholders,	
			
	  	attorneys’ fees incurred in connection with such action.	  	including at least the shareholder making the application.
 
Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court	

165

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
	  		  	may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an	
			
	  		  	act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.
 
There may also be common law personal actions available to shareholders.	
			
Inspection of books and records	  	All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.	  	The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours (Jersey time) be open to the inspection of a shareholder of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.	
			
Amendments to organizational documents	  	Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of	  	The memorandum of association and articles of association of a Jersey company each may only be amended by	
			
	  	a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any	  	special resolution approved by holders of at least two-thirds of the shares being voted in person, by phone or by proxy at a shareholder meeting.	

166

Table of Contents

Corporate law issue	  	Delaware law	  	Jersey law	
			
	  	class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.	  		
			
	  	If provided for in a Delaware corporation’s certificate of incorporation, the board of directors of a Delaware corporation may amend its bylaws without stockholder consent.	  		
 	
Registration rights of certain holders
In connection with our Series J financing, we entered into the Tenth Amended and Restated Registration Rights Agreement dated June 1, 2015, or the Registration Rights Agreement, pursuant to which we have granted certain registration rights to holders of our registrable securities, which include ordinary shares issuable upon conversion of our preferred shares or exercise of warrants, in each case that are outstanding prior to this offering. Set forth below is a description of the registration rights granted under the agreement. The Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.
Demand registration rights
At any time after the effective date of this offering (subject to applicable lock-up restrictions), certain holders, or the Initiating Holders, have the right to demand that we file a registration statement covering the offer and sale of their registrable securities, so long as the aggregate offering price of securities to be sold under the registration statement is no less than $5.0 million. Upon such demand we are required to use our best efforts to file a registration statement; however, we are not obligated to effect a demand registration (1) if we have already effected one demand registration for the Initiating Holders that were either holders of Series B or Series F convertible preferred shares prior to this offering, one demand registration for the Initiating Holders that were holders of Series G convertible preferred shares prior to this offering, one demand registration for the Initiating Holders that were holders of Series H convertible preferred shares prior to this offering, one demand registration for the Initiating Holders that were holders of Series I convertible preferred shares prior to this offering and one demand registration for the Initiating Holders that were holders of Series J convertible preferred shares prior to this offering, subject to certain exceptions, (2) during a period of 180 days after the effective date of this offering or any other registration pursuant to the Registration Rights Agreement, (3) during a period beginning on the 60th day prior to our good faith estimate of the effective date of, and ending on the 120th day after the effective date of, a firm commitment public offering of our securities initiated by us other than pursuant to the demand registration rights described herein, or (4) if the securities to be registered can be registered on Form S-3. We have the right to defer filing of a registration statement for up to 90 days if we provide the Initiating Holders a certificate signed by our Chief Executive Officer stating that in the good faith judgment of our board of directors such registration will be materially detrimental to us and our shareholders, but we cannot exercise this deferral right more than once in any 12-month period.
 
167

Table of Contents
Piggyback registration rights
At any time after this offering (subject to applicable lock-up restrictions), if we propose to register any of our share capital or other securities in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 or similar successor form relating solely to the sale of securities to participants in a share option plan or other compensatory arrangement to the extent includable on Form S-8 or similar successor form), then we must offer each holder of the registrable securities the opportunity to include their securities in the registration statement or otherwise register such registrable securities. However, we are not obligated to make any offering of our securities or to complete an offering of our securities that we propose to make.
Form S-3 registration rights
Upon our company becoming eligible to use Form S-3, if certain holders of registrable securities request that we file a registration statement on Form S-3, we (i) shall promptly give at least 30 days’ written notice of the proposed registration to all other holders and (ii) shall use our reasonable best efforts to effect such registration and include therein all or such portion of the registrable securities as are specified in such request, together with all or such portion of the registrable securities of any other holder electing to join in such registration by furnishing to us a written request within 20 days after receipt of the written notice specified in clause (i) above.
However, we are not obligated to file a registration statement on Form S-3 if (i) the aggregate offering price of securities to be sold under the registration statement does not exceed $2.0 million, net of any underwriters’ discounts or commissions, (ii) we provide the requesting holders of the registrable securities a certificate signed by our Chief Executive Officer stating that in the good faith judgment of our board of directors the filing of a registration statement on Form S-3 will be materially detrimental to us and our shareholders or (iii) we have already effected one registration on Form S-3 in the 12-month period preceding the date of such request. Such requests for registrations are not counted as demand registrations.
Transfer agent and registrar
The transfer agent and registrar for our ordinary shares in the United States is Computershare Inc. and its address is 250 Royall Street, Canton, Massachusetts 02021. Computershare Investor Services (Jersey) Limited acts as our Jersey registrar and its address is Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES.
Company secretary
Our company secretary, whose duties include keeping board and shareholder minutes, maintaining a register of directors and ensuring that Jersey statutory requirements are met, including the filing of the annual return and accounts with the Jersey company registry, is Citco Jersey Limited, First Floor, Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2 4YE.
 
168

Table of Contents
 Shares eligible for future sale
Before this offering, there has not been a public market for our ordinary shares, and while we have applied to list our ordinary shares on NASDAQ, we cannot assure you that a significant public market for the ordinary shares will develop or be sustained after this offering. Substantial future sales of our ordinary shares in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailing from time to time. As described below, only a limited number of our ordinary shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, after these restrictions lapse, future sales of substantial amounts of our ordinary shares, including ordinary shares issued upon exercise of outstanding options, in the public market in the United States, or the possibility of such sales, could negatively affect the market price in the United States of our ordinary shares and our ability to raise equity capital in the future.
Upon the consummation of this offering, we will have 82,676,810 ordinary shares outstanding. Of that amount, 12,500,000 ordinary shares will be publicly held by investors participating in this offering, and 70,176,810 ordinary shares will be held by our existing shareholders, who may be our affiliates as that term is defined in Rule 144 under the Securities Act. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer.
All of the ordinary shares sold in the offering will be freely transferable by persons (other than our affiliates) without restriction or further registration under the Securities Act. Ordinary shares purchased by one of our affiliates may not be resold, except pursuant to an effective registration statement or an exemption from registration, including an exemption under Rule 144 of the Securities Act described below.
The ordinary shares held by existing shareholders are, and those ordinary shares issuable upon conversion of our convertible preferred shares or exercise of options or warrants outstanding following the consummation of this offering, will be restricted securities, as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the United States only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are described below. In addition, substantially all of our existing shareholders are subject to a 180-day lock-up period following this offering, as described further below.
Lock-up agreements
We and substantially all of our existing shareholders have agreed that we and such shareholders will not, during the period ending 180 days after the date of this prospectus:
(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any other securities convertible into or exercisable or exchangeable for ordinary shares; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares,
whether any such transaction described above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, subject to certain exceptions. See “Underwriting.”
The foregoing lock-up period is subject to waiver or release by J.P. Morgan Securities LLC at its sole discretion.
 
169

Table of Contents
After the waiver, release or expiration of the lock-up agreements, the ordinary shares subject to the lock-up agreements will be freely eligible for sale in the public market, subject to restrictions under the Securities Act as described below.
Rule 144
In general, under Rule 144 as currently in effect, once we have been a reporting company under the Exchange Act for a period of 90 days after the date of this prospectus, a person who is not deemed to have been our affiliate at any time during the three months preceding a sale and who has beneficially owned our restricted ordinary shares for at least six months would be entitled to sell an unlimited number of those shares, subject only to the availability of current public information about us. A non-affiliate who has beneficially owned our restricted ordinary shares for at least one year from the later of the date these shares were acquired from us or from one of our affiliates would be entitled to freely sell those shares.
A person who is deemed to be an affiliate of ours and who has beneficially owned our restricted ordinary shares for at least six months would be entitled to sell, within any three-month period, a number of shares that is not more than the greater of:
 
(a)	 	1.0% of the number of our ordinary shares then outstanding, which will equal approximately 826,768 ordinary shares immediately after this offering; or	
 
(b)	 	the average weekly reported trading volume of our ordinary shares on NASDAQ during the four calendar weeks preceding the date on which a notice of the sale on Form 144 is filed with the SEC by such person.	
Sales under Rule 144 by persons who are deemed to be our affiliates are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.
In addition, in each case, these shares would remain subject to lock-up arrangements described in this prospectus and would only become eligible for sale when the lock-up period expires.
Rule 701
Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements described in this prospectus and would only become eligible for sale when the lock-up period expires.
Share options
Following the consummation of this offering, we intend to file a registration statement on Form S-8 with the SEC covering ordinary shares reserved for issuance under our 2003 Share Option Plan, 2013 Share Option Plan and 2015 Omnibus Incentive Plan. This registration statement is expected to become effective upon filing. Shares covered by this registration statement will then be eligible for sale in public markets, subject to any applicable lock-up agreements described in this prospectus and Rule 144 limitations applicable to affiliates.
 
170

Table of Contents
Registration rights
As described in the section entitled “Description of share capital—Registration rights of certain holders,” upon the consummation of this offering, holders of 66,609,559 ordinary shares, including shares issued upon conversion of our convertible preferred shares, and the holders of options and warrants to purchase 5,542,711 ordinary shares, or 78% of our ordinary shares on a fully diluted basis after this offering, will have rights, subject to various conditions and limitations, to require us to file registration statements covering their shares or to include their shares in registration statements that we file for ourselves or other shareholders, subject to the 180-day lock-up period described above. By exercising their registration rights and causing a large number of shares to be registered and sold in the public market, these holders could cause the price of our ordinary shares to fall. In addition, any demand to include such shares in our registration statements could have a material adverse effect on our ability to raise any needed capital.
 
171

Table of Contents
 Tax considerations
United States taxation
This section describes the material U.S. federal income tax consequences of acquiring, holding and disposing of our ordinary shares. It only applies to a U.S. Holder that acquires its ordinary shares in this offering at the initial public offering price, and holds such ordinary shares as capital assets for U.S. federal income tax purposes. This section does not address certain particular considerations that might apply to any holder that holds any of our share capital acquired other than in this offering. This section does not address any holder that is a member of a special class of holders subject to special rules, including:
 
•	 	a dealer in securities,	
 
•	 	a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,	
 
•	 	a tax-exempt organization,	
 
•	 	a life insurance company,	
 
•	 	a regulated investment company, real estate investment trust, S corporation or other entity taxed as a financial conduit for U.S. federal income tax purposes,	
 
•	 	a bank or other financial institution,	
 
•	 	an entity classified as a partnership for U.S. federal income tax purposes,	
 
•	 	a person liable for the U.S. alternative minimum tax,	
 
•	 	a person that actually or constructively owns, as of the date hereof or at any other time, 10% or more of our voting stock,	
 
•	 	a person that holds shares as part of a straddle or a hedging or conversion transaction, or	
 
•	 	a U.S. Holder (as defined below) whose functional currency is not the United States dollar.	
This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, final, temporary and proposed regulations (together, the “Regulations”), and published rulings and court decisions, all of which are subject to change, possibly on a retroactive basis. There is currently no comprehensive income tax treaty between the United States and Jersey.
A holder is a “U.S. Holder” if such holder is a beneficial owner of ordinary shares and such holder is:
 
•	 	a citizen or resident of the United States,	
 
•	 	a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia,	
 
•	 	an estate whose income is subject to U.S. federal income tax regardless of its source, or	
 
•	 	a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust, or if the trust has a valid election in effect under applicable Regulations to be treated as a United States person.	
This disclosure does not address any holder that is not a U.S. Holder.
The U.S. federal income tax treatment of a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) that is a beneficial owner of ordinary shares generally will depend upon the status
 
172

Table of Contents
of the partner and the activities of the partnership. A beneficial owner of ordinary shares that is a partnership (including the partners in such partnership) should consult its own tax advisors regarding the U.S. federal income tax consequences of owning and disposing of the ordinary shares.

This discussion addresses only U.S. federal income taxation. You should consult your own tax advisor as to the potential application of U.S. state and local tax laws, as well as any other U.S. tax laws (such as the estate tax) or other U.S. laws, as well as the laws of Jersey and other non-U.S. laws.	
Taxation of dividends
Subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be subject to U.S. federal income taxation for U.S. Holders.
Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the ordinary shares and thereafter as capital gain; however, since we do not intend to maintain books and records in accordance with U.S. tax principles, it is expected that all amounts we distribute will be reported to U.S. Holders as dividends for U.S. federal income tax purposes. Dividends paid to a noncorporate U.S. Holder that constitute “qualified dividend income” will be taxable to such noncorporate U.S. Holder at preferential tax rates, provided the ordinary shares are held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and provided that such noncorporate U.S. Holder meets other holding period requirements, unless such noncorporate U.S. Holder takes the dividend income into account as investment income.
Dividends that we pay with respect to the ordinary shares, if any, generally will be qualified dividend income provided that, in the year that a U.S. Holder receives the dividend, the ordinary shares are readily tradable on an established securities market in the United States. We have applied to list our ordinary shares on NASDAQ and expect such ordinary shares to be considered readily tradable on an established securities market. However, even if the ordinary shares are readily tradable on an established securities market in the United States, any dividends paid with respect to the ordinary shares will not be treated as qualified dividend income if we are treated as a PFIC for the taxable year in which we pay a dividend, or if it was treated as a PFIC for the preceding taxable year.
Dividends are taxable to a U.S. Holder when such dividend is received, actually or constructively. Such dividends will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations.
Dividends generally will be income from sources outside the United States, and dividends paid will, depending on a U.S. Holder’s circumstances, be “passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the allowable foreign tax credit. A U.S. Holder may make an election to treat all foreign taxes paid as deductible expenses in computing taxable income, rather than as a credit against tax, subject to generally applicable limitations. Such an election, once made, applies to all foreign taxes paid for the taxable year subject to the election. The rules governing foreign tax credits are complex and, therefore, U.S. Holders are strongly encouraged to consult their own tax advisors to determine whether they are subject to any special rules that may limit their ability to use foreign tax credits and whether or not an election to treat foreign taxes paid as deductions rather than credits would be appropriate based on their particular circumstances.
 
173

Table of Contents
Taxation of capital gains
Subject to the PFIC rules discussed below, if a U.S. Holder sells or otherwise disposes of its ordinary shares, it should recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that it realizes and its tax basis in its ordinary shares. Capital gain of a noncorporate U.S. Holder is generally taxed at preferential tax rates, where such U.S. Holder has held its ordinary shares for more than one year. Such gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to certain limitations.
Passive foreign investment company considerations
We believe that our ordinary shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change.
In general, for U.S. Holders, we will be a PFIC with respect to a U.S. Holder if for any taxable year in which such U.S. Holder holds ordinary shares:
 
•	 	at least 75% of our gross income for the taxable year is passive income within the meaning of the PFIC rules; or	
 
•	 	at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income within the meaning of the PFIC rules.	
For purposes of the PFIC rules, passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. Cash is generally treated as an asset that produces passive income, for purposes of the PFIC rules. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income. Our ordinary shares will be treated as stock of a PFIC with respect to a U.S. Holder if we are a PFIC at any time during the period in which such U.S. Holder holds the ordinary shares, even if we cease to be treated as a PFIC, unless special elections (described below) are made.
If we are treated as a PFIC, and a U.S. Holder does not make one of the elections described below, the U.S. Holder will be subject to special PFIC tax rules with respect to:
 
•	 	any gain realized on the sale or other disposition of the ordinary shares; and	
 
•	 	any excess distribution that we make to the U.S. Holder (generally, any distributions during a single taxable year that are greater than 125% of the average annual distributions received by a U.S. Holder in respect of the ordinary shares during the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares).	
Under these rules:
 
•	 	the gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;	
 
•	 	the amount allocated to the taxable year in which the U.S. Holder realizes the gain or excess distribution and to any years before we became a PFIC will be taxed as ordinary income; and	
 
174

Table of Contents

•	 	the amount allocated to any other year, with certain exceptions, will be taxed at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed in respect of the amount allocated to each such year.	
Special rules apply for calculating the amount of foreign tax credits available with respect to excess distributions by a PFIC.
The special PFIC tax rules described above will not apply to a U.S. Holder that makes a qualified electing fund or “QEF” election, and we provide certain required information to such electing U.S. Holder. We intend to provide U.S. Holders with such information as may be required to make a QEF election effective.
If a U.S. Holder makes a QEF election, such U.S. Holder will be currently subject to tax on its pro rata share of our ordinary earnings and net capital gain, at ordinary income and capital gain rates, respectively, for each of our taxable years that we are classified as a PFIC, regardless of whether or not such U.S. Holder receives distributions. Such U.S. Holder’s basis in the ordinary shares will be increased to reflect taxed but undistributed income. Distributions of income that had been taxed previously will result in a corresponding reduction of basis in the shares and will not be taxed again as a distribution to such U.S. Holder. U.S. Holders should consult their own tax advisors regarding making QEF elections in their particular circumstances.
If a U.S. Holder owns ordinary shares in a PFIC that are treated as “marketable stock,” as such term is defined under the PFIC rules, such U.S. Holder may also make a mark-to-market election. If a U.S. Holder makes this election, it will not be subject to the PFIC rules described above. Instead, in general, such U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of the taxable year over its adjusted basis in its ordinary shares. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. Holder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). A U.S. Holder’s basis in the ordinary shares will be adjusted to reflect any such amounts of income or loss. Gains from an actual sale or other disposition of the ordinary shares in a year when we are a PFIC will be treated as ordinary income, and any losses incurred on a sale or other disposition of the ordinary shares will be treated as an ordinary loss to the extent of any net mark-to-market gains previously included. Any remaining loss on the sale of such ordinary shares will be treated as a capital loss. Once made, the election cannot be revoked without the consent of the IRS unless the ordinary shares cease to be marketable. For purposes of this rule, if a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, it will be treated as having a new holding period in its ordinary shares beginning on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applies.
Notwithstanding any election made with regard to the ordinary shares, dividends received from us will not constitute qualified dividend income if we are treated as a PFIC either in the taxable year of the distribution or the preceding taxable year. Dividends received that do not constitute qualified dividend income are not eligible for taxation at the preferential tax rates applicable to qualified dividend income. Instead, a U.S. Holder must include the gross amount of any such dividend paid by us out of our accumulated earnings and profits (as determined for U.S federal income tax purposes) in its gross income, and it will be subject to tax at rates applicable to ordinary income.
If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report for that taxable year on IRS Form 8621 “Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund.” U.S. Holders should consult their own tax advisors concerning our PFIC status and the potential application of the PFIC rules.
 
175

Table of Contents
Net investment income tax
An additional 3.8% tax is imposed on the “net investment income” of noncorporate U.S. Holders, and on the undistributed “net investment income” of certain estates and trusts. Among other items, “net investment income” generally includes dividends paid on our ordinary shares and certain net gain from the sale or other taxable disposition of such ordinary shares, less certain deductions. This tax applies whether or not we are a PFIC. U.S. Holders should consult their own tax advisors concerning the potential effect, if any, of this tax on holding ordinary shares in such U.S. Holder’s particular circumstances.
Backup withholding and information reporting
For noncorporate U.S. Holders, information reporting requirements, on IRS Form 1099, generally will apply to:
 
•	 	dividend payments or other taxable distributions made to the noncorporate U.S. Holder within the United States or by a United States payor; and	
 
•	 	the payment of proceeds to the noncorporate U.S. Holder from the sale of ordinary shares effected at a United States office of a broker or through certain U.S.-related financial intermediaries.	
Additionally, backup withholding may apply to such payments if the noncorporate U.S. Holder:
 
•	 	fails to provide an accurate taxpayer identification number;	
 
•	 	is notified by the IRS that it has failed to report all interest and dividends required to be shown on its U.S. federal income tax returns; or	
 
•	 	in certain circumstances, fails to comply with applicable certification requirements.	
Backup withholding is not an additional tax. Noncorporate U.S. Holders generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed their income tax liability by filing a timely refund claim with the IRS.
Disclosure of information with respect to foreign financial assets
Certain U.S. Holders who hold any interest in “specified foreign financial assets,” including our ordinary shares, during such U.S. Holder’s taxable year must attach to their U.S. federal income tax return for such year certain information with respect to each such asset if the aggregate value of all of such assets exceeds $50,000 on the last day of the tax year or more than $75,000 at any time during the tax year (or a higher dollar amount prescribed by the IRS), unless such shares are held in an account maintained by a U.S. payor, such as a U.S. financial institution or the U.S. branch of certain foreign banks or insurers. For this purpose, a “specified foreign financial asset” includes any depositary, custodial or other financial account maintained by a foreign financial institution (other than a U.S. branch of certain foreign financial institutions), and certain assets that are not held in an account maintained by a financial institution, including any stock or security issued by a person other than a United States person. A taxpayer subject to these rules who fails to furnish the required information may be subject to a penalty of $10,000, and an additional penalty may apply if the failure continues for more than 90 days after the taxpayer is notified of such failure by the IRS, unless the taxpayer demonstrates a reasonable cause for such failure to comply. An accuracy-related penalty of 40% is imposed for an underpayment of tax that is attributable to an “undisclosed foreign financial asset understatement,” which for this purpose is the portion of the understatement of gross income for any taxable year that is attributable to any transaction involving an “undisclosed foreign financial asset,” including any asset that is subject to these information reporting requirements, which would include our ordinary shares if the dollar threshold described above were satisfied.
 
176

Table of Contents
The applicable statute of limitations for assessment of U.S. federal income taxes is extended to six years if a taxpayer omits from gross income more than $5,000 and such omission is attributable to a foreign financial asset as to which reporting is required under the rules described in the preceding paragraph or would be so required if such rules were applied without regard to the dollar threshold and any other exceptions specified by the IRS. In addition, the statute of limitations will be suspended if a taxpayer fails to provide in a timely manner either information with respect to specified foreign financial assets required to be reported or the annual information reports required for holders of PFIC stock. U.S. Holders should consult their own tax advisors concerning any obligation that they may have to furnish information to the IRS as a result of holding our ordinary shares.
Jersey taxation
This section describes the material Jersey tax consequences of owning shares. It applies to you only if you acquire your shares in this offering and you hold your shares as capital assets for tax purposes. This section is based on the tax laws of Jersey and all regulations thereunder as currently in effect. These laws are subject to change, possibly on a retroactive basis.
Taxation of the company
We believe that we are a Jersey resident for tax purposes. The Income Tax (Jersey) Law 1961, as amended, provides that the general basic rate of income tax on the profits of a company, other than a “financial services company” or utility company (of which we are neither), will be 0%.
Taxation of dividends
We will be entitled to pay dividends to holders of our ordinary shares without any withholding or deduction for or on account of Jersey tax. Holders of our ordinary shares (other than residents of Jersey) will not be subject to any tax in Jersey with respect to the acquisition, ownership or other disposition of our ordinary shares.
Taxation of capital gains
Under current Jersey law, there is no capital gains tax.
Jersey stamp duty, estate and gift taxation
Under current Jersey law, there are no death or estate duties or gift, wealth, inheritance or capital transfer taxes. No stamp duty or other transfer tax is levied in Jersey on the issue or transfer of our ordinary shares. In the event of the death of an individual who is a shareholder (whether or not a resident in Jersey), stamp duty at rates of up to 0.75% of the value of the estate held may be payable on the registration of a Jersey probate or letters of administration that may be required in order to transfer or otherwise dispose of our ordinary shares held by the deceased individual’s estate.
Jersey goods and services taxation
We are an “international services entity” for the purposes of the Goods and Services Tax (Jersey) Law 2007, or the GST Law. Consequently, we are not required to:
 
•	 	register as a taxable person pursuant to the GST Law;	
 
•	 	charge goods and services tax in Jersey with respect to any supply made by us; or	
 
177

Table of Contents

•	 	subject to limited exceptions that are not expected to apply to us, pay goods and services tax in Jersey with respect to any supply received by us.	
Our directors intend to conduct our business such that no goods and services tax in Jersey will be incurred by us.
Agreements regarding the EU savings directive
Jersey is not part of the European Union and is not subject to the EU directive on the taxation of savings income in the form of interest payments, or the EU Savings Tax Directive, or other EU fiscal legislation. However, in keeping with Jersey’s policy of constructive international engagement (and in line with steps taken by other relevant countries) Jersey has entered into various agreements regarding the EU Savings Tax Directive.
Jersey introduced a system that permits the disclosure of information concerning details of payments of interest (or other similar payments) and the identity of an individual beneficial owner of the interest to the tax authority of the EU jurisdiction where the owner of the interest payment is resident. In relation to payments of interest made by a Jersey paying agent on and from January 1, 2015, Jersey requires mandatory reporting of such information.
Prior to January 1, 2015, the system permitted either (1) the disclosure described above or (2) the imposition of a retention or withholding tax in respect of payments of interest (or other similar income) made to an individual beneficial owner resident in an EU member state by a paying agent situated in Jersey or an EU member state. However, since January 1, 2015 the latter alternative has ceased to be available.
The terms “beneficial owner” and “paying agent” are defined in the bilateral agreements entered into between Jersey and each of the EU member states relating to the treatment of savings income.
The requirement in respect of information disclosure should not apply to companies, partnerships or to most types of trusts, nor should they apply to individuals who are resident outside the European Union. However, to the extent that any such requirement does apply, shareholders may be required to provide information regarding their tax status, identity and residency in order to satisfy the exchange of information requirements referred to above and will be deemed by their subscription for ordinary shares to have agreed to provide to the Company any information requested by it and to have authorised the automatic disclosure by us to the relevant tax authorities of any information held or provided to us.
 
178

Table of Contents
 Underwriting
We and the selling shareholders are offering the ordinary shares described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. are acting as joint book-running managers of this offering and J.P. Morgan Securities LLC is acting as representative of the underwriters. We and the selling shareholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling shareholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of ordinary shares listed next to its name in the following table:

Name	  	Number of shares	 	
J.P. Morgan Securities LLC	  				
Deutsche Bank Securities Inc.	  				
Evercore Group L.L.C.
Wells Fargo Securities, LLC
JMP Securities LLC
Wedbush Securities Inc.	  				
	  	 	 	 	
Total	  	 	12,500,000	  	
 	 	
The underwriters are committed to purchase all the ordinary shares offered by us and the selling shareholders if they purchase any ordinary shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or this offering may be terminated.
The underwriters propose to offer the ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. Any such dealers may resell ordinary shares to certain other brokers or dealers at a discount of up to $         per share from the initial public offering price. After the initial public offering of the ordinary shares, the offering price and other selling terms may be changed by the underwriters. Sales of ordinary shares made outside of the United States may be made by affiliates of the underwriters. The offering of the ordinary shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
The underwriters have an option to buy up to 1,875,000 additional ordinary shares from the selling shareholders to cover sales of ordinary shares by the underwriters that exceed the number of ordinary shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any ordinary shares are purchased with this over-allotment option, the underwriters will purchase ordinary shares in approximately the same proportion as shown in the table above. If any additional ordinary shares are purchased, the underwriters will offer the additional ordinary shares on the same terms as those on which the ordinary shares are being offered.
The underwriting fee is equal to the public offering price per share less the amount paid by the underwriters to us per share. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional ordinary shares.

   	  	Paid by us	 	  	Paid by the selling shareholders	 	
   	  	Without over-
allotment exercise	 	  	With full over-
allotment exercise	 	  	Without over-
allotment exercise	 	  	With full over-
allotment exercise	 	
Per share	  	$	                        	  	  	$	                        	  	  	$	                        	  	  	$	                        	  	
Total	  	$	 	  	  	$	 	  	  	$	 	  	  	$	 	  	
 
179

Table of Contents
The expenses of this offering, not including the underwriting discounts and commissions, are estimated at $2.96 million and are payable by us. We have agreed with the underwriters to pay all expenses and application fees (including the legal fees of counsel for the underwriters) incurred and invoiced in connection with any filing with, and clearance of this offering by, the Financial Industry Regulatory Authority, Inc., or FINRA, in an aggregate amount not to exceed $100,000. The underwriters have agreed to reimburse us for certain out-of-pocket expenses incurred in connection with this offering.
A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The underwriters may agree to allocate a number of ordinary shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.
We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any ordinary shares or securities convertible into or exchangeable or exercisable for any ordinary shares, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC, other than (A) the ordinary shares to be sold pursuant to this prospectus, (B) any of our ordinary shares issued upon the conversion of our outstanding convertible preferred shares into ordinary shares in connection with this offering or the exercise of options granted under company share plans or warrants described as outstanding in this prospectus, (C) any options and other awards granted under company share plans as described in this prospectus, provided that we will cause each recipient of any such grant to execute and deliver to J.P. Morgan Securities LLC a lock-up agreement substantially in the form described in the next paragraph prior to such grants if such recipient has not already delivered one, (D) our filing of any registration statement on Form S-8 or a successor form thereto and (E) any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, strategic alliance, partnership, equipment leasing arrangement or intellectual property license agreement or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of our ordinary shares or securities convertible into or exercisable for our ordinary shares issued pursuant to this clause (E) may not exceed 5.0% of the total number of our ordinary shares issued and outstanding immediately following the closing of this offering and (y) the recipient of any such ordinary shares and securities issued pursuant to this clause (E) during the 180-day restricted period described above must execute and deliver to J.P. Morgan Securities LLC a lock-up agreement substantially in the form described in the next paragraph prior to such issuance.
Our directors and executive officers and substantially all of our existing shareholders and optionholders, including the selling shareholders, have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares (including, without limitation, ordinary shares or such other securities which may be deemed to be beneficially owned by such
 
180

Table of Contents
directors, executive officers, shareholders, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of an option or warrant), or publicly disclose the intention to make any such offer, sale, pledge or disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any ordinary shares or any security convertible into or exercisable or exchangeable for our ordinary shares, in each case, other than:
(a) transactions relating to ordinary shares or other securities acquired in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of ordinary shares or other securities acquired in such open market transactions (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above);
(b) the offering shares to be sold, if any, by the locked-up person or entity pursuant to the underwriting agreement;
(c) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares to any immediate family member, or to a trust formed for the benefit of an immediate family member, in a transaction not involving a disposition for value;
(d) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares to a trust or other entity formed for estate planning purposes in which the locked-up person or entity is a beneficiary;
(e) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares as a bona fide gift;
(f) if the locked-up person or entity is a corporation, partnership or other business entity, the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares to another corporation, partnership or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act) of such locked-up entity, or that otherwise controls, is controlled by or is under common control with such locked-up entity;
(g) if the locked-up person or entity is a corporation, partnership or other business entity, the distribution of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares to members, limited partners, stockholders or other equity holders of such locked-up entity in a transaction not involving a disposition for value;
(h) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares that occurs by operation of law, such as pursuant to a qualified domestic order or divorce decree;
(i) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares that occurs by will or intestacy;
(j) (x) any vesting event of our securities or any exercise of options or warrants to purchase our ordinary shares, provided that the underlying ordinary shares remain subject to a lock-up agreement or (y) any transfer of our securities to cover tax withholding obligations in connection with the vesting or exercise of any options, warrants, restricted stock or similar rights, provided that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote describing the purpose of the transaction;
 
181

Table of Contents
(k) the conversion of our outstanding convertible preferred shares into ordinary shares in connection with this offering, provided that such ordinary shares remain subject to the terms of a lock-up agreement;
(l) the transfer of ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares to us in exercise of our right to repurchase or reacquire securities from the locked-up person or entity pursuant to agreements entered into with us that permit us to repurchase or reacquire such securities upon the termination of such individual’s employment with us, and in the case of Professor Yoram Palti, pursuant to the Letter Agreement described under “Certain relationships and related-party transactions”;
(m) in response to a bona fide third-party tender offer, merger, amalgamation or consolidation made to all holders of ordinary shares or any other acquisition transaction whereby all of the ordinary shares are acquired by a third party, provided that if such tender offer, merger, amalgamation, consolidation or other acquisition transaction is not completed, any ordinary shares or any security convertible into or exercisable or exchangeable for ordinary shares subject to the lock-up agreement shall remain subject to the restrictions contained in the lock-up agreement;
(n) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ordinary shares, provided that such plan does not provide for the transfer of ordinary shares during the 180-day period referred to above and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made; or
(o) in the case of certain shareholders, the transfer of ordinary shares purchased in connection with this offering;
provided that in the case of any transfer or distribution pursuant to clauses (c) through (i) and (m) above, each transferee, donee, trustee or distributee shall sign and deliver to J.P. Morgan Securities LLC a lock-up agreement and in the case of any transfer or distribution pursuant to clauses (c) through (h) and (j) above, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of ordinary shares, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). For purposes of the lock-up agreements, “immediate family” means the spouse, domestic partner, any lineal descendent, father, mother, brother or sister of the locked-up individual.
We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
We have applied to list our ordinary shares for listing on the NASDAQ Global Select Market under the symbol “NVCR.”
In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of the ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of the ordinary shares, which involves the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in this offering, and purchasing ordinary shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing ordinary shares in the open market. In making this determination, the underwriters will consider, among other things, the price of ordinary shares available for purchase in the open market compared to the price at which the underwriters may purchase ordinary shares through the over-
 
182

Table of Contents
allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase ordinary shares in the open market to cover the position.
The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ordinary shares, including the imposition of penalty bids. This means that if J.P. Morgan Securities LLC purchases ordinary shares in the open market in stabilizing transactions or to cover short sales, the representative can require the underwriters that sold those ordinary shares as part of this offering to repay the underwriting discount received by them.
These activities may have the effect of raising or maintaining the market price of the ordinary shares or preventing or retarding a decline in the market price of the ordinary shares, and, as a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on NASDAQ, in the over-the-counter market or otherwise.
Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined by negotiations between us and J.P. Morgan Securities LLC. In determining the initial public offering price, we and J.P. Morgan Securities LLC expect to consider a number of factors, including:
 
•	 	the information set forth in this prospectus and otherwise available to J.P. Morgan Securities LLC;	
 
•	 	our prospects and the history and prospects for the industry in which we compete;	
 
•	 	an assessment of our management;	
 
•	 	our prospects for future earnings;	
 
•	 	the general condition of the securities markets at the time of this offering;	
 
•	 	the recent market prices of, and demand for, publicly traded ordinary shares of generally comparable companies; and	
 
•	 	other factors deemed relevant by the underwriters and us.	
Neither we, the selling shareholders nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the ordinary shares will trade in the public market at or above the initial public offering price.
The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account or the account of customers, and hold on behalf of themselves or their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us, and may do so
 
183

Table of Contents
in the future. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Perella Weinberg Partners, or Perella Weinberg, a FINRA member, is acting as our independent financial advisor in connection with the offering. We have agreed with Perella Weinberg to pay certain fees upon the successful completion of this offering, to reimburse certain expenses incurred in connection with the engagement and, in our sole discretion, to pay an additional incentive fee in connection with this offering. Perella Weinberg is not acting as an underwriter and will not sell or offer to sell any securities and will not identify, solicit or engage directly with potential investors. In addition, Perella Weinberg will not underwrite or purchase any of the offered securities or otherwise participate in any such undertaking.
J. P. Morgan Securities LLC’s address is 383 Madison Avenue, New York, New York 10179. Deutsche Bank Securities Inc.’s address is 60 Wall Street, New York, New York 10005. Evercore Group L.L.C.’s address is 55 East 52nd Street, New York, New York 10055.
Selling restrictions
General
Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).
Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
European Economic Area
In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of ordinary shares may be made to the public in that Relevant Member State other than:
 
•	 	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
184

Table of Contents

•	 	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative; or	
 
•	 	in any other circumstances falling within Article 3(2) of the Prospectus Directive,	
provided that no such offer of ordinary shares shall require the Company or the representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
Each person in a Relevant Member State who initially acquires any ordinary shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any ordinary shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representative has been obtained to each such proposed offer or resale.
The Company, the representative and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This prospectus has been prepared on the basis that any offer of ordinary shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ordinary shares. Accordingly any person making or intending to make an offer in that Relevant Member State of ordinary shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of ordinary shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.
For the purpose of the above provisions, the expression “an offer to the public” in relation to any ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Australia
This prospectus:
 
•	 	does not constitute a disclosure document under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);	
 
185

Table of Contents

•	 	has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act; and	
 
•	 	may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.	
The ordinary shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ordinary shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ordinary shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ordinary shares, you represent and warrant to us that you are an Exempt Investor.
As any offer of ordinary shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ordinary shares you undertake to us that you will not, for a period of 12 months from the date of issue of the ordinary shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.
Bermuda
Ordinary shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.
British Virgin Islands
The ordinary shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The ordinary shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands),“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.
This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the ordinary shares for the purposes of the Securities and Investment Business Act, 2010 (“SIBA”) or the Public Issuers Code of the British Virgin Islands.
The ordinary shares may be offered to persons located in the British Virgin Islands who are “qualified investors” for the purposes of SIBA. Qualified investors include (i) certain entities which are regulated by the Financial Services Commission in the British Virgin Islands, including banks, insurance companies, licensees under SIBA and public, professional and private mutual funds; (ii) a company, any securities of which are listed on a recognised exchange; and (iii) persons defined as “professional investors” under SIBA, which is any person (a) whose ordinary business involves, whether for that person’s own account or the account of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property of the
 
186

Table of Contents
Company; or (b) who has signed a declaration that he, whether individually or jointly with his spouse, has net worth in excess of US$1,000,000 and that he consents to being treated as a professional investor.
Canada
The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106  Prospectus Exemptions  or subsection 73.3(1) of the  Securities Act  (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105  Underwriting Conflicts  (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
China
This prospectus does not constitute a public offer of ordinary shares, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The ordinary shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.
Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the ordinary shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.
Dubai International Financial Centre (“DIFC”)
This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this document nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.
In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.
 
187

Table of Contents
Hong Kong
The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ordinary shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
This document is being distributed only to, directed only at, and in relation to products that are only to be sold to people and/or entities meeting the “professional investor” requirements under the SFO.
Japan
The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Act. Accordingly, the ordinary shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.
Korea
The ordinary shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the ordinary shares have been and will be offered in Korea as a private placement under the FSCMA. None of the ordinary shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). The ordinary shares have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the ordinary shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the ordinary shares. By the purchase of the ordinary shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the ordinary shares pursuant to the applicable laws and regulations of Korea.
Malaysia
No prospectus or other offering material or document in connection with the offer and sale of the ordinary shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made
 
188

Table of Contents
the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the ordinary shares, as principal, if the offer is on terms that the ordinary shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the ordinary shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.
Saudi Arabia
This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
 
189

Table of Contents
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ordinary shares pursuant to an offer made under Section 275 of the SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law;
(d) as specified in Section 276(7) of the SFA; or
(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
South Africa
Due to restrictions under the securities laws of South Africa, the ordinary shares are not offered, and this offering shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:
(i) the offer, transfer, sale, renunciation or delivery is to duly registered banks, mutual banks, financial services provider, financial institution, the Public Investment Corporation (in each case registered as such in South Africa), a person who deals with securities in their ordinary course of business, or a wholly owned subsidiary of a bank, mutual bank, authorised services provider or financial institution, acting as agent in the capacity of an authorised portfolio manager for a pension fund (duly registered in South Africa), or as manager for a collective investment scheme(registered in South Africa); or
(ii) the contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than R1,000,000.
This document does not, nor is it intended to, constitute an “offer to the public” (as that term is defined in the South African Companies Act, 2008 (the “SA Companies Act”) and does not, nor is it intended to, constitute a prospectus prepared and registered under the SA Companies Act. This document is not an “offer to the public” and must not be acted on or relied on by persons who do not fall within Section 96(1)(a) of the SA Companies Act (such persons being referred to as “relevant persons”). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
A South African resident person or company or any non-South African company which is a subsidiary of a South African company is not permitted to acquire the ordinary shares unless such person has obtained exchange control approval to do so.
Switzerland
The ordinary shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the
 
190

Table of Contents
disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ordinary shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the Company, the ordinary shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ordinary shares will not be supervised by, the Swiss Financial Market Supervisory Authority (“FINMA”), and the offer of ordinary shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ordinary shares.
Taiwan
The ordinary shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the ordinary shares in Taiwan.
United Arab Emirates
The ordinary shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.
 
191

Table of Contents
 Legal matters
We are being represented by Proskauer Rose LLP with respect to certain legal matters as to U.S. federal securities and New York State law. The underwriters are being represented by Davis Polk & Wardwell LLP with respect to certain legal matters as to U.S. federal securities and New York State law. The validity of the ordinary shares in this offering and certain other legal matters as to Jersey law will be passed upon for us by Ogier, with offices located at 44 The Esplanade, St. Helier, Jersey JE4 9WG.
 Experts
Our consolidated financial statements as of December 31, 2013 and 2014 and for each of the years in the two-year period ended December 31, 2014 appearing in this prospectus and registration statement have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, with offices located at 3 Aminadav Street, Tel-Aviv 6706703, Israel, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 Where you can get more information
We have filed with the SEC a registration statement on Form S-1 (File No. 333-206681), including relevant exhibits and schedules under the Securities Act with respect to the ordinary shares offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. For further information about us and our ordinary shares, we refer you to the registration statement and the exhibits and schedules filed thereto.
On the consummation of this offering, we will be subject to the information requirements of the Securities Exchange Act of 1934 and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
 
192

Table of Contents
NovoCure Limited
 Index to  consolidated financial statements

 	  	Page	 	
		
Report of Independent Registered Public Accounting Firm	  	 	F-2	  	
		
Consolidated Balance Sheets as of December 31, 2013 and 2014 and June 30, 2015 (unaudited)	  	 	F-3	  	
		
Consolidated Statements of Operations for the years ended December  31, 2013 and 2014 and for the six months ended June 30, 2014 (unaudited) and 2015 (unaudited)	  	 	F-5	  	
		
Statements of Changes in Shareholders’ Equity for the years ended December  31, 2013 and 2014 and for the six months ended June 30, 2015 (unaudited)	  	 	F-6	  	
		
Consolidated Statements of Cash Flows for the years ended December  31, 2013 and 2014 and for the six months ended June 30, 2014 (unaudited) and 2015 (unaudited)	  	 	F-7	  	
		
Notes to Consolidated Financial Statements	  	 	F-9—F-31	  	
 
F-1

Table of Contents
 Report of independent registered public accounting firm
To the board of directors and shareholders of
NovoCure Limited
We have audited the accompanying consolidated balance sheets of NovoCure Limited and subsidiaries (the “Company”) as of December 31, 2013 and 2014, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and subsidiaries at December 31, 2013 and 2014 and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

Tel-Aviv, Israel	  	/s/ KOST FORER GABBAY & KASIERER	
June 24, 2015	  	A Member of Ernst & Young Global	
except for Notes 9, 13, 15, 18 as to which the date is September 21, 2015	  		
 
F-2

Table of Contents
NovoCure Limited and subsidiaries
 Consolidated balance sheets

   	  	December 31,	 	  	June 30,	 	
U.S. dollars in thousands	  	2013	 	  	2014	 	  	2015 (unaudited)	 	
				
Assets	  				  				  				
				
Current Assets:	  				  				  				
Cash and cash equivalents	  	$	175,894	  	  	$	57,613	  	  	$	106,508	  	
Short-term investments	  	 	—	  	  	 	44,999	  	  	 	56,996	  	
Restricted cash	  	 	1,178	  	  	 	61	  	  	 	94	  	
Receivables and prepaid expenses	  	 	4,519	  	  	 	5,711	  	  	 	8,737	  	
Inventories	  	 	1,892	  	  	 	3,446	  	  	 	8,593	  	
	  	 	 	 	
Total current assets	  	 	183,483	  	  	 	111,830	  	  	 	180,928	  	

Long-term Assets:	  				  				  				
Property and equipment, net	  	 	3,539	  	  	 	3,732	  	  	 	5,417	  	
Field equipment, net	  	 	1,637	  	  	 	2,017	  	  	 	3,535	  	
Severance pay fund	  	 	69	  	  	 	70	  	  	 	71	  	
Deferred IPO costs	  	 	—	  	  	 	—	  	  	 	794	  	
Other long-term assets	  	 	183	  	  	 	227	  	  	 	2,025	  	
	  	 	 	 	
Total long-term assets	  	 	5,428	  	  	 	6,046	  	  	 	11,842	  	
	  	 	 	 	
Total Assets	  	$	188,911	  	  	$	117,876	  	  	$	192,770	  	

The accompanying notes are an integral part of the consolidated financial statements.
 
F-3

Table of Contents
NovoCure Limited and subsidiaries
Consolidated balance sheets

   	 	December 31,	 	 	June 30,	 	 	Pro forma
shareholders’
equity as of
June 30,	 	
U.S. dollars in thousands, except share and per share data	 	2013	 	 	2014	 	 	2015 (unaudited)	 	 	2015 (unaudited)	 	
					
Liabilities And Shareholders’ Equity	 				 				 				 				
					
Current Liabilities:	 				 				 				 				
Trade payables	 	$	10,286	  	 	$	10,033	  	 	$	13,379	  	 				
Other payables and accrued expenses	 	 	5,312	  	 	 	7,636	  	 	 	8,872	  	 				
	 	 	 	 	 				
Total current liabilities	 	 	15,598	  	 	 	17,669	  	 	 	22,251	  	 				

Long-term Liabilities:	 				 				 				 				
Long-term loan, net of discount	 	 	—	  	 	 	—	  	 	 	24,539	  	 				
Accrued severance pay	 	 	203	  	 	 	246	  	 	 	254	  	 				
Other long-term liabilities	 	 	1,331	  	 	 	2,086	  	 	 	1,419	  	 				
Total long-term liabilities	 	 	1,534	  	 	 	2,332	  	 	 	26,212	  	 				
	 	 	 	 	 				
Total Liabilities	 	 	17,132	  	 	 	20,001	  	 	 	48,463	  	 				

Commitments and Contingencies	 				 				 				 				
					
Shareholders’ Equity:	 				 				 				 				
Share capital—	 				 				 				 				
    Ordinary shares—unlimited no par value shares authorized; Issued and outstanding: 11,891,421 shares, 13,431,414 shares and 12,430,419 shares at December 31, 2013, December 31, 2014, and June 30, 2015 (unaudited), respectively; 75,174,936 shares issued and outstanding pro forma (unaudited)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
    Preferred shares—unlimited no par value shares authorized; Issued and outstanding: 58,676,017 shares, 58,676,017 shares and 62,744,517 shares at December 31, 2013, December 31, 2014 and June 30, 2015 (unaudited), respectively; Aggregate liquidation preference of $454,277 at June 30, 2015 (unaudited); no shares issued and outstanding pro forma (unaudited)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Additional paid-in capital	 	 	367,597	  	 	 	374,375	  	 	 	473,437	  	 	 	473,437	  	
Accumulated deficit	 	 	(195,818	) 	 	 	(276,500	) 	 	 	(329,130	) 	 	 	(329,130	) 	
	 	 	 	 	
Total shareholders’ equity	 	 	171,779	  	 	 	97,875	  	 	 	144,307	  	 	 	144,307	  	
	 	 	 	 	
Total Liabilities and Shareholders’ Equity	 	$	188,911	  	 	$	117,876	  	 	$	192,770	  	 				
 	 	 				
The accompanying notes are an integral part of the consolidated financial statements.
 
F-4

Table of Contents
NovoCure Limited and subsidiaries
 Consolidated statements of operations

   	  	Year ended December 31,	 	 	Six months ended June 30,	 	
U.S. dollars in thousands, except share and per share
data	  	2013	 	 	2014	 	 	2014 (unaudited)	 	  	2015 (unaudited)	 	
					
Net revenues	  	$	10,359	  	 	$	15,490	  	 	$	7,315	  	  	$	11,751	  	
Cost of revenues	  	 	7,013	  	 	 	10,036	  	 	 	4,820	  	  	 	8,647	  	
	  	 	 	 	
Gross profit	  	 	3,346	  	 	 	5,454	  	 	 	2,495	  	  	 	3,104	  	

Operating costs and expenses:	  				 				 				  				
Research, development and clinical trials	  	 	34,797	  	 	 	40,381	  	 	 	19,915	  	  	 	22,692	  	
Sales and marketing	  	 	16,406	  	 	 	21,177	  	 	 	11,055	  	  	 	15,221	  	
General and administrative	  	 	16,602	  	 	 	24,052	  	 	 	10,767	  	  	 	14,343	  	
	  	 	 	 	
Total operating costs and expenses	  	 	67,805	  	 	 	85,610	  	 	 	41,737	  	  	 	52,256	  	
	  	 	 	 	
Operating loss	  	 	(64,459	) 	 	 	(80,156	) 	 	 	(39,242)	  	  	 	(49,152)	  	
Financial expenses, net	  	 	12,558	  	 	 	144	  	 	 	38	  	  	 	1,467	  	
	  	 	 	 	
Loss before income taxes	  	 	(77,017	) 	 	 	(80,300	) 	 	 	(39,280)	  	  	 	(50,619)	  	
Income taxes	  	 	353	  	 	 	382	  	 	 	166	  	  	 	2,011	  	
	  	 	 	 	
Net loss	  	$	(77,370	) 	 	$	(80,682	) 	 	$	(39,446)	  	  	$	(52,630)	  	
	  	 	 	 	
Basic and diluted net loss per ordinary share	  	$	(6.73	) 	 	$	(6.46	) 	 	$	(3.21)	  	  	$	(4.12)	  	
Weighted average number of ordinary shares used in computing basic and diluted net loss per share	  	 	11,498,392	  	 	 	12,490,017	  	 	 	12,269,507	  	  	 	12,783,881	  	
	  	 	 	 	
Basic and diluted pro forma net loss per ordinary share	  				 	$	(1.13	)  	 				  	$	(0.73)	  	
Weighted average number of ordinary shares used in computing basic and diluted pro forma net loss per ordinary share (unaudited)	  				 	 	71,166,032	  	 				  	 	72,137,939	  	

The accompanying notes are an integral part of the consolidated financial statements.
 
F-5

Table of Contents
NovoCure Limited and subsidiaries
 Statements of changes in shareholders’ equity

   	  	Ordinary
shares	 	 	Preferred
shares	 	  	Additional
paid-in capital	 	  	Accumulated
deficit	 	 	Total
shareholders’
equity	 	
U.S. dollars in thousands, except share data	  	Shares	 	 	Shares	 	  			  			 			
Balance as of January 1, 2013	  	 	11,419,786	  	 	 	45,315,765	  	  	$	167,873	  	  	$	(118,448	) 	 	$	49,425	  	
Share-based compensation to employees	  	 	—	  	 	 	—	  	  	 	5,120	  	  	 	—	  	 	 	5,120	  	
Issuance of Series I Preferred shares, net (a)	  	 	—	  	 	 	13,360,252	  	  	 	191,738	  	  	 	—	  	 	 	191,738	  	
Issuance of warrants, net (b)	  	 	—	  	 	 	—	  	  	 	2,864	  	  	 	—	  	 	 	2,864	  	
Exercise of options	  	 	471,635	  	 	 	—	  	  	 	2	  	  	 	—	  	 	 	2	  	
Net loss	  	 	—	  	 	 	—	  	  	 	—	  	  	 	(77,370	) 	 	 	(77,370	) 	
	  	 	 	 	
Balance as of December 31, 2013	  	 	11,891,421	  	 	 	58,676,017	  	  	 	367,597	  	  	 	(195,818	) 	 	 	171,779	  	
Share-based compensation to employees	  	 	—	  	 	 	—	  	  	 	4,624	  	  	 	—	  	 	 	4,624	  	
Exercise of options and warrants	  	 	1,539,993	  	 	 	—	  	  	 	2,154	  	  	 	—	  	 	 	2,154	  	
Net loss	  	 	—	  	 	 	—	  	  	 	—	  	  	 	(80,682	) 	 	 	(80,682	) 	
	  	 	 	 	
Balance as of December 31, 2014	  	 	13,431,414	  	 	 	58,676,017	  	  	 	374,375	  	  	 	(276,500	) 	 	 	97,875	  	
Share-based compensation to employees	  	 	—	  	 	 	—	  	  	 	4,444	  	  	 	—	  	 	 	4,444	  	
Exercise of options and warrants	  	 	4,215	  	 	 	—	  	  	 	19	  	  	 	—	  	 	 	19	  	
Issuance of Series J preferred shares, net (c)	  	 	—	  	 	 	4,068,500	  	  	 	94,599	  	  	 	—	  	 	 	94,599	  	
Issuance of shares and options in respect of settlement, net of fair value of shares provided as indemnification (Note 13c)	  	 	(1,005,210	) 	 	 	—	  	  	 	—	  	  	 	—	  	 	 	—	  	
Net loss	  	 	—	  	 	 	—	  	  	 	—	  	  	 	(52,630	) 	 	 	(52,630	) 	
	  	 	 	 	
Balance as of June 30, 2015 (unaudited)	  	 	12,430,419	  	 	 	62,744,517	  	  	$	473,437	  	  	$	(329,130	) 	 	$	144,307	  	

(a)	 	Net of issuance expenses of $2,440	
 
(b)	 	Net of issuance expenses of $115	
 
(c)	 	Net of issuance expenses of $319	
The accompanying notes are an integral part of the consolidated financial statements.
 
F-6

Table of Contents
NovoCure Limited and subsidiaries
 Consolidated statements of cash flows

   	  	Year ended December 31,	 	    	Six months ended June 30,	 	
U.S. dollars in thousands	  	2013	 	 	2014	 	    	2014 (unaudited)	 	  	2015 (unaudited)	 	
					
Cash flows from operating activities:	  				 				    				  				
Net loss	  	$	(77,370	) 	 	$	(80,682	) 	    	$	(39,446)	  	  	$	(52,630)	  	
					
Adjustments to reconcile net loss to net cash used in operating activities:	  				 				    				  				
Depreciation	  	 	1,216	  	 	 	1,962	  	    	 	954	  	  	 	1,112	  	
Asset write-downs and impairment	  	 	19	  	 	 	23	  	    	 	18	  	  	 	42	  	
Accrued interest expense	  	 	6,070	  	 	 	—	  	    	 	2	  	  	 	719	  	
Share-based compensation to employees	  	 	5,120	  	 	 	4,624	  	    	 	2,149	  	  	 	4,444	  	
Amortization of discount (premium)	  	 	5,432	  	 	 	(19	) 	    	 	(10)	  	  	 	143	  	
Decrease (increase) in receivables and prepaid expenses	  	 	(3,611	) 	 	 	(1,192	) 	    	 	494	  	  	 	(3,026)	  	
Decrease (increase) in inventories	  	 	1,479	  	 	 	(1,554	) 	    	 	(1,005)	  	  	 	(5,147)	  	
Decrease (increase) in other long-term assets	  	 	(44	) 	 	 	(44	) 	    	 	3	  	  	 	(171)	  	
Increase (decrease) in trade payables	  	 	5,695	  	 	 	(492	) 	    	 	(833)	  	  	 	3,085	  	
Increase (decrease) in other payables and accrued expenses	  	 	2,955	  	 	 	2,324	  	    	 	(1,040)	  	  	 	518	  	
Increase in severance pay, net	  	 	20	  	 	 	42	  	    	 	63	  	  	 	7	  	
Increase (decrease) in other long-term liabilities	  	 	302	  	 	 	764	  	    	 	22	  	  	 	(753)	  	
	  	 	 	 	
Net cash used in operating activities	  	$	(52,717	) 	 	$	(74,244	) 	    	$	(38,629)	  	  	$	(51,657)	  	

Cash flows from investing activities:	  				 				    				  				
Purchase of property and equipment	  	 	(2,201	) 	 	 	(849	) 	    	 	(285)	  	  	 	(2,417)	  	
Purchase of field equipment	  	 	(1,426	) 	 	 	(1,470	) 	    	 	(766)	  	  	 	(2,180)	  	
Decrease (increase) in restricted cash	  	 	(1,019	) 	 	 	1,117	  	    	 	1,034	  	  	 	(33)	  	
Proceeds from maturity of short-term investments	  	 	15,048	  	 	 	93,000	  	    	 	—    	  	  	 	47,000	  	
Purchase of short-term investments	  	 	—	  	 	 	(137,980	) 	    	 	(68,984)	  	  	 	(58,992)	  	
	  	 	 	 	
Net cash provided by (used in) investing activities	  	$	10,402	  	 	$	(46,182	) 	    	$	(69,001)	  	  	$	(16,662)	  	

The accompanying notes are an integral part of the consolidated financial statements.
 
F-7

Table of Contents
NovoCure Limited and subsidiaries
Consolidated statements of operations

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
U.S. dollars in thousands, except share and per share
data	  	2013	 	 	2014	 	  	2014 (unaudited)	 	 	2015 (unaudited)	 	
					
Cash flows from financing activities:	  				 				  				 				
Proceeds from issuance of Preferred shares, net	  	$	191,738	  	 	$	—	  	  	$	—	  	 	$	94,599	  	
Proceeds from long-term loan, net	  	 	49,432	  	 	 	—	  	  	 	—	  	 	 	22,886	  	
Repayment of long-term loan	  	 	(58,047	) 	 	 	—	  	  	 	—	  	 	 	—	  	
Proceeds from issuance of other long-term loans	  	 	193	  	 	 	54	  	  	 	54	  	 	 	—	  	
Deferred IPO costs	  	 	—	  	 	 	—	  	  	 	—	  	 	 	(294	) 	
Repayment of other long-term loan	  	 	—	  	 	 	(63	) 	  	 	(31	) 	 	 	(31	) 	
Exercise of options and warrants	  	 	2	  	 	 	2,154	  	  	 	1	  	 	 	19	  	
Purchase of shares	  	 	—	  	 	 	—	  	  	 	—	  	 	 	(5	) 	
	  	 	 	 	
Net cash provided by financing activities	  	$	183,318	  	 	$	2,145	  	  	$	24	  	 	$	117,174	  	
	  	 	 	 	
Increase (decrease) in cash and cash equivalents	  	 	141,003	  	 	 	(118,281	) 	  	 	(107,606	) 	 	 	48,895	  	
Cash and cash equivalents at the beginning of the period	  	 	34,891	  	 	 	175,894	  	  	 	175,894	  	 	 	57,613	  	
	  	 	 	 	
Cash and cash equivalents at the end of the period	  	$	175,894	  	 	$	57,613	  	  	$	68,288	  	 	$	106,508	  	

Supplemental cash flow activities:	  				 				  				 				
					
Cash paid during the period for:	  				 				  				 				
Income taxes	  	$	689	  	 	$	282	  	  	$	107	  	 	$	266	  	
	  	 	 	 	
Interest	  	$	7,131	  	 	$	25	  	  	$	13	  	 	$	428	  	

Non-cash investing and financing activities:	  				 				  				 				
Purchase of property and equipment	  	$	585	  	 	$	239	  	  	$	—	  	 	$	—	  	
	  	 	 	 	
Deferred IPO costs	  	$	—	  	 	$	—	  	  	$	—	  	 	$	500	  	

The accompanying notes are an integral part of the consolidated financial statements.
 
F-8

Table of Contents
NovoCure Limited and subsidiaries
 Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 1: General
a. NovoCure Limited (including its consolidated subsidiaries, “the Company”) was incorporated in Jersey (Channel Islands) and is principally engaged in the development, manufacture and commercialization of tumor treating fields (“TTFields”) for the treatment of solid tumors. Since inception, the Company has devoted substantially all of its efforts to developing a family of products to deliver TTFields for a variety of solid tumor indications, raising capital and recruiting personnel. The Company commenced selling and marketing activities in the United States at the end of 2011, and began commercial launch in Europe during 2014.
b. NovoCure Limited wholly owns the following subsidiaries: Novocure Luxembourg Sarl (“Novocure Luxembourg”), Novocure Inc. (“Inc.”) (the U.S. subsidiary of NovoCure Limited) and Novocure (Israel) Ltd. (“Ltd.”). Inc. wholly owns Novocure (USA) LLC. Novocure Luxembourg wholly owns Novocure GmbH, NovoCure Limited’s Swiss subsidiary (“Novocure Switzerland”) and Novocure GmbH, the German subsidiary of NovoCure Limited (“Novocure Germany”). Novocure Switzerland wholly owns Novocure KK, the Japanese subsidiary.
The Company’s research and development activity is conducted in Ltd. and clinical trials are conducted on behalf of the Company mainly by Ltd., Novocure Switzerland and Inc. Novocure KK will conduct clinical trials and market TTFields in Japan. Novocure Switzerland manages the global supply chain operations for the Company, manages clinical trials conducted outside the United States and overseas marketing of TTFields in Europe. Novocure Germany supports and markets TTFields in Germany.
c. In September 2015, the Company’s shareholders approved the restructuring of the Company’s share capital by converting the Company’s Ordinary and Preferred shares to no par value shares and by effecting a sub division of the issued and outstanding share capital of the Company based on a proportion of 1 :5.913 (“Share Split Ratio”), such that each Ordinary and Preferred share nominal value of £0.01 of the Company, shall be divided into 5.913 shares of such applicable class of shares of the Company each with no par value. It was also resolved to apply the Split Ratio to the Company’s outstanding options and warrants, in accordance with their terms. All share information included in these consolidated financial statements has been retroactively adjusted to reflect the conversion and the Share Split Ratio.
Note 2: Significant accounting policies
The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”).
a. Use of estimates:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, tax liabilities, useful-life of field equipment and share-based compensation costs. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
F-9

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
b. Financial statements in U.S. dollars:
The accompanying financial statements have been prepared in U.S. dollars in thousands.
The Company finances its operations in U.S. dollars and a substantial portion of its costs and revenues from its primary markets is incurred in U.S. dollars. As such, the Company’s management believes that the dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar.
Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification No. 830-10, “Foreign Currency Matters.” All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate.
c. Principles of consolidation:
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, have been eliminated upon consolidation.
d. Unaudited interim financial information:
The accompanying consolidated balance sheet as of June 30, 2015, the consolidated statements of operations and cash flows for the six months ended June 30, 2014 and 2015, and the statement of changes in shareholders’ equity for the six months ended June 30, 2015 are unaudited. The unaudited interim financial information has been prepared by the Company on the same basis as the audited annual consolidated financial statements and, in management’s opinion, reflects all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of June 30, 2015 and results of operations and cash flows for the six months ended June 30, 2014 and 2015. The financial data and the other information disclosed in these notes to the consolidated financial statements related to the six-month period ended June 30, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015 or any other interim period or for any other future year.
e. Unaudited pro forma shareholders’ equity:
The Company’s board of directors has authorized the filing of a Registration Statement with the U.S. Securities and Exchange Commission to register certain of the Company’s ordinary shares in connection with the Company’s planned initial public offering (“IPO”). Upon the closing of the IPO, all of the authorized, issued and outstanding preferred shares will be automatically converted into ordinary shares in accordance with the Company’s articles of association in effect prior to the IPO. See Note 13a below. Unaudited pro forma shareholders’ equity as of June 30, 2015 gives effect to the assumed conversion of the preferred shares as described above.
f. Cash equivalents:
Cash equivalents are short-term, highly liquid investments that are readily convertible into cash with an original maturity of three months or less at the date acquired.
 
F-10

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
g. Short-term investments and restricted cash:
1. Short-term investments:
The Company accounts for investments in debt securities in accordance with ASC 320, “Investments-Debt and Equity Securities.” Management determines the appropriate classification of its investments in marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. For the year ended December 31, 2014, all securities are classified as held-to-maturity since the Company has the intent and ability to hold the securities to maturity and, accordingly, debt securities are stated at amortized cost.
The amortized cost of held-to-maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity and any other than temporary impairment losses. Such amortization and interest are included in the consolidated statement of operations as financial income or expenses, as appropriate.
For the year ended December 31, 2014 and the six-month period ended June 30, 2015 (unaudited), no other than temporary impairment losses have been identified.
2. The Company has restricted cash as of December 31, 2013 of $1,178 related to share capital increase requirements in Novocure Switzerland in accordance with Swiss law, and as of December 31, 2014 of $61 used as security to cover bank guarantees in respect of use of Company credit cards in the Swiss operations.
h. Inventories:
Inventories are stated at the lower of cost or market. Cost is determined using the weighted average method. The Company regularly evaluates the ability to realize the value of inventory. If actual demand for the Company’s delivery systems deteriorates, or market conditions are less favorable than those projected, inventory write-offs may be required.
There were no inventory write-offs for the years ended December 31, 2013 and 2014 and for the six-month periods ended June 30, 2014 and 2015 (unaudited).
i. Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates:

   	  	%	
Computers and laboratory equipment	  	15 - 33	
Office furniture	  	6 - 33	
Leasehold improvements	  	Over the shorter of the term of the lease or its useful life	
 	
j. Field equipment under operating leases:
Field equipment is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the field equipment which was determined to be two years. Field equipment consists of equipment being utilized under rental agreements accounted for in accordance with ASC
 
F-11

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
840 on a monthly basis as an operating lease, as well as “service pool” equipment. Service pool equipment is equipment owned and maintained by the Company that is swapped for equipment that needs repairs or maintenance by the Company while being rented by a patient. The Company records a provision for any excess, lost or damaged equipment when warranted based on an assessment of the equipment. Write-downs for equipment are included in cost of revenues. During the years ended December 31, 2013 and 2014, $19 and $12, respectively and the six-month periods ended June 30, 2014 and 2015 (unaudited) $9 and $32, respectively, write-downs had been identified.
k. Impairment of long-lived assets:
The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the years ended December 31, 2013 and 2014 and the six-month periods ended June 30, 2014 and 2015 (unaudited), no impairment losses have been identified.
l. Long-term lease deposits:
Long-term lease deposits in respect of office rent and vehicles under operating leases are presented in other long-term assets.
m. Revenue recognition:
The TTFields delivery system (“System”) for GBM, Optune, is comprised of two main components: (1) an Electric Field Generator (the “device”) and (2) Transducer Arrays and related accessories that are disposable supplies to the device (“disposables”). Title is retained by the Company for the device and the patient is provided replacement disposables for the device during the rental period. The device and disposables are always supplied and functioning together and are not sold on a standalone basis.
Revenues are recognized when persuasive evidence of an arrangement exists, delivery of the system has occurred, the price is fixed or determinable and collectability is reasonably assured. The evidence of an arrangement generally consists of a prescription, a patient service agreement and the verification of eligibility and insurance with the patient’s third-party insurance company (“payer”). The Company generally bills third-party payers a monthly fee for use of the System by patients. As such, the Company takes assignment of benefits and risk of collection from the third-party payer. Patients have out-of-pocket costs for the amount not covered by their payer and the Company bills the patient directly for the amounts of their co-pays and deductible, subject to the Company’s patient assistance programs.
For the reported periods, all revenues are recognized when cash is collected assuming that all other revenue recognition criteria have been met, as the price is not fixed or determinable and the collectability cannot be reasonably assured. The price is not fixed or determinable since the Company does not have sufficient history with payers to reliably estimate their individual payment patterns and as such cannot reliably estimate the
 
F-12

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
amount that would be ultimately collected. Once sufficient history is established and the Company can reliably estimate the amounts that would be ultimately collected per payer/payer group and the above criteria are met, the Company will recognize revenues from the use of the System on an accrual basis ratably over the lease term.
Revenues are presented net of indirect taxes, which include excise tax of $584 and $1,010 for the years ended December 31, 2013 and 2014, respectively and $507 and $998 for the six months ended June 30, 2014 and 2015 (unaudited), respectively and sales tax of $300 and $257 for the years ended December 31, 2013 and 2014, and $69 and $257 for the six months ended June 30, 2014 and 2015 (unaudited), respectively.
n. Research, development and clinical trials:
Research, development and clinical trials, including direct and allocated expenses are expensed as incurred.
o. Shipping and handling costs:
The Company does not bill its customers for shipping and handling costs associated with shipping its delivery systems to its customers. These shipping and handling costs of $431 and $553 for the years ended December 31, 2013 and 2014, respectively, and $258 and $532 for the six-month period ended June 30, 2014 and 2015 (unaudited), respectively, are included in selling and marketing costs.
p. Accounting for share-based payments:
The Company accounts for share-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the company’s consolidated statements of operations.
The Company recognizes compensation costs net of a forfeiture rate only for those shares expected to vest using the accelerated method over the requisite service period of the award, which is generally the option vesting term of four years. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The option-pricing model requires a number of assumptions, of which the most significant are the share price expected, expected volatility and the expected option term.
The fair value of ordinary shares underlying the options has historically been determined by management and the board of directors. Because there has been no public market for the Company’s ordinary shares, the board of directors has determined fair value of an ordinary share at the time of grant of the option by considering a number of objective and subjective factors including operating and financial performance, the lack of liquidity of share capital, general and industry specific economic outlook and valuations performed amongst other factors. The fair value of the underlying ordinary shares will be determined by the board of directors until such time as the Company’s ordinary shares are listed on an established share exchange or national market system. The Company’s board of directors determined the fair value of ordinary shares for the reported periods, among
 
F-13

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
other factors, based on valuations performed using the hybrid method, which is the hybrid between the probability weighted expected return method (PWERM) and the option pricing method, as the Company began to consider initial public offering (IPO) activities commencing in January 2012.
The computation of expected volatility is based on actual historical share price volatility of comparable companies. Expected term of options granted is calculated using the average between the vesting period and the contractual term to the expected term of the options in effect at the time of grant. The Company has historically not paid dividends and has no foreseeable plans to pay dividends and, therefore, uses an expected dividend yield of zero in the option pricing model. The risk-free interest rate is based on the yield of U.S. treasury bonds with equivalent terms.
q. Fair value of financial instruments:
The carrying amounts of cash and cash equivalents, short-term investments, restricted cash, receivables and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Based upon the borrowing terms and conditions currently available to the Company, the carrying values of the long-term loans approximate fair value.
r. Basic and diluted net loss per share:
The Company applies the two class method as required by ASC 260-10, “Earnings Per Share.” ASC 260-10 requires the income or loss per share for each class of shares (ordinary and preferred shares) to be calculated assuming 100% of the Company’s earnings are distributed as dividends to each class of shares based on their contractual rights. No dividends were declared or paid during the reported periods.
According to the provisions of ASC 260-10, the Company’s preferred shares are not participating securities in losses and, therefore, are not included in the computation of net loss per share.
Basic and diluted net loss per share is computed based on the weighted average number of ordinary shares outstanding during each year. Diluted loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus dilutive potential shares considered outstanding during the period, in accordance with ASC 260-10. Basic and diluted net loss per ordinary share was the same for each period presented as the inclusion of all potential ordinary shares (all preferred shares, options and warrants) outstanding was anti-dilutive.
Basic and diluted pro forma net loss per share (unaudited), as presented in the statements of operations has been calculated as described above and also gives effect to the automatic conversion of all series of preferred shares that will occur upon closing of the IPO.
s. Income taxes:
The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes.” ASC 740-10 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to
 
F-14

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed.
ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. ASC 740 also provides guidance on measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
t. Concentration of risks:
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and short-term investments.
Cash and cash equivalents and restricted cash are invested in major banks or financial institutions in Jersey (Channel Islands), the United States, Israel, Luxemburg, Switzerland, Japan and Germany. Such investments may be in excess of insured limits and are not insured in other jurisdictions. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk.
The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
In 2014, two payers represented $2,372 and $2,014 or 15% and 12% of net revenues, respectively. In 2013, the same two payers represented $2,056 and $1,160 or 18% and 10% of net revenues, respectively.
u. Retirement plans and severance pay:
The Company has a 401(k) retirement savings plan for its U.S. employees. Each eligible employee may elect to contribute a portion of the employee’s compensation to the plan. The Company does not make any matching contributions to the plan.
The Company has an occupational benefit plan with a private pension fund for its Swiss employees, whereby the employee and the Company contribute to the pension fund.
The pension expense for the years ended December 31, 2013 and 2014 was $70 and $205, respectively.
The majority of the Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, Ltd.’s employees covered by this section are entitled to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s consolidated balance sheet.
With regard to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to Israeli Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for through monthly deposits to the employees’ pension and management
 
F-15

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 2: Significant accounting policies (cont.)
 
insurance policies and an accrual. The value of these deposits is recorded as an asset on the Company’s consolidated balance sheet.
The carrying value of the deposited funds is based on the cash surrender value and includes profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law. Severance pay expense for the years ended December 31, 2013 and 2014 amounted to $288 and $307, respectively.
v. Contingent liabilities:
The Company accounts for its contingent liabilities in accordance with ASC 450, “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2013 and 2014, the Company was not a party to any ligation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
Note 3: Short-term investments
The Company invests in marketable US 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 and their estimated fair value as of December 31, 2014 was $44,999. As of June 30, 2015 (unaudited), the amortized cost of the T-bills was $56,996 while the estimated fair value was $56,999.
Note 4: Receivables and prepaid expenses

   	  	December 31,	 	  	June 30,	 	
   	  	2013	 	  	2014	 	  	2015 (unaudited)	 	
Government authorities	  	$	732	  	  	$	501	  	  	$	1,123	  	
Prepaid expenses	  	 	638	  	  	 	853	  	  	 	886	  	
Advances and receivables from suppliers	  	 	2,941	  	  	 	4,262	  	  	 	6,565	  	
Others	  	 	208	  	  	 	95	  	  	 	163	  	
	  	 	 	 	  	 	 	 	
	  	$	4,519	  	  	$	5,711	  	  	$	8,737	  	
 	 	  	 	 	 	
Note 5: Inventories

   	  	December 31,	 	  	June 30,	 	
   	  	2013	 	  	2014	 	  	2015 (unaudited)	 	
Raw materials	  	$	237	  	  	$	526	  	  	$	835	  	
Work in process	  	 	513	  	  	 	1,280	  	  	 	3,043	  	
Finished goods	  	 	1,142	  	  	 	1,640	  	  	 	4,715	  	
	  	 	 	 	
	  	$	1,892	  	  	$	3,446	  	  	$	8,593	  	

F-16

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
 
Note 6: Property and equipment, net

   	  	December 31,	 	
   	  	2013	 	 	2014	 	
			
Cost:	  				 				
Computers and laboratory equipment	  	$	3,166	  	 	$	3,745	  	
Office furniture	  	 	889	  	 	 	995	  	
Leasehold improvements	  	 	1,004	  	 	 	1,343	  	
	  	 	 	 	
	  	 	5,059	  	 	 	6,083	  	
	  	 	 	 	
Accumulated depreciation	  	 	(1,520	) 	 	 	(2,351	) 	
	  	 	 	 	 	 	 	 	
Depreciated cost	  	$	3,539	  	 	$	3,732	  	
 	 	
Depreciation expense was $520 and $886 for the years ended December 31, 2013 and 2014, respectively.
Note 7: Field equipment, net

   	  	December 31,	 	 	June 30,	 	
   	  	2013	 	 	2014	 	 	2015 (unaudited)	 	
Field equipment	  	$	2,531	  	 	$	3,942	  	 	 	$   5,912	  	
Less: accumulated depreciation	  	 	(894	) 	 	 	(1,925	) 	 	 	(2,377)	  	
	  	 	 	 	
Field equipment, net	  	$	1,637	  	 	$	2,017	  	 	 	$   3,535	  	
 	 	
Depreciation expense was $696 and $1,076 for the years ended December 31, 2013 and 2014, respectively. Depreciation expense for the six months ended June 30, 2014 and 2015 (unaudited) was $514 and $655, respectively.
Note 8: Other payables and accrued expenses

   	  	December 31,	 	  	June 30,	 	
   	  	2013	 	  	2014	 	  	2015 (unaudited)	 	
Employees and payroll accruals	  	$	4,867	  	  	$	5,846	  	  	$	 4,521	  	
Taxes payable and others	  	 	384	  	  	 	693	  	  	 	2,657	  	
Provision for settlement	  	 	—	  	  	 	1,000	  	  	 	954	  	
Other	  	 	61	  	  	 	97	  	  	 	740	  	
	  	 	 	 	  	 	 	 	
	  	$	5,312	  	  	$	7,636	  	  	$	 8,872	  	
 	 	  	 	 	 	
Note 9: Long-term loan, net of discount
In January 2013, the Company entered into a Credit Agreement (the “Credit Agreement”) with the lenders named therein (the “Lenders”) for a three-year term (the “Credit Facility”). Upon the closing of the Credit Agreement in January 2013, the Company withdrew the full $52,000 and issued the Lenders 975,644 warrants to purchase preferred H shares at an exercise price of $18.77 per share. The Credit Facility was secured by a
 
F-17

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 9: Long-term loan, net of discount (cont.)
 
first lien security over all assets of the Company. The Credit Facility accrued an 11% per year payment-in-kind interest charge, capitalized as additional principal quarterly, and a quarterly cash coupon of 3-month US$ LIBOR, subject to a LIBOR floor of 0.5% plus 1.5% per annum. The Company recorded the relative fair value of the warrants of $2,864 as shareholder’s equity and as a discount to the related loan outstanding. The total discount of $4,927 (including an original issue discount of $2,000) and additional deferred issuance costs of $500 in respect of the loan are amortized to interest expense over the three-year term using the effective interest method.
In December 2013, the Company repaid the entire outstanding Credit Facility of $58,000 of principal and accrued interest. Upon repayment of the Credit Facility, the discount and the deferred issuance costs were recorded immediately as interest expense. Financial expenses related to the Credit Facility for the year ended December 31, 2013 were $12,577.
In January 2015, the Company entered into a five-year term loan agreement (the “Loan Agreement”) with a lender to draw up to $100,000. In January 2015, the Company drew $25,000 from the lender. The Company may draw the remaining $75,000 at its option at any time through June 30, 2016. Interest on the outstanding loan is 10% annually, payable quarterly in arrears. In addition, there is a 1.5% funding fee payable on the amount drawn on the funding date, a 0.75% pay-down fee on all principal amount repayments to be paid on the date such payments of principal are made and a pre-payment fee of 3.0%, 2.0% or 1.0% if the Company prepays outstanding loan amounts prior to the first, second or third year, respectively, from the initial funding date. The entire outstanding principal loan is due on January 2020. The loan is secured by a first priority security interest in substantially all assets of the Company. The Loan Agreement sets forth certain affirmative and negative covenants with which the Company must comply on a quarterly basis commencing March 31, 2015 through the term of loan. As of June 30, 2015, the Company complies with its debt covenants.
The total discount of $491 presented net of the loan and additional deferred issuance costs of approximately $1,739 in respect of the loan (presented in other long-term assets in the balance sheet) are amortized to interest expense over the five year term of the loan using the effective interest method.
Note 10: Other long-term liabilities

   	  	December 31,	 	
   	  	2013	 	  	2014	 	
Deferred rent liability	  	$	436	  	  	$	590	  	
Long-term loans (see a and b below)	  	 	346	  	  	 	321	  	
Unrecognized tax benefits (Note 12e)	  	 	549	  	  	 	308	  	
Provision for settlement (Note 13c)	  	 	—	  	  	 	867	  	
	  	 	 	 	
	  	$	1,331	  	  	$	2,086	  	
 	 	
Long-term loans:
a. In July 2013, the Company entered into a loan agreement with the landlord of its facility in Switzerland whereby the landlord will offer a loan of up to CHF 400 for the purpose of financing leasehold improvements in the facility. As of December 31, 2013 and 2014, the Company received CHF 185 ($193) and CHF 220 ($232) of this loan. The loan and interest is due in monthly payments from January 1, 2014 through December 31, 2018 and bears an annual interest of 5%.
 
F-18

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 10: Other long-term liabilities (cont.)
 
b. In May 2013 and January 2014, the Company entered into a loan agreement with the landlord of its facility in the U.S. and a leasing company of $226 for the purpose of financing leasehold improvements in the facility and a lease of machinery. The loan and interest is due in monthly payments from June 1, 2013 through May 1, 2023 and bears an annual interest of 7%.
The above principal long-term loans repayments as of December 31, 2014 are as follows:

2015	  	$	59	  	
2016	  	 	66	  	
2017	  	 	69	  	
2018	  	 	73	  	
2019	  	 	22	  	
Thereafter	  	 	90	  	
	  	 	 	 	
	  	$	380	  	
Less: current portion of long-term loans	  	 	(59	) 	
	  	 	 	 	
Long-term loans, net of current portion	  	$	321	  	
 	  	 	 	 	
Note 11: Commitments and contingent liabilities
a. The facilities of the Company are leased under various operating lease agreements for periods ending no later than 2023. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2017.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2014, are as follows:

2015	  	$	1,620	  	
2016	  	 	1,385	  	
2017	  	 	1,241	  	
2018	  	 	937	  	
2019	  	 	801	  	
Thereafter	  	 	1,395	  	
	  	 	 	 	
	  	$	7,379	  	
 	 	
Lease and rental expense for the years ended December 31, 2013 and 2014 was $1,356 and $1,794, respectively.
As of December 31, 2014 and June 30, 2015 (unaudited), the Company pledged bank deposits of $130 and $133 respectively to cover bank guarantees in respect of its leases of operating facilities and obtained guarantees by the bank for the fulfillment of the Company’s lease commitments of $281 and $287, respectively.
b. For an additional commitment, see note 13c.
 
F-19

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
 
Note 12: Income taxes
The Company is, or may be, subject to statutory tax rates in the jurisdictions in which it operates.
a. Parent taxation:
NovoCure Limited is subject to a statutory corporate tax rate of 0% in Jersey (Channel Islands).
Subsidiaries taxation:
1. Tax rates applicable to the income of the Israeli subsidiary:
The statutory corporate tax rate in Israel for general activities in the years 2013 and 2014 is 25% and 26.5%, respectively. The Company’s Israeli subsidiary is qualified to receive tax benefits for its research and development activity under the Law for the Encouragement of Capital Investments (the “Investment Law”) and the Law for Economic Policy (“Amendment No. 68”).
For 2013 and 2014, under Amendment No. 68, the Israeli subsidiary qualified for a 12.5% and 16% corporate tax rate, respectively, for its research and development activity.
2. Tax rates applicable to the income of the Swiss subsidiary:
The Swiss federal corporate income tax is 8.5%. In addition, the Company received a ruling in respect of the cantonal/communal tax rate in Lucerne, whereby the Swiss subsidiary is taxed on 10% to 30% of its foreign-sourced income at the cantonal ordinary tax rate (currently approximately 7%) and all Swiss-generated income is taxed at the cantonal ordinary tax rate.
3. The Company’s other subsidiaries are separately taxed under the federal, state and local tax laws of the state/country of incorporation of each entity.
b. Net operating losses carryforwards:
As of December 31, 2014, the Company’s U.S. and Luxemburg subsidiaries have accumulated net operating losses of $3,178. The U.S. federal net operating loss carryforward of $1,745 expires between 2032 and 2034. The U.S. state net operating loss carryforward of $715 expires between 2017 and 2034.
Management currently believes that since the Company has a history of losses, and uncertainty with respect to future taxable income, it is more likely than not that the deferred tax assets regarding the loss carryforwards will not be utilized in the foreseeable future. Thus, a valuation allowance was provided to reduce deferred tax assets to their realizable value.
 
F-20

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 12: Income taxes (cont.)
 
c. Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

   	  	2013	 	 	2014	 	
			
Deferred tax assets:	  				 				
Allowance for doubtful accounts	  	$	1,822	  	 	$	4,001	  	
Revenue recognition (timing differences)	  	 	3,930	  	 	 	9,042	  	
Net operating loss carryforwards	  	 	1,141	  	 	 	850	  	
Other temporary differences	  	 	396	  	 	 	482	  	
	  	 	 	 	
Total deferred tax assets	  	 	7,289	  	 	 	14,375	  	
Less—valuation allowance	  	 	(6,699	) 	 	 	(13,926	) 	
	  	 	 	 	
Net deferred tax assets	  	$	590	  	 	 	449	  	

Deferred tax liabilities:	  				
Fixed assets	  	$	590	  	 	 	442	  	
	  	 	 	 	
Total deferred tax liabilities	  	 	590	  	 	 	442	  	
	  	 	 	 	
Net deferred tax assets	  	$	—	  	 	$	7	  	
 	 	
d. Income taxes are comprised as follows:

   	  	Year ended
December 31,	 	
   	  	2013	 	  	2014	 	
Current taxes and reserves (1)	  	$	290	  	  	$	389	  	
Deferred taxes (1)	  	 	63	  	  	 	(7	) 	
	  	 	 	 	
	  	$	353	  	  	$	382	  	

(1)	 	Foreign taxes.	
 
F-21

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 12: Income taxes (cont.)
 
e. Accounting for uncertainty in income taxes (“ASC 740”):
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

   	  	Year ended
December 31,	 	
   	  	2013	 	 	2014	 	
Balance at the beginning of the year	  	$	343	  	 	 	$549	  	
Additions based on tax positions taken during the current year	  	 	243	  	 	 	79	  	
Reduction related to a lapse of applicable statute of limitations	  	 	(37	) 	 	 	(320	) 	
	  	 	 	 	
Balance at the end of the year	  	$	549	  	 	 	$308	  	
 	 	
The Company recognizes interest and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2013 and 2014, the Company recorded and accrued $20 and $2, respectively, for interest and penalties expenses related to uncertain tax positions.
No audits are currently in process by any federal or state taxing authority, except for an audit of the Company’s Israeli subsidiary for the tax years 2011 through 2013.
f. A reconciliation of the Company’s theoretical income tax expenses to actual income tax expenses as follows:

   	  	2013	 	 	2014	 	
Loss before income taxes	  	$	(77,017	) 	 	$	(80,682	) 	
	  	 	 	 	
Statutory tax rate	  	 	0%	  	 	 	0%	  	
	  	 	 	 	
Theoretical income tax expenses	  	$	—	  	 	$	—	  	
	  	 	 	 	
Non-deductible expenses	  	$	1,411	  	 	$	1,242	  	
Foreign tax rate differential	  	 	(5,991	) 	 	 	(7,844	) 	
Valuation allowance	  	 	4,727	  	 	 	7,226	  	
Unrecognized tax expense (benefit)	  	 	206	  	 	 	(242	) 	
	  	 	 	 	
Income tax expenses	  	$	353	  	 	$	382	  	

F-22

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
 
Note 13: Share capital
Share capital is composed as follows:

   	  	December 31, 2013	 	  	December 31, 2014	 	  	June 30, 2015 (unaudited)	 	
 	  	Issued and
outstanding	 	  	Issued and
outstanding	 	  	Issued and
outstanding	 	
 	  	Number of shares	 	
Ordinary shares no par value	  	 	11,891,421	  	  	 	13,431,414	  	  	 	12,430,419	  	
	  	 	 	 	
Series A Convertible Preferred shares no par value	  	 	4,177,235	  	  	 	4,177,235	  	  	 	4,177,235	  	
Series B Convertible Preferred shares no par value	  	 	4,590,439	  	  	 	4,590,439	  	  	 	4,590,439	  	
Series C Convertible Preferred shares no par value	  	 	2,261,666	  	  	 	2,261,666	  	  	 	2,261,666	  	
Series D Convertible Preferred shares no par value	  	 	4,451,913	  	  	 	4,451,913	  	  	 	4,451,913	  	
Series E Convertible Preferred shares no par value	  	 	7,790,861	  	  	 	7,790,861	  	  	 	7,790,861	  	
Series F Convertible Preferred shares no par value	  	 	12,864,362	  	  	 	12,864,362	  	  	 	12,864,362	  	
Series G Convertible Preferred shares no par value	  	 	5,106,269	  	  	 	5,106,269	  	  	 	5,106,269	  	
Series H Convertible Preferred shares no par value	  	 	4,073,020	  	  	 	4,073,020	  	  	 	4,073,020	  	
Series I Convertible Preferred shares no par value	  	 	13,360,252	  	  	 	13,360,252	  	  	 	13,360,252	  	
Series J Convertible Preferred shares no par value	  	 	—	  	  	 	—	  	  	 	4,068,500	  	
	  	 	 	 	
Total	  	 	58,676,017	  	  	 	58,676,017	  	  	 	62,744,517	  	
 	 	
a. The rights, preferences and restrictions of series A through J preferred and ordinary shares are as follows:
 
F-23

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
Conversion —each preferred share is convertible into ordinary shares, at the holder’s option, or automatically upon a qualified initial public offering, which is defined in the Company’s articles of association in effect prior to the IPO as an offering whereby the aggregate gross proceeds received by the Company are (1) at least $50,000 if the equity securities of the Company that are sold in such offering are listed or traded on the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ) or (2) at least $100,000 if the equity securities of the Company that are sold in such offering are listed or traded on any other public stock exchange. The Company expects that the IPO will constitute such a qualified initial public offering and therefore will trigger such conversion.
At the current conversion prices, each share of series A, B, C, D, E, F, G, H, I and J will convert to ordinary shares on a 1-for-1 ratio. The current conversion price per preferred share will be adjusted for certain recapitalizations, splits, ordinary share dividends and similar standard anti-dilution events.
Dividend rights— the holders of series A-J preferred shares shall be entitled to receive on a pari passu basis, prior and in preference to the declaration or payment of any dividend or distribution to the holders of ordinary shares on an as-converted basis when, as and if any dividend or distribution is declared by the Company’s board of directors in respect of ordinary shares, up to an amount equal to the applicable original issue price for such preferred shares.
In addition, any additional dividends or distributions shall be distributed among the holders of the ordinary shares and preferred shares in proportion to the number of ordinary shares that would be held by each holder if all preferred shares were converted to ordinary shares at the then effective conversion rate.
Liquidation preference —the holders of series A, B, C, D, E, F, G, H and I preferred shares have a liquidation preference equal to $1.52, $1.09, $1.77, $1.80, $1.80, $2.23, $8.64, $13.50, $14.53 and $23.33 per share, respectively, plus any declared but unpaid dividends.
Preferred shareholders will be entitled to their liquidation preferences based on their seniority. Series I preferred shareholders shall be the first to receive their liquidation preferences and they will be followed by the holders of series H, G, F, E, D, C, B and A preferred shares in turn.
Voting rights —each holder of an ordinary share and each holder of a series A, B, C, D, E, F, G, H and I preferred shares is entitled to one vote.
b. Investment rounds:
1) Series I preferred shares investment round:
In 2013, the Company entered into a series I preferred shares subscription agreement and an expansion to the agreement (the “agreement”) with certain investors. Pursuant to the agreement, the Company issued to the investors 13,360,252 series I preferred shares at $14.53 per share, for a total consideration of $191,738, net of issuance expenses. The series I preferred shares are senior to the other series of preferred shares on payment of the liquidation preference ($14.53 per share), but otherwise have similar participating preferred rights, dividend rights and voting rights to the other series of preferred shares.
2) Series J Preferred shares investment round:
In June 2015, the Company issued 4,068,500 Series J convertible preferred shares at $23.33 per share to certain investors for a total consideration of $94,599 (net of issuance expenses of $319). The Series J preferred
 
F-24

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
shares are senior to the other series of preferred shares on payment of the liquidation preference (equal to $23.33 per share), but otherwise have similar participating preferred rights, dividend rights and voting rights of the other series of preferred shares.
c. Settlement agreement
In February 2015, the Company entered into a settlement agreement (the “Agreement”) with a third party with respect to a resolution of certain potential disputes regarding intellectual property developed by the Company’s founder and historically assigned to the Company. In exchange for a release of potential disputes from the third party, the Company paid $1,000 on execution of the Agreement and will pay an additional $1,000 (“Additional Payment”) at the earliest of (i) 18 months after signing of the Agreement, (ii) an IPO and (iii) the earlier of consummation of a merger/acquisition (“M&A”) or achievement of a Cumulative Net Sales milestone of $250,000 (as defined pursuant to the Agreement). The Company will pay an additional $5,500 on the earlier of (i) achievement of the Cumulative Net Sales milestone per above and (ii) consummation of an M&A. In addition, the Company agreed to issue 1,005,210 ordinary shares (the “issued shares”) to the third party and grant options to the third party to purchase 1,005,210 ordinary shares (the “granted options”) that are fully vested and at no cost. The options terminate at the earlier of (i) 12 months subsequent to an IPO and (ii) immediately prior to an M&A.
In February 2015, the Company contemporaneously entered into a Letter of Agreement (“Letter of Agreement”) with the founder mentioned above and a related party (together, the “Founder”). Pursuant to the Letter of Agreement, in furtherance to a previous indemnification provided by the Founder in 2009, in connection with the intellectual property he assigned to the Company and the Agreement signed above, the Founder agreed to indemnify the Company for the compensation incurred to the third party by providing 2,010,420 ordinary shares which were redeemed and cancelled (the “Redeemed Shares”) in March 2015 to the Company at $5, and may be obligated to pay an additional $2,000 in cash to the Company upon its request out of the net proceeds from the sale of any ordinary shares by the Founder in a private transaction or following the consummation of a qualified initial public offering (as defined above in Note 13a—Conversion) in an open market transaction if the closing price of the ordinary shares is at least 80% of the price per share for which the ordinary shares were sold in the initial public offering (after deducting underwriting discounts and commissions and offering expenses). In March 2015, the Company provided the Issued Shares and Granted Options to the third party.
Accordingly, for the year ended December 31, 2014, the Company recorded a provision for a net settlement expense of $1,867 in general and administrative expense, in accordance with ASC 450 reflecting the present value of the cash obligation of $2,000 and the fair value of the Issued Shares and Granted Options to the third party, net of the fair value of the consideration provided by the Founder (Redeemed Shares), which amounted to nil as presented in the statement of shareholder’s equity, in connection with the indemnification provided and the Letter of Agreement.
d. Warrants:
As part of the Series B, C, D and E preferred share investment agreements, the investors received warrants to purchase ordinary shares.
 
F-25

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
The Company accounted for these warrants as equity instruments based on the guidance of ASC 815, “Derivatives and Hedging”, ASC 480-10, “Distinguishing Liabilities from Equity”, its related FASB staff positions, ASC 815-40 “Contracts in Entity’s Own Stock” and the AICPA Technical Practice Aid for accounting for preferred shares and warrants, including the roadmap for accounting for freestanding financial instruments indexed to, and potentially settled in, a company’s own stock.
Significant terms investors’ warrants to purchase ordinary shares are as follows as of December 31, 2013 and 2014:

Expiration date	  	 Warrants for ordinary shares	 	  	 Exercise price per share	 	
   	  	            2013	 	  	            2014	 	  	   	 	
April 26, 2014 (1)	  	 	573,803	  	  	 	—	  	  	$	2.18	  	
November 30, 2014 (2)	  	 	573,803	  	  	 	—	  	  	 	2.18	  	
October 11, 2015	  	 	565,411	  	  	 	565,411	  	  	 	3.54	  	
May 8, 2016	  	 	1,112,983	  	  	 	1,112,983	  	  	 	3.59	  	
July 31, 2017	  	 	556,678	  	  	 	556,678	  	  	 	3.59	  	
January 22, 2018	  	 	556,678	  	  	 	556,678	  	  	 	3.59	  	
July 21, 2018	  	 	834,355	  	  	 	834,355	  	  	 	3.59	  	
	  	 	 	 	  				
	  	 	4,773,711	  	  	 	3,626,105	  	  				

(1)	 	The warrants were cashless exercised in 2014 to 407,411 ordinary shares.	
 
(2)	 	The warrants were exercised in 2014 to 573,803 ordinary shares.	
Pursuant to the Credit Agreement (see Note 9), the Company issued the Lenders 975,644 warrants to purchase series H preferred shares at an exercise price of $18.77 per share. The warrants are exercisable until January 2016.
e. Share option plans:
The Company authorized through its 2013 Equity Incentive Share Option Plan approved by the Company’s board of directors and its shareholders, the grant of options to officers, directors, advisors, management and other key employees. The options granted generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the Company’s option plan that are cancelled or forfeited before expiration become available for future grant.
In February and March 2015, the Company’s board of directors and its shareholders approved an increase in the number of ordinary shares reserved for grant of options pursuant to the 2013 Plan by 2,956,500 ordinary shares to 13,198,224 ordinary shares.
As of June 30, 2015 (unaudited), 2,442,936 options are available for future grants.
 
F-26

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
The fair value of share-based awards was estimated using the Black-Scholes option-pricing model for all grants, with the following underlying assumptions:

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
   	  	2013	 	  	2014	 	  	        2014 (unaudited)	 	  	2015 (unaudited)	 	
Expected term (years)	  	 	6.25	  	  	 	6.25	  	  	 	6.25	  	  	 	6.25	  	
Expected volatility	  	 	70.4%-75.9%	  	  	 	73.1%-75.3%	  	  	 	75.1%-75.3%	  	  	 	62.5%-65.8%	  	
Risk-free interest rate	  	 	1.4%-2.0%	  	  	 	1.9%-2.3%	  	  	 	2.1%-2.3%	  	  	 	1.8%-1.9%	  	
Dividend yield	  	 	0%	  	  	 	0%	  	  	 	0%	  	  	 	0%	  	
 	 	
A summary of the status of the Company’s option plan as of December 31, 2014 and June 30, 2015 (unaudited) and changes during the relevant period ended on that date is presented below:

   	  	   	 	 	   	 	  	   	 	  	Six months ended June 30,	 	
 	  	Year ended December 31, 2014	 	  	2015 (unaudited)	 	
   	  	Number of
options	 	 	Weighted
average
exercise
price	 	  	Aggregate
intrinsic
value	 	  	Number of
options	 	  	Weighted
average
exercise
price	 	  	Aggregate
intrinsic
value	 	
Outstanding at beginning of period	  	 	7,063,717	  	 	$	3.26	  	  				  	 	7,426,159	  	  	$	3.98	  	  				
Granted	  	 	1,159,797	  	 	 	7.58	  	  				  	 	1,796,639	  	  	 	14.47	  	  				
Exercised	  	 	(558,778	) 	 	 	1.62	  	  				  	 	(1,034)	  	  	 	7.04	  	  				
Forfeited and cancelled	  	 	(238,577	) 	 	 	5.69	  	  				  	 	(172,653)	  	  	 	7.86	  	  				
	  	 	 	 	 				  				  	 	 	 	  				  				
Outstanding at end of period	  	 	7,426,159	  	 	$	3.98	  	  	$	27,810	  	  	 	9,049,111	  	  	$	5.99	  	  	$	86,948	  	
	  	 	 	 	 				  				  	 	 	 	  				  				
Exercisable options	  	 	4,489,873	  	 	$	2.30	  	  	$	24,347	  	  	 	4,837,614	  	  	$	2.66	  	  	$	62,699	  	
	  	 	 	 	 				  				  	 	 	 	  				  				
Vested and expected to vest	  	 	7,361,585	  	 	$	3.95	  	  	$	27,784	  	  	 	8,983,813	  	  	$	5.97	  	  	$	86,520	  	
 	 	
The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2013 and 2014 and for the six months ended June 30, 2014 and 2015 (unaudited), was comprised as follows:

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
   	  	2013	 	  	2014	 	  	2014 (unaudited)	 	 	2015 (unaudited)	 	
 	  	 	 	  	 	 	  	 	 	
Cost of revenues	  	$	52	  	  	$	32	  	  	$	17	  	 	$	19	  	
Research, development and clinical trials	  	 	1,137	  	  	 	820	  	  	 	289	  	 	 	1,049	  	
Sales and marketing	  	 	791	  	  	 	1,104	  	  	 	545	  	 	 	979	  	
General and administrative	  	 	3,140	  	  	 	2,668	  	  	 	1,298	  	 	 	2,397	  	
	  	 	 	 	
Total share-based compensation expense	  	$	5,120	  	  	$	4,624	  	  	$	2,149	  	 	$	4,444	  	
 	 	
As of December 31, 2014 and June 30, 2015 (unaudited), there were unrecognized compensation costs of $6,119 and $16,743, respectively, which are expected to be recognized over a weighted average period of approximately 2.93 and 3.40 years, respectively.
 
F-27

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
The weighted average grant date fair values of the Company’s options granted during the years ended December 31, 2013 and 2014 and for the six months ended June 30, 2015 (unaudited) were $4.59, $5.08 and $8.86 per share, respectively. The weighted average grant date fair values of the Company’s unvested options for the years ended December 31, 2013 and 2014 and for the six months ended June 30, 2015 (unaudited) were $3.42, $4.26 and $6.15 per share, respectively and the unvested options for the respective periods amounted to 3,125,543, 2,934,974 and 4,204,865 options.
The weighted average grant date fair values of the Company’s vested options during the year ended December 31, 2013 and 2014 and for the six months ended June 30, 2015 (unaudited) were $2.26, $2.89 and $4.72 per share, respectively, and the vested options for the respective periods amounted to 1,030,933, 1,166,974 and 364,471 options. The weighted average grant date fair values of the Company’s options forfeited and cancelled during the years ended December 31, 2013 and 2014 and for the six months ended June 30, 2015 (unaudited) were $1.84, $3.59 and $5.11 per share, respectively.
The aggregate intrinsic values for the options exercised during the years ended December 31, 2013 and 2014 and for the six months period ended June 30, 2015 (unaudited) were $3,431, $3,339 and $8 respectively. The aggregate intrinsic value is calculated as the difference between the per-share exercise price and the deemed fair value of the Company’s ordinary shares for each share subject to an option multiplied by the number of shares subject to options at the date of exercise. The Company’s board of directors deemed the fair value of the Company’s ordinary shares to be $7.28 and $7.73 per share as of December 31, 2013 and 2014, respectively.
The options outstanding as of December 31, 2014 have been separated into exercise prices, as follows:

Exercise price	  	Options
outstanding
as of
December 31, 2014	 	  	Weighted
average
remaining
contractual
term	 	  	Options
exercisable
as of
December 31,
2014	 	  	Weighted
average
remaining
contractual term	 	
$	  	 	 	  	(years)	 	  	 	 	  	(years)	 	
0.01	  	 	98,995	  	  	 	1.20	  	  	 	98,995	  	  	 	1.20	  	
0.17	  	 	1,403,857	  	  	 	1.71	  	  	 	1,403,857	  	  	 	1.71	  	
0.23	  	 	440,531	  	  	 	4.42	  	  	 	440,531	  	  	 	4.42	  	
0.38	  	 	488,331	  	  	 	5.78	  	  	 	488,331	  	  	 	5.78	  	
3.44	  	 	1,779,072	  	  	 	6.88	  	  	 	1,246,473	  	  	 	6.88	  	
6.72	  	 	1,034,587	  	  	 	7.68	  	  	 	524,065	  	  	 	7.68	  	
6.83	  	 	94,001	  	  	 	7.94	  	  	 	46,997	  	  	 	7.94	  	
7.03	  	 	614,356	  	  	 	8.14	  	  	 	154,319	  	  	 	8.14	  	
7.04	  	 	141,754	  	  	 	8.46	  	  	 	36,206	  	  	 	8.46	  	
7.28	  	 	179,746	  	  	 	8.66	  	  	 	44,928	  	  	 	8.66	  	
7.48	  	 	504,365	  	  	 	9.14	  	  	 	4,432	  	  	 	8.78	  	
7.52	  	 	134,508	  	  	 	9.24	  	  	 	739	  	  	 	8.92	  	
7.58	  	 	73,908	  	  	 	9.48	  	  	 	—	  	  	 	—	  	
7.73	  	 	438,148	  	  	 	9.77	  	  	 	—	  	  	 	—	  	
	  	 	 	 	
	  	 	7,426,159	  	  	 	6.30	  	  	 	4,489,873	  	  	 	4.95	  	

F-28

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 13: Share capital (cont.)
 
The options outstanding as of June 30, 2015 (unaudited) have been separated into exercise prices, as follows:

Exercise price	  	Number
of options
outstanding
as of
June 30, 2015	 	  	Weighted
average
remaining
contractual
term	 	  	Number
of options
exercisable
as of June 30,
2015	 	  	Weighted
average
remaining
contractual term	 	
$	  	 	 	  	(years)	 	  	 	 	  	(years)	 	
0.01	  	 	98,995	  	  	 	0.71	  	  	 	98,995	  	  	 	0.71	  	
0.17	  	 	1,403,857	  	  	 	1.22	  	  	 	1,403,857	  	  	 	1.22	  	
0.23	  	 	440,531	  	  	 	3.93	  	  	 	440,531	  	  	 	3.93	  	
0.38	  	 	488,331	  	  	 	5.29	  	  	 	488,331	  	  	 	5.29	  	
3.44	  	 	1,779,072	  	  	 	6.39	  	  	 	1,246,482	  	  	 	6.39	  	
6.72	  	 	940,424	  	  	 	7.18	  	  	 	555,405	  	  	 	7.15	  	
6.83	  	 	92,819	  	  	 	7.45	  	  	 	46,406	  	  	 	7.45	  	
7.03	  	 	613,765	  	  	 	7.64	  	  	 	307,172	  	  	 	7.64	  	
7.04	  	 	137,616	  	  	 	7.97	  	  	 	50,693	  	  	 	7.93	  	
7.28	  	 	169,103	  	  	 	8.16	  	  	 	43,155	  	  	 	8.16	  	
7.48	  	 	504,365	  	  	 	8.64	  	  	 	126,077	  	  	 	8.64	  	
7.52	  	 	116,769	  	  	 	8.74	  	  	 	23,417	  	  	 	8.74	  	
7.58	  	 	53,510	  	  	 	8.99	  	  	 	7,093	  	  	 	8.89	  	
7.73	  	 	433,418	  	  	 	9.27	  	  	 	—	  	  	 	—	  	
14.37	  	 	1,617,784	  	  	 	9.66	  	  	 	—	  	  	 	—	  	
15.60	  	 	158,752	  	  	 	9.82	  	  	 	—	  	  	 	—	  	
	  	 	 	 	
	  	 	9,049,111	  	  	 	6.54	  	  	 	4,837,614	  	  	 	4.72	  	
 	 	
Note 14: Financial expenses, net

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
   	  	2013	 	 	2014	 	  	2014 (unaudited)	 	  	2015 (unaudited)	 	

Financial expenses:	  				 				  				  				
Interest expense	  	$	(7,158	) 	 	$	(41	) 	  	$	(15)	  	  	$	(1,152)	  	
Amortization of credit facility costs	  	 	(5,432	) 	 	 	—	  	  	 	—	  	  	 	(147)	  	
Foreign currency transaction losses	  	 	(157	) 	 	 	(104	) 	  	 	(62)	  	  	 	(145)	  	
Others	  	 	(78	) 	 	 	(142	) 	  	 	(48)	  	  	 	(78)	  	
	  	 	 	 	
	  	 	(12,825	) 	 	 	(287	) 	  	 	(125)	  	  	 	(1,522)	  	

Financial income:	  				 				  				  				
Interest income	  	 	267	  	 	 	143	  	  	 	87	  	  	 	55	  	
	  	 	 	 	
Total financial expenses, net	  	$	12,558	  	 	$	144	  	  	$	38	  	  	$	1,467	  	

F-29

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
 
Note 15: Basic and diluted net loss per share
The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share:

   	  	Year ended December 31,	 	 	Six months ended June 30,	 	
   	  	2013	 	 	2014	 	 	2014 (unaudited)	 	  	2015 (unaudited)	 	
 	  	 	 	 	 	 	
Net loss attributable to ordinary shares as reported	  	$	(77,370	) 	 	$	(80,682	) 	 	$	(39,446)	  	  	$	(52,630)	  	
	  	 	 	 	
Shares used in computing net loss per ordinary share, basic and diluted	  	 	11,498,392	  	 	 	12,490,017	  	 	 	12,269,507	  	  	 	12,783,881	  	
	  	 	 	 	
Net loss per ordinary share, basic and diluted	  	$	(6.73	) 	 	$	(6.46	) 	 	$	(3.21)	  	  	$	(4.12)	  	
 	 	
For the years ended December 31, 2013 and 2014, and for the six months ended June 30, 2014 and 2015 (unaudited), all outstanding preferred shares, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive.
Note 16: Subcontractor
The Company is dependent upon sole source suppliers for certain key components used in its delivery systems. The Company’s management believes that in most cases other suppliers could provide similar components at comparable terms. A change of suppliers which requires FDA or other regulatory approval, however, could cause a material delay in manufacturing and a possible loss of sales, which could adversely affect the Company’s operating results and financial position.
Note 17: Supplemental information
The following table presents long-lived assets by location:

   	  	December 31,	 	  	June 30,	 	
	  	2013	 	  	2014	 	  	2015 (unaudited)	 	
	  	 	 	  	 	 	  	 	 	
Europe, Middle East and Asia (“EMEA”)	  				  				  				
Israel	  	 	$920	  	  	 	$1,009	  	  	 	$1,121	  	
Switzerland	  	 	522	  	  	 	1,259	  	  	 	1,945	  	
Other EMEA countries	  	 	6	  	  	 	13	  	  	 	388	  	
	  	 	 	 	
Total EMEA	  	 	1,448	  	  	 	2,281	  	  	 	3,454	  	
				
United States	  	 	3,728	  	  	 	3,468	  	  	 	5,498	  	

	  	 	$5,176	  	  	 	$5,749	  	  	 	$8,952	  	

F-30

Table of Contents
NovoCure Limited and subsidiaries
Notes to consolidated financial statements
U.S. dollars in thousands (except share and per share data)
Note 17: Supplemental information (cont.)
 
The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows:

   	  	Year ended December 31,	 	  	Six months ended June 30,	 	
	  	2013	 	  	2014	 	  	2014 (unaudited)	 	  	2015 (unaudited)	 	
 	  	 	 	  	 	 	
EMEA	  	$	29	  	  	$	539	  	  	 	$28	  	  	 	$587	  	
United States	  	 	10,330	  	  	 	14,951	  	  	 	7,287	  	  	 	11,164	  	

	  	$	10,359	  	  	$	15,490	  	  	 	$7,315	  	  	 	$11,751	  	
 	 	
Note 18: Subsequent events
The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its consolidated financial statements as of December 31, 2014, the Company evaluated subsequent events through June 24, 2015, which is the date the financial statements were issued. For its interim financial statements as of June 30, 2015 (unaudited) and for the six-month period then ended (unaudited), the Company evaluated subsequent events through September 21, 2015.
 
F-31

Table of Contents
12,500,000 shares

Ordinary shares
Prospectus

J.P. Morgan	 	Deutsche Bank Securities	 	Evercore ISI	
	
Wells Fargo Securities	

JMP Securities	  	Wedbush PacGrow	
                             , 2015

 
 
Until                     , 2015, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents
Part II
Information not required in prospectus
Item 13. Other expenses of issuance and distribution
The following table sets forth the various expenses and costs incurred or to be incurred by us in connection with the sale of the ordinary shares offered hereby. All the amounts shown are estimated except the SEC filing fee, the FINRA filing fee and the NASDAQ Global Select Market listing fee.

Expense	  	Dollar Amount	 	
SEC filing fee	  	$	48,440.88	  	
FINRA filing fee	  	 	63,031.25	  	
NASDAQ Global Select Market listing fee	  	 	150,000	  	
Legal fees and expenses	  	 	1,500,000	  	
Accounting fees and expenses	  	 	550,000	  	
Printing expenses	  	 	380,000	  	
Transfer agent and registrar fees and expenses	  	 	6,000	  	
Depositary and custodian fees and expenses	  	 	6,000	  	
Miscellaneous	  	 	257,000	  	
	  	 	 	 	
Total	  	$	2,960,472.13	  	
 	 	
Item 14. Indemnification of directors and officers
We have entered into indemnification agreements with each of our directors to indemnify them against certain liabilities and expenses arising from their being a director to the maximum extent permitted by Jersey law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Subject to the Jersey Companies Law, our Articles permit us to indemnify any director against any liability, to purchase and maintain insurance against any liability for any director and to provide any director with funds (whether by loan or otherwise) to meet expenditures incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).
However, Article 77 of the Jersey Companies Law limits the ability of a Jersey company to exempt or indemnify a director from any liability arising from acting as a director. It provides that neither a company (or any of its subsidiaries) nor any other person for some benefit conferred or detriment suffered directly or indirectly by the company may exempt or indemnify any director from, or against, any liability incurred by him as a result of being a director of the company except where the company exempts or indemnifies him against:
 
(a)	 	any liabilities incurred in defending any proceedings (whether civil or criminal):	
 
 	(i)	 	in which judgment is given in his or her favor or he or she is acquitted;	
 
 	(ii)	 	which are discontinued otherwise than for some benefit conferred by him or her or on his or her behalf or some detriment suffered by him or her; or	
 
II-1

Table of Contents

 	(iii)	 	which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), he or she was substantially successful on the merits in his or her resistance to the proceedings; or	
 
(b)	 	any liability incurred otherwise than to the company if he or she acted in good faith with a view to the best interests of the company;	
 
(c)	 	any liability incurred in connection with an application made under Article 212 of the Jersey Companies Law in which relief is granted to him or her by the court; or	
 
(d)	 	any liability against which the company normally maintains insurance for persons other than directors.	
Article 77 of the Jersey Companies Law permits a company to purchase and maintain directors’ and officers’ insurance and we maintain a directors’ and officers’ liability insurance policy for the benefit of our directors and officers.
Item 15. Recent sales of unregistered securities
During the past three years, we have issued the following securities, which include convertible preferred shares and options to acquire our ordinary shares. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act, under Section 4(2) of the Securities Act regarding transactions not involving a public offering and under Rule 701 promulgated under the Securities Act.

Purchaser	  	Date of sale
or issuance	  	Number of
securities	 	  	Consideration in
United
States dollars	 	
Warrants to Purchase Series H Preferred Shares(1)	  	January 2013	  	 	975,644	  	  	$	—	  	
Series I Preferred Share Purchasers	  	May 2013, September 2013 and December 2013	  	 	13,360,252	  	  	$	194,179,109.62	  	
Ordinary Shares(2)	  	March 2015	  	 	1,005,210	  	  	 	—	  	
Series J Preferred Share Purchasers	  	June 2015	  	 	4,068,500	  	  	$	94,918,290.85	  	
Options to Purchase Ordinary Shares	  	September 2012—September 2015	  	 	7,148,003	  	  	$	—	  	

(1)	 	Issued to previous lenders under a credit agreement.	
(2)	 	See “Our business—Intellectual property” in the accompanying prospectus for a description of the settlement agreement with the Technion whereby the Registrant issued shares to the Technion.	
Item 16. Exhibits and financial statement schedules
Exhibits.     See the Exhibit index beginning on page II-6 of this registration statement.
Financial statement schedules.     Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements or the notes thereto.
Item 17. Undertakings
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
II-2

Table of Contents
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
 
(1)	 	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.	
 
(2)	 	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
II-3

Table of Contents
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Malvern, Commonwealth of Pennsylvania, on September 21, 2015.

NovoCure Limited	
		
By:	 	/s/ Asaf Danziger	
	 	Asaf Danziger	
	 	Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Date:	 	Signature	  	Title	
			
September 21, 2015	 	/s/ Asaf Danziger
Asaf Danziger	  	Chief Executive Officer and Director (Principal Executive Officer)	
			
September 21, 2015	 	/s/ Wilhelmus Groenhuysen
Wilhelmus Groenhuysen	  	Chief Financial Officer (Principal Financial and Accounting Officer) and Authorized Representative in the United States	
			
September 21, 2015	 	/s/ William F. Doyle
William F. Doyle	  	Chairman and Director	
			
September 21, 2015	 	*
Kinyip Gabriel Leung	  	Vice Chairman and Director	
			
September 21, 2015	 	*
Yoram Palti, M.D., Ph.D.	  	Director	
			
September 21, 2015	 	*
William Burkoth	  	Director	
			
September 21, 2015	 	*
Timothy Langloss	  	Director	
			
September 21, 2015	 	*
Louis J. Lavigne, Jr.	  	Director	
			
September 21, 2015	 	*
Robert J. Mylod, Jr.	  	Director	
			
September 21, 2015	 	*
Gert Lennart Perlhagen	  	Director	

II-4

Table of Contents

Date:	 	Signature	  	Title	
			
September 21, 2015	 	*
Charles G. Phillips III	  	Director	
			
September 21, 2015	 	*
William A. Vernon	  	Director	

			
By:	 	/s/ Wilhelmus Groenhuysen	
	 	Wilhelmus Groenhuysen	
	 	Attorney-in-Fact (pursuant to previously filed power of attorney)	
 
II-5

Table of Contents
Exhibit index

Exhibit
number	 	  	Description	
		
 	1.1	  	  	Form of Underwriting Agreement*	
		
 	3.1	  	  	Amended and Restated Memorandum of Association, effective June 1, 2015***	
		
 	3.2	  	  	Amended and Restated Articles of Association, effective June 1, 2015***	
		
 	3.3	  	  	Amended and Restated Memorandum of Association (to effect stock split)*	
		
 	3.4	  	  	Amended and Restated Articles of Association (to effect stock split)*	
		
 	3.5	  	  	Memorandum and Articles of Association (to be effective in connection with initial public offering)*	
		
 	4.1	  	  	Form of Ordinary Shares Certificate*	
		
 	4.2	  	  	Eleventh Amended and Restated Investors Rights Agreement, dated June 1, 2015***	
		
 	4.3	  	  	Tenth Amended and Restated Registration Rights Agreement, dated June 1, 2015***	
		
 	5.1	  	  	Opinion of Ogier to the legality of the securities*	
		
 	10.1	  	  	Loan and Security Agreement between the Company and Biopharma Secured Investments III Holdings Cayman LP, dated January 7, 2015***	
		
 	10.2	  	  	Strategic Supplier Agreement between the Company and ITT Corporation (assigned to Exelis Inc.), dated July 21, 2011, as amended on April 29, 2014†***	
		
 	10.3	  	  	2003 Share Option Plan***	
		
 	10.4	  	  	2013 Share Option Plan***	
		
 	10.5	  	  	2015 Omnibus Incentive Plan*	
		
 	10.6	  	  	Employment Agreement with Asaf Danziger and the Company, dated October 1, 2002***	
		
 	10.7	  	  	Employment Agreement with Wilhelmus C.M. Groenhuysen and the Company, dated December 23, 2011†***	
		
 	10.8	  	  	Employment Agreement with Kinyip Gabriel Leung and the Company, dated August 24, 2011†***	
		
 	10.9	  	  	Employment Agreement with Eilon Kirson and the Company, dated June 2, 2002†***	
		
 	10.10	  	  	Consulting Agreement with Palti Consultants Ltd. and the Company, dated May 1, 2002†***	
		
 	10.11	  	  	Consulting Agreement with William F. Doyle, dated June 24, 2014†***	
		
 	10.12	  	  	Form of Indemnification Agreement*	
		
 	10.13	  	  	Settlement Agreement with the Technion, dated February 10, 2015***	
		
 	10.14	  	  	Director Compensation Plan*	
		
 	10.15	  	  	Employee Share Purchase Plan*	
		
 	10.16	  	  	Amendment to Consulting Agreement with William F. Doyle, dated September 16, 2015*	
		
 	10.17	  	  	Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan (U.S. individuals)*	
		
 	10.18	  	  	Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan (U.S. individuals)*	
		
 	21.1	  	  	List of Subsidiaries*	
		
 	23.1	  	  	Consent of Ogier (included in Exhibit 5.1)*	
		
 	23.2	  	  	Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, Independent Registered Public Accounting Firm*	
		
 	24.1	  	  	Power of Attorney (included in signature page)***	

*	 	Filed herewith.	
 
**	 	To be filed by amendment.	
 
***	 	Previously filed.	
 
†	 	Confidential treatment requested.	
 
II-6

Exhibit 1.1
NovoCure Limited
[●] Ordinary Shares
Underwriting Agreement
[●], 2015
J. P. Morgan Securities LLC
As Representative of the
several Underwriters listed
in Schedule 1 hereto
c/o J. P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of [●] ordinary shares, no par value, of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [●] ordinary shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to issue and sell, at the option of the Underwriters, up to an additional [●] ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Ordinary Shares”.
The Company and the Selling Shareholders hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
1. Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-206681), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively [with the pricing information set forth on Annex B], the “Pricing Disclosure Package”): a Preliminary Prospectus dated [●], 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto.
“Applicable Time” means [●] [A/P].M., New York City time, on [●], 2015.
2. Purchase of the Shares by the Underwriters .
(a) The Company agrees to issue and sell, and each of the Selling Shareholders agrees, severally and not jointly, to sell, the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[●] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder.
In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.
If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto.
The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.
(b) The Company and the Selling Shareholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment
 
2

of the Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Shareholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.
(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Company and the Attorneys-in-Fact or any of them (with regard to payment to the Selling Shareholders), to the Representative in the case of the Underwritten Shares, at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on [●], 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.
Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company and the Selling Shareholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.
(d) Each of the Company and each Selling Shareholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders.
3. Representations and Warranties of the Company . The Company represents and warrants to each Underwriter and the Selling Shareholders that:
(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in
 
3

order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
(b) Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
 
4

(d) Emerging Growth Company . From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(e) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C.with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. or Evercore Group L.L.C. to engage in Testing-the-Waters Communications. The Company reconfirms that J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. have been authorized to act on its behalf in undertaking Testing-the-Waters Communications by virtue of a writing substantially in the form of Exhibit D hereto. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex C hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
 
5

(g) Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, except as otherwise disclosed therein and, in the case of unaudited, interim financial statements, subject to normal year end audit adjustments and the exclusion of certain footnotes, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the share capital (other than the issuance of ordinary shares upon exercise of options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), material change in short-term debt or change in long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of the Company’s share capital, or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, shareholders’ equity or results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(i) Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing (or equivalent concept) under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the
 
6

businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement. The subsidiaries listed in Schedule 3 to this Agreement are the only significant subsidiaries of the Company.
(j) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of share capital of the Company (including the Shares to be sold by the Selling Shareholders) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of share capital or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of share capital or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(k) Options. With respect to the options (the “Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Option intended to qualify as an “incentive stock option” under Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Option was duly authorized no later than the date on which the grant of such Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to due execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Options prior to, or otherwise coordinating the grant of Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
 
7

(l) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.
(m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(n) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.
(o) Description of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(p) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its memorandum and articles of association, or charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(q) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.
(r) No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this
 
8

Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Global Select Market or by the Jersey Registrar of Companies or the Jersey Financial Services Commission (“JFSC”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.
(s) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may reasonably be expected to be a party or to which any property of the Company or any of its subsidiaries is or may reasonably be expected to be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(t) Independent Accountants . Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.
(u) Title to Real and Personal Property . The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries, (ii) are set forth in the Company’s Loan and Security Agreement, dated as of January 7, 2015, between the Company and Biopharma Secured Investments III Holdings Cayman LP, or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(v) Intellectual Property . To the knowledge of the Company, the Company and its subsidiaries own or possess adequate rights to use all trademarks, service marks, trade names, trade dress, domain names and other source identifiers, and all goodwill associated with the foregoing, patents, copyrights, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all registrations and applications for registration of the foregoing, as applicable) (collectively, “Intellectual Property”) necessary for the conduct of their business, as currently conducted and proposed to be conducted, and the Company
 
9

and its subsidiaries is not aware that the conduct of their business would or does infringe, misappropriate or otherwise violate any such rights of others in any material respect. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has received any notice of any claim of infringement, misappropriation or other violation of any Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or the Company’s or any of its subsidiaries’ rights therein. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company or any of its subsidiaries. To the knowledge of the Company, all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions, except in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, all licenses pursuant to which any Intellectual Property is licensed to the Company or its subsidiaries are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company or any of its subsidiaries. The Company is not aware of any facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken reasonable and customary actions to protect their rights in confidential information and trade secrets and protect any confidential information provided to them by any other person. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company or any of its subsidiaries have signed invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its business, such Intellectual Property.
(w) No Undisclosed Relationships . No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.
(x) Investment Company Act . The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
(y) Taxes . The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.
 
10

(z) No Transfer Taxes . There are no stamp or other issuance or transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, or of Jersey, required to be paid by or on behalf of the Underwriters in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.
(aa) Legal Process . Neither the Company nor any of its subsidiaries has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Jersey to enforce this Agreement in respect of itself or its property.
(bb) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or its subsidiaries (“Applicable Laws”), except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ii) have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws.
(cc) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.
(dd) Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits,
 
11

licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) there are no proceedings that are pending, or to the knowledge of the Company, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.
(ee) Hazardous Materials . There has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries, any other entity (including any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or would reasonably be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by the Company or any of its subsidiaries, or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that would reasonably be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous Materials” means any material, chemical, substance ,waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.
(ff) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not
 
12

limited to ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that would reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or would reasonably be expected to result, in material liability to the Company or its subsidiaries; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.
(gg) Disclosure Controls . The Company and its subsidiaries have established an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
(hh) Accounting Controls. The Company and its subsidiaries have established systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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 in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
 
13

with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
(ii) Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are generally maintained by companies engaged in the same or similar business and which the Company believes in good faith are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.
(jj) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(kk) Compliance with Anti-Money Laundering Laws . The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and
 
14

regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(ll) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of funding or facilitating (x) any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions or (y) any activities of or business in any Sanctioned Country, or (ii) in any other manner that would reasonably be expected to result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(mm) Dividends and Distributions . (i) All dividends and other distributions declared and payable on the share capital of the Company, now or in the future, may, under the current laws and regulations of Jersey, be paid in United States Dollars that may be freely transferred out of Jersey; (ii) all such dividends and other distributions are not or will not be, as the case may be, subject to withholding or other taxes under the current laws and regulations of Jersey; and (iii) all such dividends and other distributions under such current laws and regulations are or will be otherwise free and clear of any other tax (save for any income tax that may be payable by the recipient of a distribution who is resident in Jersey), withholding or deduction in Jersey and without the necessity of obtaining any consent, approval, authorization or order in Jersey.
(nn) No Restrictions on Subsidiaries . No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.
(oo) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.
 
15

(pp) Registration Rights . Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance and sale of the Shares by the Company or, to the knowledge of the Company, the sale of the Shares to be sold by the Selling Shareholders hereunder.
(qq) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.
(rr) Margin Rules . The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(ss) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(tt) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and believed to be accurate in all material respects.
(uu) Clinical Trials . The clinical and pre-clinical trials conducted by or, to the knowledge of the Company, on behalf of or sponsored by the Company or its subsidiaries, or in which the Company or its subsidiaries have participated, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, were, and if still pending are, being conducted in all material respects in accordance with standard medical and scientific research standards and procedures for products or product candidates comparable to those being developed by the Company and all applicable statutes and all applicable rules and regulations of the FDA and comparable regulatory agencies outside of the United States to which they are subject (collectively, the “Regulatory Authorities”) and current Good Clinical Practices and Good Laboratory Practices; the descriptions in the Registration Statement, the Pricing Disclosure Package or the Prospectus of the results of such studies and tests are accurate and complete descriptions in all material respects and fairly present the data derived therefrom; the Company has no knowledge of any other trials not described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the results of which are inconsistent with or call into question the results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; the Company and its subsidiaries have operated at all times and are currently in compliance in all material respects with all applicable statutes, rules and regulations of the Regulatory Authorities; neither the Company nor any of its subsidiaries have received any written notices, correspondence or other communications from the Regulatory Authorities or any other governmental agency requiring or
 
16

threatening the termination, material modification or suspension of any clinical or pre-clinical trials that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials, and, to the Company’s best knowledge, there are no reasonable grounds for the same.
(vv) Regulatory Filings . The Company has not failed to file with the Regulatory Authorities any required filing, declaration, listing, registration, report or submission with respect to the Company’s product candidates that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; all such filings, declarations, listings, registrations, reports or submissions were in material compliance with applicable laws when filed; and no deficiencies regarding compliance with applicable law have been asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions.
(ww) Sarbanes-Oxley Act . There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) that are applicable to the Company as of the date hereof, including Section 402 related to loans.
(xx) Status under the Securities Act . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.
(yy) Passive Foreign Investment Company . Subject to the qualifications, limitations, exceptions and assumptions set forth in the Preliminary Prospectus and the Prospectus, the Company believes that its shares should not be treated as stock of a passive foreign investment company (a “PFIC”), as defined in section 1297 of the Internal Revenue Code of 1986, as amended.
4. Representations and Warranties of the Selling Shareholders . Each of the Selling Shareholders severally represents and warrants to each Underwriter and the Company that:
(a) Required Consents; Authority . All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Irrevocable Power of Attorney (the “Power of Attorney”) and the Stock Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Shareholder.
(b) No Conflicts . The execution, delivery and performance by such Selling Shareholder of this Agreement, the Power of Attorney and the Custody Agreement, the sale of the Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder
 
17

of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of such Selling Shareholder, if applicable, or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency applicable to such Selling Shareholder.
(c) Title to Shares. Such Selling Shareholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Shareholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Shareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
(d) No Stabilization. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.
(e) Pricing Disclosure Package . The Pricing Disclosure Package, at the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Shareholder’s representation and warranty in this Section 4(e) shall apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in such Pricing Disclosure Package.
(f) Issuer Free Writing Prospectus and Written Testing-the-Waters Communication. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Shareholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex B or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representative.
(g) Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
 
18

statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Shareholder’s representation and warranty in this Section 4(g) shall apply only to any statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendment or supplement thereto.
(h) Material Information . As of the date hereof and as of the Closing Date, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
(i) Organization and Good Standing . To the extent such Selling Shareholder is not a natural person, such Selling Shareholder has been duly organized and is validly existing and in good standing (or equivalent concept) under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.
(j) Indebtedness . (i) None of such Selling Shareholder’s material outstanding indebtedness has become repayable before its respective maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by such Selling Shareholder and no event has occurred or is pending which, with the lapse of time or the fulfillment of any condition or the giving of notice or the compliance with any other formality, may result in any such indebtedness becoming so repayable or any such security becoming enforceable and (ii) no person to whom any such indebtedness of such Selling Shareholder which is repayable on demand is owed has demanded or, to the best of the knowledge and belief of such Selling Shareholder, threatened to demand repayment of, or to take steps to enforce any security for, the same.
(k) Legal Process . No Selling Shareholder has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the jurisdiction where such Selling Shareholder is formed or resides, as applicable, to enforce this Agreement in respect of itself or its property.
(l) Custody of Shares . Certificates in negotiable form representing all of the Shares to be sold by such Selling Shareholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Shareholder to Computershare Inc., as custodian (the “Custodian”), and such Selling Shareholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Shareholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Shareholder, to determine the purchase price to be paid by the Underwriters to the Selling Shareholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.
 
19

(m) Irrevocable Arrangements . The Shares represented by the certificates held in custody for such Selling Shareholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. The obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.
5. Further Agreements of the Company . The Company covenants and agrees with each Underwriter that:
(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request.
(b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representative, three signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; (ii) to Ogier, Jersey counsel for the Company, one copy of the Preliminary Prospectus signed for and on behalf of the directors of the Company on the date of such Preliminary Prospectus, and one copy of the Prospectus signed for and on behalf of the directors of the Company on the date of such Prospectus, in each case for delivery to the JFSC and (iii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representative may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.
(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus,
 
20

the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representative reasonably objects.
(d) Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, the Company will use its best efforts to obtain as soon as possible the withdrawal thereof.
(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
 
21

in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.
(f) Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(g) Earnings Statement. The Company will make generally available to its security holders and the Representative as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided the Company will be deemed to have furnished such earnings statement to its security holders and the Representative to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.
(h) Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) any Ordinary Shares of the Company issued upon the conversion of the outstanding convertible preferred shares of the Company into Ordinary Shares in connection with the transactions contemplated by this Agreement or the exercise of options granted under Company Share Plans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under Company Share Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall cause each recipient of such grant to execute and deliver to the Representative a lock-up agreement substantially in the form of Exhibit A hereto prior to such grant if such recipient has not already delivered one, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto and (E) any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares issued in connection with a joint venture, marketing or distribution arrangement,
 
22

collaboration agreement, strategic alliance, partnership, equipment leasing arrangement or intellectual property license agreement or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares issued pursuant to this clause (E) shall not exceed 5.0% of the total number of shares of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and (y) the recipient of any such Ordinary Shares and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall execute and deliver to the Representative a lock-up agreement substantially in the form of Exhibit A hereto prior to such issuance.
If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(p) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
(i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.
(j) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Ordinary Shares.
(k) Exchange Listing. The Company will use its best efforts to list for quotation the Shares on the Nasdaq Global Select Market.
(l) Reports. During a period of three years from the date hereof, the Company will furnish to the Representative, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representative to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.
(m) Record Retention . The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(n) Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.
(o) Emerging Growth Company . The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 5(h) hereof.
 
23

(p) Tax Indemnity . The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale of the Shares by the Company to the Underwriters and on the execution and delivery of this Agreement. All indemnity payments to be made by the Company hereunder in respect of this Section 5(q) shall be made without withholding or deduction for or on account of any present or future Jersey taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In the event of any such deduction or withholding, except the deduction or withholding of any net income, capital gains or franchise taxes imposed on the Underwriters by Jersey or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and Jersey, the Company shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions (including any deduction or withholding from such additional amounts) shall equal the amounts that would have been received if no withholding or deduction has been made.
6. Further Agreements of the Selling Shareholders . Each of the Selling Shareholders severally covenants and agrees with each Underwriter that:
(a) Clear Market . For a period of 180 days after the date of the Prospectus, such Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (including without limitation, Ordinary Shares or such other securities which may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares, in each case without the prior written consent of the Representative, and in each case other than the Shares to be sold by such Selling Shareholder hereunder and any other Ordinary Shares permitted to be transferred or otherwise disposed of pursuant to the exceptions set forth in the form of lock-up agreement in Exhibit A hereto, and shall have the benefit of a pro rata release of Ordinary Shares upon the occurrence of a Trigger Waiver as described in such form of lock-up agreement.
(b) No Stabilization. Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Ordinary Shares.
(c) Tax Form. Such Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
 
24

(d) Tax Indemnity . Such Selling Shareholder will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale of the Shares by such Selling Shareholder to the Underwriters and on the execution and delivery of this Agreement. All indemnity payments to be made by such Selling Shareholder hereunder in respect of this Section 6(d) shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever, unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In the event of any such deduction or withholding, except the deduction or withholding of any net income, capital gains or franchise taxes imposed on the Underwriters as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, such Selling Shareholder shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions (including any deduction or withholding from such additional amounts) shall equal the amounts that would have been received if no withholding or deduction has been made.
(e) Use of Proceeds . Such Selling Shareholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) for the purpose of funding or facilitating (x) any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions or (y) any activities of or business in any Sanctioned Country, or (ii) in any other manner that would reasonably be expected to result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
7. Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that:
(a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Annex D hereto without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.
 
25

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Shareholders if any such proceeding against it is initiated during the Prospectus Delivery Period).
8. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company and each of the Selling Shareholders of their respective covenants and other obligations hereunder and to the following additional conditions:
(a) Registration Compliance; No Stop Order; Jersey Consent. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative; the consent of the JFSC to circulation of the Prospectus pursuant to the Jersey Companies (General Provisions) (Jersey) Order 2002 shall have been obtained and shall be subsisting; the consent of the JFSC to the issue or transfer (as applicable) of the Shares pursuant to the Jersey Control Of Borrowing (Jersey) Order 1958 shall have been obtained and shall be subsisting.
(b) Representations and Warranties. The respective representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers and of each of the Selling Shareholders and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.
(c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred shares of, or guaranteed by, the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities or preferred shares and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred shares (other than an announcement with positive implications of a possible upgrading).
(d) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
 
26

(e) Officer’s Certificate. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (x) a certificate, on behalf of the Company, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representative (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations of the Company set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above and (y) a certificate of each of the Selling Shareholders, in form and substance reasonably satisfactory to the Representative, (i) confirming that the representations of such Selling Shareholder set forth in Sections 4(e), 4(f) and 4(g) hereof is true and correct and (ii) confirming that the other representations and warranties of such Selling Shareholder in this agreement are true and correct and that such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
(f) Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be.
(g) Opinion and 10b-5 Statement of Counsel for the Company. Proskauer Rose LLP, counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-1 hereto.
(h) Opinion of Non-U.S. Counsel for the Company . (i) Ogier, Jersey counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2(A) hereto; (ii) Wenger Plattner, Swiss counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2(B) hereto; and (iii) Arendt & Medernach SA, Luxembourg counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2(C) hereto.
 
27

(i) Opinion of Regulatory Counsel for the Company . Hogan Lovells, special counsel for the Company with respect to certain regulatory matters, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-3 hereto.
(j) Opinion of Intellectual Property Counsel for the Company . Proskauer Rose LLP, counsel for the Company with respect to intellectual property matters, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-4 hereto.
(k) Opinion of Delaware Counsel for certain Selling Shareholders . Proskauer Rose LLP and certain other counsel for certain of the Selling Shareholders that are entities organized under the laws of Delaware, shall have furnished to the Representative, at the request of such Selling Shareholders, their written opinions, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-5 hereto.
(l) Opinion of Non-Delaware Counsel for certain Selling Shareholders . Proskauer Rose LLP and certain other counsel for certain of the Selling Shareholders that are natural persons or are entities not organized under the laws of Delaware, shall have furnished to the Representative, at the request of such Selling Shareholders, their written opinions, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-6 hereto.
(m) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel for the Underwriters, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
(n) No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.
(o) Good Standing . The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
 
28

(p) Exchange Listing. The Shares to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.
(q) Lock-up Agreements . The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of Ordinary Shares or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or Additional Closing Date, as the case may be.
(r) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company and the Selling Shareholders shall have furnished to the Representative such further certificates and documents as the Representative may reasonably request.
All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
9. Indemnification and Contribution .
(a) Indemnification of the Underwriters and the Selling Shareholders by the Company. The Company agrees to indemnify and hold harmless each Underwriter and each Selling Shareholder and their respective affiliates, directors and officers and each person, if any, who controls such Underwriter or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter or Selling Shareholder, as the case may be, furnished to the Company in writing by such Underwriter through the Representative or by such Selling Shareholder, as the case may be, expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below and the only such information furnished by any Selling Shareholder consists of the information described as such in subsection (b) below.
(b) Indemnification of the Underwriters by the Selling Shareholders . Each of the Selling Shareholders severally in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and
 
29

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended); provided that any such indemnity by a Selling Shareholder shall be limited to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissions.
(c) Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the [third] paragraph, the information regarding electronic and internet distribution appearing in the [seventh] paragraph and the information contained in the [twelfth and thirteenth] paragraphs relating to stabilizing transactions, in each case under the caption “Underwriting”].
(d) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying
 
30

Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J. P. Morgan Securities LLC, any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company and any such separate firm for the Selling Shareholders shall be designated in writing by the Attorneys-in-Fact or any one of them. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(e) Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided that any such contribution by a Selling Shareholder shall be limited to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissions. The relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Selling Shareholders from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
 
31

omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Shareholders or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(f) Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (e) above were determined by pro rata allocation (even if the Selling Shareholders or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other reasonable expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (e) and (f), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and in no event shall any Selling Shareholder be required to contribute any amount in excess of the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissions. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint, and the Selling Shareholders’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective sale obligations hereunder and not joint.
(g) Non-Exclusive Remedies. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
10. Effectiveness of Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
11. Termination . This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company and the Selling Shareholders, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the NYSE Amex, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by U.S. federal, New York State or Jersey authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
 
32

12. Defaulting Underwriter .
(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default.
 
33

13. Payment of Expenses .
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $15,000); (v) the cost of preparing share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, the Jersey Registrar of Companies or the JFSC, provided that the reimbursement obligation for any legal fees and expenses of counsel for the Underwriters in connection with FINRA shall be documented and not exceed $100,000 (it being agreed and understood that any other related fees and expenses, including filing fees, shall be reimbursed in full); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including 50% of the cost of any aircraft chartered in connection with the “road show”, it being understood that the Underwriters will pay all other travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market.
(b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Shareholders for any reason fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
14. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 9 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
15. Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Shareholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Shareholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Selling Shareholders or the Underwriters.
16. Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b)
 
34

the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.
17. Miscellaneous .
(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representative c/o J. P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate Desk. Notices to the Company shall be given to it at 20 Valley Stream Pkwy, Malvern, Pennsylvania (fax: (212) 767-7555); Attention: Todd Longsworth. Notices to the Selling Shareholders shall be given to them c/o Proskauer Rose LLP, 11 Times Square, New York, NY 10036 (fax: (212) 969-2900); Attention: Julie Allen, Esq.
(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.
(c) Submission to Jurisdiction; Service of Process . Each of the Company and the Selling Shareholders hereby submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Selling Shareholders waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling Shareholders agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Selling Shareholder, as applicable, and may be enforced in any court to the jurisdiction of which Company and each Selling Shareholder, as applicable, is subject by a suit upon such judgment. The Company and each Selling Shareholder has irrevocably appointed Novocure Inc., a Delaware corporation, located 1500 Broadway, 29 th Floor, New York, NY 10036, United States, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, assigns, joint ventures and agents of any Underwriter, or by any person who controls any Underwriter, and agrees that service of process upon the Authorized Agent, and written notice of such service to the Company or any such Selling Shareholder, as the case may be, by the person serving the same to the address provided in this Section 17(c), shall be deemed in every respect effective service of process upon the Company and such Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholders hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and the Selling Shareholders further agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company and the Selling Shareholders. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may also be instituted by any Underwriter, the directors, officers, employees, assigns, joint ventures and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in Jersey or elsewhere. The provisions of this Section 17(c) shall survive any termination of this Agreement, in whole or in part.
 
35

(d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
(e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
 
36

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,		
		
NOVOCURE LIMITED		

By:	 	 		
Name:	 			
Title:	 			
 
37

			
[SELLING SHAREHOLDERS]	
		
By:	 	 	
Name:	 		
Title:	 		
		
By:	 	 	
Name:	 		
Title:	 		
	
As Attorneys-in-Fact acting on behalf of each of the Selling Shareholders named in Schedule 2 to this Agreement.	

Accepted: As of the date first written above	
	
J. P. MORGAN SECURITIES LLC	
	
For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto.	
	
J. P. MORGAN SECURITIES LLC	
		
By:	 	 	
	 	Authorized Signatory	
 
38

Schedule 1

Underwriter	  	Number of Shares	
J. P. Morgan Securities LLC	  	[●]	
Deutsche Bank Securities Inc.	  	[●]	
Evercore Group L.L.C.	  	[●]	
JMP Securities LLC	  	[●]	
Wedbush Securities Inc.	  	[●]	
Wells Fargo Securities, LLC	  	[●]	
		
Total	  	[●]	
 
Sch. 1-1

Schedule 2

Selling Shareholders :	  	Number of
Underwritten Shares :	  	Number of
Option Shares :	

	  		  		

Sched. 2-1

Schedule 3
Significant Subsidiaries
 
Sched. 3-1

Annex A-1
[Form of Opinion of Counsel for the Company]
 
Annex A-1-1

Annex A-2(A)
[Form of Opinion of Jersey Counsel for the Company]
 
Annex A-2(A)-1

Annex A-2(B)
[Form of Opinion of Swiss Counsel for the Company]
 
Annex A-2(B)-1

Annex A-2(C)
[Form of Opinion of Luxembourg Counsel for the Company]
 
Annex A-2(C)-1

Annex A-3
[Form of Opinion of Regulatory Counsel for the Company]
 
Annex A-3-1

Annex A-4
[Form of Opinion of Intellectual Property Counsel for the Company]
 
Annex A-4-1

Annex A-5
[Form of Opinion of Delaware Counsel for the Selling Shareholders]
 
Annex A-5-1

Annex A-6
[Form of Opinion of Non-Delaware Counsel for the Selling Shareholders]
 
Annex A-6-1

Annex B
 
a.	Pricing Disclosure Package	
[ list each Issuer Free Writing Prospectus to be included in the Pricing Disclosure Package ]
 
b.	[ Pricing Information Provided Orally by Underwriters ]	
[ set out key information included in script that will be used by Underwriters to confirm sales ]
 
Annex B-1

Annex C
Written Testing-the-Waters Communications
[None]
 
Annex C-1

Annex D
NovoCure Limited
Pricing Term Sheet
[TO COME]
 
Annex D-1

Exhibit A
FORM OF LOCK-UP AGREEMENT
[TO BE INSERTED]
 
Exhibit A-1

Exhibit B
[Form of Waiver of Lock-up]
J.P. MORGAN SECURITIES LLC
NovoCure Limited
Initial Public Offering of Ordinary Shares
[●], 20[●]
[Name and Address of
Officer or Director
Requesting Waiver]
Dear Mr./Ms. [                                ]:
This letter is being delivered to you in connection with the offering by NovoCure Limited (the “Company”) of [●] ordinary shares, no par value, of the Company and the lock-up letter dated [●], 20[●] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 20[●], with respect to [●] of such ordinary shares (the “Shares”).
J.P. Morgan Securities LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●]; provided , however , that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].
Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,	
	
J. P. MORGAN SECURITIES LLC	
		
By:	 	 	
	 	Authorized Signatory	
 
cc:	Company	
 
Exhibit B-1

Exhibit C
[Form of Press Release]
NovoCure Limited
[●], 20[●]
NovoCure Limited (the “Company”) announced today that J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C., the lead book-running managers in the Company’s recent public sale of [●] ordinary shares, are [waiving] [releasing] a lock-up restriction with respect to [●] ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 20[●], and the shares may be sold on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
 
Exhibit C-1

Exhibit D
EGC – Testing the waters authorization (to be delivered by the issuer to J.P. Morgan in email or letter form)
In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), NovoCure Limited (the “Issuer”) hereby authorizes J.P. Morgan Securities LLC (“J.P. Morgan”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Evercore Group L.L.C. (“Evercore”), and employees of each of them and their respective affiliates, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are institutional “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.
The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify J.P. Morgan, Deutsche Bank and Evercore in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify J.P. Morgan, Deutsche Bank and Evercore and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
Nothing in this authorization is intended to limit or otherwise affect the ability of J.P. Morgan, Deutsche Bank or Evercore , or any employees of any of them or their respective affiliates, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to J.P. Morgan, Deutsche Bank and Evercore a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [ name of JPM banker ] at [ email @jpmorgan.com], with copies to [ name of DB banker ] at [ email @db.com] and [ name of Evercore banker ] at [ email @Evercore.com].
 
Exhibit D-1

Exhibit 3.3
COMPANIES (JERSEY) LAW 1991
MEMORANDUM OF ASSOCIATION
Adopted by Special Resolution dated September 16, 2015
 
1	The name of the company is NOVOCURE LIMITED .	
 
2	The company is a public company.	
 
3	The company is a no par value company.	
 
4	The share capital of the company is divided into an unlimited number of ordinary shares of no par value and an unlimited number of preferred shares of no par value (which preferred shares may be issued in such class or classes as the directors of the company may determine in accordance with the Articles of Association of the company).	
 
5	The liability of any member arising from his holding of such a share is limited to the amount (if any) unpaid on it.	

Exhibit 3.4
NovoCure Limited
Articles of Association
Adopted by Special Resolution dated as of September 16, 2015
 
1.	Definitions .	
(a) In these Articles each of the following terms shall have the meaning ascribed to them, if not inconsistent with the subject or context:

“1% Owner”	  	means any Person that owns 1% or more of the Company’s issued and outstanding Ordinary Shares.	
		
“Accepting Shareholder”	  	has the meaning set forth in Article 32(a)(ii) hereof.	
		
“Additional Ordinary Shares”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Affiliate”	  	means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is controlled by or is under common control with such Person and, as to any Person that is an individual, such individual’s spouse, parents, siblings and lineal descendants and any trust for the benefit of any such Persons. In the case of any shareholder, any mutual funds or similar pooled vehicles or accounts that are controlled by, under common control with, managed or advised by the same management company or registered investment advisor (or an affiliate of such management company or registered investment advisor) as such shareholder, with respect to beneficially owning the Company’s securities, shall be an “Affiliate” of such shareholder for purposes hereof.	
		
“Approved Sale”	  	has the meaning set forth in Article 32(c)(i) hereof.	
		
“Articles”	  	means these Amended and Restated Articles of Association of the Company, as it may from time to time be amended.	
		
“Authorized Option Pool”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Bennet”	  	means Bennet Enterprises Ltd., a company incorporated in the British Virgin Islands, or any successor thereof.	

			
“Bennet Redeemable Ordinary Shares”	  	means those Ordinary Shares held by Bennet, Yoram Palti or
otherwise held beneficially on behalf of Bennet or Yoram Palti
which were converted in accordance with the Law by special
resolution dated March 2, 2015 and which are redeemable in
accordance with Article 5A hereof.	
		
“Board of Directors”	  	means the Board of Directors of the Company.	
		
“Business Day”	  	means any day other than a Saturday, Sunday or other day on which banks in New York, New York or Israel are required to be closed.	
		
“Change of Control”	  	means the acquisition, directly or indirectly, in one or more related transactions, by any Person who is a Third-Party Purchaser, or group of such Persons acting in concert, of 50% or more of the then outstanding Voting Shares of the Company or the power to cause the election of a majority of the members of the Board of Directors of the Company, or all or substantially all of the assets of the Company.	
		
“Clear Days”	  	in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.	
		
“Company”	  	means Novocure Limited, a company incorporated under the Law.	
		
“Control”	  	including, with correlative meanings, the terms “controlled by” and “under common control with,” means, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person through the ownership of voting securities, by contract or otherwise, or the holdings of more than 50% of the outstanding share capital of the Company.	
		
“Conversion Price”	  	means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, the Series I Conversion Price, or the Series J Conversion Price, as applicable.	
		
“Convertible Securities”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Converted Shares”	  	has the meaning set forth in Article 6(a)(iii)(A) hereof.	
		
“Converting Shares”	  	has the meaning set forth in Article 6(a)(iii)(A) hereof.	
		
“Dilutive Issuance”	  	has the meaning set forth in Article 6(a)(iv)(C) hereof.	
 
2

			
“Deemed Liquidation”	  	has the meaning set forth in Article 118 hereof.	
		
“Drag-Along Notice”	  	has the meaning set forth in Article 32(c)(ii) hereof.	
		
“Drag-Along Right”	  	has the meaning set forth in Article 32(c)(i)(B) hereof.	
		
“Drag-Along Shareholder”	  	has the meaning set forth in Article 32(c)(ii) hereof.	
		
“Electronic”	  	has the meaning given to that term in the Electronic Communications (Jersey) Law 2000.	
		
“Electronic Record”	  	has the meaning given to that term in the Electronic Communications (Jersey) Law 2000.	
		
“Existing Loan Agreement”	  	means the Loan and Security Agreement, dated as of January 7, 2015, between the Company and BioPharma Secured Investments III Holdings Cayman LP.	
		
“Excluded Shareholders”	  	means the holders of Series B Shares, the holders of Series C Shares, the holders of Series D Shares, the holders of Series E Shares, the holders of Series F Shares, the holders of Series G Shares, the holders of Series H Shares, the holders of Series I Shares, the holders of Series J Shares and TRDF, and, for purposes of clarification, such holders with respect to any Ordinary Share Equivalents held by such holders in addition to Series B Shares, Series C Shares, Series D Shares, Series E Shares, Series F Shares, Series G Shares, Series H Shares, Series I Shares or Series J Shares held by such holders.	
		
“Existing Shareholders”	  	means any present or future shareholder of the Company, other than the Excluded Shareholders.	
		
“Fidelity”	  	has the meaning ascribed to such term in the Series J Subscription Agreement.	
		
“Fidelity Investors”	  	has the meaning ascribed to such term in the Series J Subscription Agreement.	
		
“Initial Public Offering”	  	means the consummation of the initial sale of equity securities of the Company, in a bona fide firm commitment underwritten public offering pursuant to a registration statement on Form F-1 or Form S-1 (or a successor form) under the Securities Act or pursuant to the rules of any jurisdiction outside the United States if so determined by the Board of Directors.	
		
“Investors Rights Agreement”	  	means the Eleventh Amended and Restated Investors Rights Agreement, dated as of June 1, 2015, as may be amended from time to time.	
 
3

			
“Issuance Offer”	  	has the meaning set forth in Article 7(a) hereof.	
		
“Junior Liquidation
Preference Shares”	  	means, collectively, the Series I Shares, Series H Shares, Series G Shares, Series F Shares, Series E Shares, Series D Shares, Series C Shares, Series B Shares, Series A Shares and Ordinary Shares, and any other class or series of shares ranking junior to the Series J Shares upon liquidation.	
		
“Law”	  	means the Companies (Jersey) Law 1991, as amended.	
		
“Liquidation Event”	  	has the meaning set forth in Article 116 hereof.	
		
“Majority Shareholders”	  	has the meaning set forth in Article 32(c)(i)(B) hereof.	
		
“Memorandum”	  	means the Memorandum of Association of the Company, as may be amended from time to time.	
		
“Notice of Acceptance”	  	has the meaning set forth in Article 7(b) hereof.	
		
“Offered Securities”	  	has the meaning set forth in Article 7(a) hereof.	
		
“Offer Price”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“Offer Shares”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“Options”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Ordinary Resolution”	  	means a resolution adopted at a general meeting supported by shareholders present, in Person, by proxy or by voting card, vested with more than fifty percent (50%) of the total voting power attached to the shares whose holders were present, in Person, by proxy or by voting card, at such general meeting and voted thereon, or in writing in accordance with Article 66 hereof.	
		
“Ordinary Share Split Factor”	  	means 5.913.	
		
“Ordinary Shares”	  	means the Ordinary Shares of no par value of the Company.	
		
“Ordinary Shares Deemed Outstanding”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Ordinary Share Equivalents”	  	means Ordinary Shares outstanding or issuable upon conversion or exercise of the outstanding Preferred Shares or any other outstanding securities convertible into or exchangeable or exercisable for Ordinary Shares.	
 
4

			
“Original Issue Date”	  	has the meaning set forth in Article 6(a)(iv)(A) hereof.	
		
“Original Issue Price”	  	means, (i) with respect to the Series A Shares, $9.00 per share, (ii) with respect to the Series B Shares, $6.4406 per share, (iii) with respect to the Series C Shares, $10.46145 per share, (iv) with respect to the Series D Shares, $10.625531 per share, (v) with respect to the Series E Shares, $10.625531 per share, (vi) with respect to the Series F Shares, $13.1830 per share, (vii) with respect to the Series G Shares, $51.113570 per share, (viii) with respect to the Series H Shares issued pursuant to the Series H Subscription Agreements, $79.844399 per share, (ix) with respect to the Series H Shares issued upon exercise of the Series H Warrants, $111.00 per share, (x) with respect to the Series I Shares issued pursuant to the Series I Subscription Agreements, $85.94 per share, and (xi) with respect to the Series J Shares issued pursuant to the Series J Subscription Agreement, $137.95 per share. For the purpose of Articles 98(c) and 116(h), the Original Issue Price of the Series A Shares issued to Bio Medivest Group Ltd. shall be $9.09 per share.	
		
“Outside Director”	  	means any director of the Company, who prior to his initial appointment as a director of the Company (i) is not and has not been an officer or employee of the Company, any subsidiary of the Company or any shareholder, and is not an Affiliate of any such officer, employee or shareholder and (ii) has not received (directly or indirectly) any compensation from the Company or any such subsidiary (other than customary director fees and reimbursement for travel and related expenses).	
		
“Permitted Transferee”	  	has the meaning set forth in Article 32(d) hereof.	
		
“Person”	  	means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, holding company, joint venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.	
		
“Preferred Shares”	  	means, collectively, the Series A Shares, the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares, the Series F Shares, the Series G Shares, the Series H Shares, the Series I Shares and the Series J Shares.	
 
5

			
“Proportionate Share”	  	means, with respect to each holder of Ordinary Share Equivalents, the ratio that the aggregate number of Ordinary Share Equivalents then held by such holder bears to the total number of shares of Ordinary Share Equivalents then outstanding and held by all Qualified Shareholders, holders of Series B Shares, holders of Series C Shares, holders of Series D Shares, holders of Series E Shares, holders of Series F Shares, holders of Series G Shares, holders of Series H Shares, holders of Series I Shares and holders of Series J Shares (giving effect to the conversion of all outstanding Preferred Shares), and TRDF. For the purposes of the foregoing calculation, the holdings in Ordinary Share Equivalents by any shareholder shall be aggregated with the holdings in Ordinary Share Equivalents held by any Affiliate of such shareholder.	
		
“Qualified Initial Public Offering”	  	means any Initial Public Offering, but only if the aggregate gross proceeds received by the Company and/or its shareholders (before the deduction of underwriting discounts and expenses) in such Initial Public Offering are (i) at least fifty million dollars ($50,000,000) if the equity securities of the Company that are sold in the IPO are listed or traded on the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ) or (ii) at least one hundred million dollars ($100,000,000) if the equity securities of the Company that are sold in the IPO are listed or traded on any other public stock exchange.	
		
“Qualified Purchaser”	  	has the meaning set forth in Article 7(a) hereof.	
		
“Qualified Preferred Shares”	  	means the Preferred Shares.	
		
“Qualified Series F Holder”	  	means any shareholder (when combined with any Affiliate of such shareholder) holding at least 189,638 Series F Shares (as adjusted for subsequent stock dividends, stock splits, combinations, recapitalizations or the like with respect to such Series F Shares).	
		
“Qualified Shareholder”	  	means any shareholder holding at least 5% of the issued and outstanding Ordinary Share Equivalents, on an as-converted basis.	
		
“Refused Securities”	  	has the meaning set forth in Article 7(c) hereof.	
		
“Remaining Offer Shares”	  	has the meaning set forth in Article 32(a)(iii) hereof.	
		
“Seal”	  	means the common seal of the Company;	
 
6

			
“Secretary”	  	means the secretary of the Company or any other Person appointed to perform the duties of the secretary of the Company.	
		
“Securities Act”	  	means the United States Securities Act of 1933, as amended.	
		
“Selling Shareholder”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“Series A Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(J) hereof.	
		
“Series B Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(I) hereof.	
		
“Series C Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(H) hereof.	
		
“Series D Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(G) hereof.	
		
“Series E Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(F) hereof.	
		
“Series F Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(E) hereof.	
		
“Series G Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(D) hereof.	
		
“Series H Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(C) hereof.	
		
“Series I Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(B) hereof.	
		
“Series J Conversion Price”	  	has the meaning set forth in Article 6(a)(i)(A) hereof.	
		
“Series A Liquidation Preference Amount”	  	has the meaning set forth in Article 116(j) hereof.	
		
“Series B Liquidation Preference Amount”	  	has the meaning set forth in Article 116(i) hereof.	
		
“Series C Liquidation Preference Amount”	  	has the meaning set forth in Article 116(h) hereof.	
		
“Series D Liquidation Preference Amount”	  	has the meaning set forth in Article 116(g) hereof.	
		
“Series E Liquidation Preference Amount”	  	has the meaning set forth in Article 116(f) hereof.	
		
“Series F Liquidation Preference Amount”	  	has the meaning set forth in Article 116(e) hereof.	
		
“Series G Liquidation Preference Amount”	  	has the meaning set forth in Article 116(d) hereof.	
 
7

			
“Series H Liquidation Preference Amount”	  	has the meaning set forth in Article 116(c) hereof.	
		
“Series I Liquidation Preference Amount”	  	has the meaning set forth in Article 116(b) hereof.	
		
“Series J Liquidation Preference Amount”	  	has the meaning set forth in Article 116(a) hereof.	
		
“Series A Shares”	  	means the Series A Convertible Preferred Shares of no par value of the Company.	
		
“Series B Shares”	  	means the Series B Convertible Preferred Shares of no par value of the Company.	
		
“Series C Shares”	  	means the Series C Convertible Preferred Shares of no par value of the Company.	
		
“Series D Shares”	  	means the Series D Convertible Preferred Shares of no par value of the Company.	
		
“Series D Subscription Agreement”	  	means the Series D Convertible Preferred Shares Subscription Agreement, dated as of May 8, 2006, by and between the Company and the investors listed therein.	
		
“Series E Shares”	  	means the Series E Convertible Preferred Shares of no par value of the Company.	
		
“Series E Subscription Agreement”	  	means the Series E Convertible Preferred Shares Subscription Agreement, dated as of July 31, 2007, by and between the Company and the investors listed therein.	
		
“Series F Shares”	  	means the Series F Convertible Preferred Shares of no par value of the Company.	
		
“Series F Subscription Agreement”	  	means the Series F Convertible Preferred Shares Subscription Agreement, dated as of April 2, 2009, by and between the Company and the investors listed therein, as amended.	
		
“Series G Shares”	  	means the Series G Convertible Preferred Shares of no par value of the Company.	
		
“Series G Subscription Agreement”	  	means the Series G Convertible Preferred Shares Subscription Agreement, dated as of February 1, 2011, by and between the Company and the investors listed therein.	
 
8

			
“Series H Shares”	  	means the Series H Convertible Preferred Shares of no par value of the Company.	
		
“Series H Subscription Agreements”	  	means, collectively, the Series H Convertible Preferred Shares Subscription Agreement, dated as of February 16, 2012, by and between the Company and the investors listed therein, and the Series H Convertible Preferred Shares Subscription Agreement, dated as of March 29, 2012, by and between the Company and the investors listed therein.	
		
“Series H Warrants”	  	means the warrants to purchase Series H Shares, issued pursuant to the Credit Agreement, dated as of January 28, 2013, by and among the Company, the lenders party thereto and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent.	
		
“Series I Shares”	  	means the Series I Convertible Preferred Shares of no par value of the Company.	
		
“Series I Subscription Agreements”	  	means the Series I Convertible Preferred Shares Subscription Agreement, dated as of May 17, 2013, by and between the Company and the investors listed therein, and the Series I Convertible Preferred Shares Subscription Agreement, dated as of September 20, 2013, by and between the Company and the investors listed therein.	
		
“Series J Shares”	  	means the Series J Convertible Preferred Shares of no par value of the Company.	
		
“Series J Subscription Agreement”	  	means the Series J Convertible Preferred Shares Subscription Agreement, dated as of May 6, 2015, by and between the Company and the investors listed therein.	
		
“Settlement Agreement”	  	means the Settlement Agreement, dated as of February 10, 2015, by and among the Company, TRDF and the other parties identified therein.	
		
“Shareholder’s Acceptance”	  	has the meaning set forth in Article 32(a)(ii) hereof.	
		
“Shares”	  	means, collectively, the Ordinary Shares and Preferred Shares.	
		
“Special Resolution”	  	means a resolution adopted at a general meeting supported by shareholders present, in person, by proxy or by voting card, vested with more than two-thirds (2/3) of the total voting power attached to the shares whose holders were present, in person, by proxy or by voting card, at such general meeting and voted thereon or in writing in accordance with Article 66 hereof.	
 
9

			
“Subsidiaries”	  	means NovoCure (Israel) Ltd., a company incorporated under Israeli law, Novocure Inc., a corporation incorporated under Delaware law, Novocure USA LLC, a limited liability company incorporated under Delaware law, NovoCure GmbH, a corporation incorporated under the German law, Novocure GmbH, a company incorporated under Swiss law, Novocure Luxembourg S.a.r.l., a company incorporated under Luxembourg law, Novocure K.K., a company incorporated under Japanese law, and any other subsidiary (as defined in Article 2 of the Law) to be incorporated after the date these Articles become effective.	
		
“T. Rowe”	  	has the meaning ascribed to such term in the Series J Subscription Agreement.	
		
“Tag-Along Shares”	  	has the meaning set forth in Article 32(b)(ii) hereof.	
		
“Third-Party Purchaser”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“Transfer Notice”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“Transfer Terms”	  	has the meaning set forth in Article 32(a)(i) hereof.	
		
“TRDF”	  	means the Technion Research and Development Foundation.	
		
“TRDF Option”	  	means the option to purchase Ordinary Shares granted to TRDF pursuant to the Settlement Agreement.	
		
“Volati”	  	means Volati Ltd., a company incorporated under the Law or any successor thereof.	
		
“Voting Shares”	  	means share capital of any class or classes of the Company, the holders of which are entitled to participate generally in general meetings of the shareholders of the Company and vote such share capital, and shall include, without limitation, the Ordinary Shares and the Preferred Shares.	
(b) In these Articles, save where the context otherwise requires:
(i) the singular includes the plural and vice versa;
(ii) where a word or phrase is given a particular meaning, other grammatical forms of that word or phrase have corresponding meanings;
(iii) a reference to an “Article” is a reference to an article of these Articles;
 
10

(iv) a reference to writing includes typewriting, printing, telegram, facsimile or other modes of representing or reproducing words in a visible form;
(v) headings are inserted for convenience and do not affect the interpretation of these Articles; and
(vi) words or expressions defined in the Law shall have the same meaning where used in these Articles but excluding any statutory modification thereof not in force when these Articles became binding on the Company.
(c) The Standard Table prescribed pursuant to the Law shall not apply to the Company and is expressly excluded in its entirety.
SHARE CAPITAL
2. Subject to the provisions of the Law and these Articles –
(a) Without prejudice to any special rights attached to any issued shares, any share may be issued with such rights or restrictions as the Company may by an Ordinary Resolution determine. The authorised share capital of the Company is as specified in the Memorandum of Association of the Company. No share issued by the Company shall have a nominal value.
(b) The Board of Directors shall have the exclusive authority to issue shares, securities or other instruments convertible into shares, and to grant options to acquire shares or otherwise dispose of shares, to such Persons and on such terms and conditions as the Board of Directors may determine, subject to, but without any obligation to obtain the same, any prior Ordinary Resolution under Article 2(a) hereof. Without derogating from the foregoing, the Board of Directors may issue from time to time, out of the authorized but un-issued share capital of the Company, shares in one or more classes or series, with such preferences, limitations and relative rights as stated in the resolution or resolutions of the Board of Directors providing for the issuance of such classes or series of shares, as determined by the Board of Directors subject to the provisions of these Articles.
(c) Subject to any special rights attached to any series or class of share capital of the Company, the Company may on such terms and in such manner as may be determined by an Ordinary Resolution (unless a Special Resolution is required under the provisions of the Law):
(i) increase its authorized share capital where its authorized share capital is subject to an upper limit, whether or not all of the shares then authorized have been issued and whether or not all of the shares theretofore issued have been called up for payment. Such resolution shall set forth the amount of the increase, the number of the new shares created thereby, and may also provide for the rights, preferences or deferred rights that shall be attached to the newly created shares and the restrictions to which such shares shall be subject;
(ii) consolidate all or any of its issued or unissued share capital;;
 
11

(iii) subdivide all or any of its issued or unissued share capital, provided , however , that the proportion between the amount paid and the amount unpaid on each share which is not fully paid-up shall be retained in the subdivision;
(iv) cancel any shares which, as at the date of the adoption of the resolution, have not been issued or agreed to be issued, and thereby reduce the amount of its authorized share capital where its authorized share capital is subject to an upper limit ; and
(v) reduce its authorized share capital in any manner whatsoever.
3. The Company may exercise the powers of paying commissions conferred by the Law. Subject to the provisions of the Law, any such commission may be satisfied by the payment of cash or by the issuance of fully or partly paid shares of partly in one way and partly in the other.
4. Except as required by law, no Person shall be recognized by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognize any interest in any share except an absolute right to the entirety thereof in the holder.
RIGHTS ATTACHED TO SHARES
5. General . Unless otherwise stipulated in these Articles, the same rights, obligations and restrictions shall attach to all shares, including the Preferred Shares on an as-converted basis, regardless of their denomination or class. For the purposes of these Articles, any calculation relating to any of the rights attached to the Preferred Shares shall be made and determined on an as-converted basis.
5A Bennet Redeemable Ordinary Shares . The Bennet Redeemable Ordinary Shares may be redeemed at the option of the Company with the consent of the holder of such Bennet Redeemable Ordinary Shares at a price as may be determined by mutual agreement between the holder and the Company.
Upon the date of redemption of a Bennet Redeemable Ordinary Share:
(a) the holder of that Bennet Redeemable Ordinary Share shall cease to be entitled to any rights in respect of the Bennet Redeemable Ordinary Share other than the right to receive:
(i) the price for the Bennet Redeemable Ordinary Share; and
(ii) any dividend declared in respect of the Bennet Redeemable Ordinary Share prior to the date of redemption;
(b) the holder’s name shall be removed from the register of members with respect to the Bennet Redeemable Ordinary Share; and
(c) the Bennet Redeemable Ordinary Share shall be cancelled or become a treasury share.
 
12

(d) For the purpose of this Article, the date of redemption is the date when the redemption falls due.
In addition, subject to approval by Special Resolution and approval under Article 64(l) hereof, the Company may convert non-redeemable limited shares held by or on behalf of Bennet, Yoram Palti or any Affiliate thereof, whether issued or not, into limited shares that are to redeemed, or are liable to be redeemed, with the consent of the holder of such shares at a price as may be determined by mutual agreement between the holder and the Company. Upon the conversion of such shares, the provisions of Articles 5(A)(a) through (d) shall apply, mutatis mutandis .
6. Rights, Preferences, Privileges and Restrictions of Preferred Shares .
(a) Conversion . The holders of Preferred Shares shall have conversion rights as follows:
(i) Right to Convert . Subject to and upon compliance with the provisions of this Article 6 and subject to compliance with any required notification or expiration of any notice or waiting period under applicable laws or regulations,
(A) any holder of Series J Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series J Share held by such holder, plus declared and unpaid dividends thereon payable in Series J Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series J Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series J Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series J Shares shall be equal to the Original Issue Price of the Series J Shares, divided by the Ordinary Share Split Factor. Such initial Series J Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series J Share is convertible) as hereinafter provided.
(B) any holder of Series I Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series I Share held by such holder, plus declared and unpaid dividends thereon payable in Series I Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series I Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series I Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series I Shares shall be equal to the Original Issue Price of the Series I Shares, divided by the Ordinary Share Split Factor. Such initial Series I Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series I Share is convertible) as hereinafter provided.
 
13

(C) any holder of Series H Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series H Share held by such holder, plus declared and unpaid dividends thereon payable in Series H Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series H Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series H Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series H Shares shall be equal to the applicable Original Issue Price of the Series H Shares, divided by the Ordinary Share Split Factor. Such initial Series H Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series H Share is convertible) as hereinafter provided.
(D) any holder of Series G Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series G Share held by such holder, plus declared and unpaid dividends thereon payable in Series G Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series G Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series G Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series G Shares shall be equal to the Original Issue Price of the Series G Shares, divided by the Ordinary Share Split Factor. Such initial Series G Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series G Share is convertible) as hereinafter provided.
(E) any holder of Series F Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series F Share held by such holder, plus declared and unpaid dividends thereon payable in Series F Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series F Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series F Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series F Shares shall be equal to the Original Issue Price of the Series F Shares, divided by the Ordinary Share Split Factor. Such initial Series F Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series F Share is convertible) as hereinafter provided.
(F) any holder of Series E Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series E Share held by such holder, plus declared and unpaid dividends thereon payable in Series E Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series E Conversion Price, by surrendering the certificate or certificates
 
14

representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series E Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series E Shares shall be equal to the Original Issue Price of the Series E Shares, divided by the Ordinary Share Split Factor. Such initial Series E Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series E Share is convertible) as hereinafter provided.
(G) any holder of Series D Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series D Share held by such holder, plus declared and unpaid dividends thereon payable in Series D Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series D Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series D Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series D Shares shall be equal to the Original Issue Price of the Series D Shares, divided by the Ordinary Share Split Factor. Such initial Series D Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series D Share is convertible) as hereinafter provided.
(H) any holder of Series C Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series C Share held by such holder, plus declared and unpaid dividends thereon payable in Series C Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series C Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series C Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series C Shares shall be equal to the Original Issue Price of the Series C Shares, divided by the Ordinary Share Split Factor. Such initial Series C Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series C Share is convertible) as hereinafter provided.
(I) any holder of Series B Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series B Share held by such holder, plus declared and unpaid dividends thereon payable in Series B Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series B Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series B Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series B Shares shall be equal to the Original Issue Price of the Series B Shares, divided by the Ordinary Share Split Factor. Such initial Series B Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series B Share is convertible) as hereinafter provided.
 
15

(J) any holder of Series A Shares shall have the right, at such holder’s option, at any time (and from time to time) to convert each Series A Share held by such holder, plus declared and unpaid dividends thereon payable in Series A Shares, into that number of fully paid and non-assessable shares of Ordinary Shares (calculated as to each conversion to the nearest 1/100th of a share) as is determined by dividing the Original Issue Price of such Preferred Shares by the Series A Conversion Price, by surrendering the certificate or certificates representing shares to be converted in the manner provided in Section 6(a)(iii) hereof. The “ Series A Conversion Price ” at which shares of Ordinary Shares shall be deliverable upon conversion of shares of Series A Shares shall be equal to the Original Issue Price of the Series A Shares, divided by the Ordinary Share Split Factor. Such initial Series A Conversion Price shall be subject to further adjustment (in order to adjust the number of shares of Ordinary Shares into which each Series A Share is convertible) as hereinafter provided.
(ii) Automatic Conversion .
(A) Upon the vote of the holders of a majority of the Series J Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series J Share, plus declared and unpaid dividends thereon payable in additional Series J Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series J Conversion Price then in effect.
(B) Upon the vote of the holders of a majority of the Series I Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series I Share, plus declared and unpaid dividends thereon payable in additional Series I Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series I Conversion Price then in effect.
(C) Upon the vote of the holders of a majority of the Series H Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series H Share, plus declared and unpaid dividends thereon payable in additional Series H Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series H Conversion Price then in effect.
(D) Upon the vote of the holders of a majority of the Series G Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series G Share, plus declared and unpaid dividends thereon payable in additional Series G Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series G Conversion Price then in effect.
(E) Upon the vote of the holders of at least 66.67% of the Series F Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series F Share, plus declared and unpaid dividends thereon payable in additional Series F Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series F Conversion Price then in effect.
 
16

(F) Upon the vote of the holders of at least 66.67% of the Series E Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series E Share, plus declared and unpaid dividends thereon payable in additional Series E Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series E Conversion Price then in effect.
(G) Upon the vote of the holders of at least 66.67% of the Series D Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series D Share, plus declared and unpaid dividends thereon payable in additional Series D Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series D Conversion Price then in effect.
(H) Upon the vote of the holders of at least 66.67% of the Series C Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series C Share, plus declared and unpaid dividends thereon payable in additional Series C Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series C Conversion Price then in effect.
(I) Upon the vote of the holders of at least 66.67% of the Series B Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series B Share, plus declared and unpaid dividends thereon payable in additional Series B Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series B Conversion Price then in effect.
(J) Upon the vote of the holders of at least 66.67% of the Series A Shares or the consummation of a Qualified Initial Public Offering, whichever is earlier to occur, each Series A Share, plus declared and unpaid dividends thereon payable in additional Series A Shares, shall automatically be converted into fully paid and non-assessable Ordinary Shares at the Series A Conversion Price then in effect.
(iii) Mechanics of Conversion .
(A) Each conversion of any class or series of share capital of the Company into another class or series of share capital of the Company shall be effected by the surrender of the certificate(s) evidencing the shares of the class or series to be converted (the “ Converting Shares ”) at the principal office of the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of such class of share capital) at any time during its usual business hours on a Business Day, together with written notice by the holder of such Converting Shares, (i) stating that the holder desires to convert the Converting Shares or a specified number of such Converting Shares, evidenced by such certificate(s), plus declared and unpaid dividends thereon, into shares of the class into which such shares may be converted (the “ Converted Shares ”), and (ii) giving the name(s) (with addresses) and denominations in which the certificate(s) evidencing the Converted Shares shall be issued, and instructions for the delivery thereof; provided , however , that if a conversion of any Preferred Shares is made pursuant to Section 6(a)(ii) above, then the conversion shall be deemed to have taken place regardless of whether a notice of conversion has been given or the
 
17

certificates representing such shares have been tendered to the Company, but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares into which the Preferred Shares were converted and the right to receive, subject to the surrender of the certificates evidencing the Preferred Shares, a certificate for such Ordinary Shares and provided , further , that any Person not tendering the certificates representing the Preferred Shares upon their conversion shall deliver to the Company an affidavit of loss and indemnity, in form and substance reasonably satisfactory to the Company, pursuant to which, among other things, such Person shall agree to indemnify and hold the Company harmless from and against all losses, damages and liabilities arising from or by reason of the failure of such Person to surrender such certificates.
(B) If the Converted Shares are to be issued in the name of a Person other than the registered holder of the Converting Shares, the holder of the Converting Shares shall be subject to any transfer restrictions applicable to any class or series of share capital of the Company set forth in these Articles or any other agreement by which such holder is bound and shall provide with such notice an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is exempt from the registration requirements of the Securities Act and applicable securities laws in Jersey, Israel and the United States; provided , however , that the holder of the Converting Shares shall pay all transfer taxes payable with respect to such transfer.
(C) Upon receipt of the notice described in subsection 6(a)(iii)(A), together with the certificate(s) evidencing the Converting Shares, the Company shall be obligated to, and shall, issue and deliver in accordance with such instructions and without charge to the holder of the Converting Shares, the certificate(s) evidencing the Converted Shares issuable upon such conversion and a certificate (which shall contain such legends, if any, as were set forth on the surrendered certificate(s)) representing any shares which were represented by the certificate(s) surrendered to the Company in connection with such conversion but which were not Converting Shares and, therefore, were not converted. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which such certificate(s) shall have been surrendered and such written notice shall have been received by the Company, and at such time the rights of the holder of such Converting Shares as such holder shall cease, and the Person(s) in whose name or names any certificate(s) evidencing the Converted Shares are to be issued upon such conversion shall be deemed to have become the holder(s) of record of the Converted Shares.
(D) Upon the issuance of the Converted Shares in accordance with this Section 6(a)(iii), such shares shall be deemed to be duly authorized, validly issued, fully paid (provided that the Preferred Shares underlying such Converted Shares have been fully paid) and non-assessable.
(E) If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion as permitted herein, be conditioned upon the closing of such underwritten sale of securities pursuant to such offering in which event the Person(s) entitled to receive the shares issuable upon such conversion shall not be deemed to have converted such shares until immediately prior to the closing of such sale of securities.
 
18

(iv) Anti-Dilution Provisions and Adjustments to Conversion Price .
(A) Special Definitions . For purposes of this Section 6(a)(iv), the following definitions shall apply:
(1) “ Additional Ordinary Shares ” means all Ordinary Shares issued (or, pursuant to subsection 6(a)(iv)(B), deemed to be issued) by the Company after the Original Issue Date, other than:
a. Ordinary Shares issued upon any subdivision or combination of shares of Ordinary Shares (including the subdivision of Ordinary Shares effected in connection with the adoption of these Articles);
b. Preferred Shares or other securities issued as a stock dividend or paid as interest to holders of Preferred Shares or upon any subdivision or combination of shares of Preferred Shares;
c. Series D Shares or other securities issued pursuant to the Series D Subscription Agreement;
d. Series E Shares or other securities issued pursuant to the Series E Subscription Agreement;
e. Series F Shares issued pursuant to the Series F Subscription Agreement;
f. Series G Shares issued pursuant to the Series G Subscription Agreement;
g. Series H Shares issued pursuant to the Series H Subscription Agreements or upon exercise of the Series H Warrants;
h. Series I Shares issued pursuant to the Series I Subscription Agreements;
i. Series J Shares issued pursuant to the Series J Subscription Agreement;
j. Ordinary Shares issued pursuant to the Settlement Agreement, the TRDF Option, and Ordinary Shares issued upon exercise of the TRDF Option;
k. the issuance of any Ordinary Shares upon conversion of Preferred Shares or of Ordinary Share Equivalents upon payment of a dividend or distribution or as bonus shares to all the holders of the Company’s share capital on an as-converted basis;
 
19

l. options or warrants to purchase Ordinary Shares approved by the Board of Directors or a committee thereof and issued in connection with grants to employees, directors or consultants of the Company pursuant to a stock option plan or similar compensation arrangement adopted by the Board of Directors and any shares issued upon exercise of such options or warrants, up to the aggregate number of Ordinary Shares reserved for issuance upon the exercise of such options or warrants, as set forth in the capitalization table attached as Schedule 3.2 to the Series J Subscription Agreement (the “ Authorized Option Pool ”), and any shares issued upon exercise of such options or warrants, except that holders of a majority of the Preferred Shares (voting together as one class, on an as converted basis) may, in their sole discretion, consent to the issuance of options and warrants in addition to the Authorized Option Pool without such options and warrants being considered Additional Ordinary Shares;
m. Ordinary Shares sold by the Company in the Initial Public Offering; or
n. Ordinary Shares issued upon the exercise of warrants and options (other than warrants and options referred to in clause (i) above) granted to holders of Series E Shares, holders of Series D Shares, holders of Series C Shares and holders of Series B Shares to purchase shares of Ordinary Shares, as set forth in the capitalization table attached as Schedule 3.2 to the Series J Subscription Agreement.
(2) “ Convertible Securities ” means any evidence of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.
(3) “ Options ” means any and all rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities, whether currently exercisable, subject to vesting or forfeiture or otherwise subject to conditions.
(4) “ Ordinary Shares Deemed Outstanding ” means as of any time of determination, the sum of (x) the number of Ordinary Shares actually outstanding at such time, plus (y) to the extent not otherwise included in clause (x), the number of Ordinary Shares issuable at such time upon conversion of Preferred Shares and any other Convertible Securities then outstanding plus the number of Ordinary Shares issuable at any time upon the exercise of all then outstanding Options.
(5) “ Original Issue Date ” means (i) as applied to Series A Shares and the Series B Shares, April 26, 2004, (ii) as applied to Series C Shares, October 11, 2005, (iii) as applied to Series D Shares, May 8, 2006, (iv) as applied to the Series E Shares, July 31, 2007, (v) as applied to the Series F Shares, April 2, 2009, (vi) as applied to the Series G Shares, the Closing Date
 
20

(as defined in the Series G Subscription Agreement), (vii) as applied to the Series H Shares issued pursuant to the Series H Subscription Agreements, the Closing Date (as defined in the Series H Convertible Preferred Shares Subscription Agreement, dated as of February 16, 2012, by and between the Company and the investors listed therein), (viii) as applied to the Series H Shares issued upon exercise of the Series H Warrants, January 28, 2013, (ix) as applied to the Series I Shares, the First Closing Date (as defined in the Series I Convertible Preferred Shares Subscription Agreement, dated as of May 17, 2013), and (x) as applied to the Series J Shares, the Closing Date (as defined in the Series J Convertible Preferred Shares Subscription Agreement).
(B) Deemed Issue of Additional Ordinary Shares . In the event the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein designed to protect against dilution) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Ordinary Shares (unless such Ordinary Shares issuable pursuant to such Options or Convertible Securities are excluded from the definition of Additional Ordinary Shares by any subpart of subsection 6(a)(iv)(A)(1)), issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Ordinary Shares shall not be deemed to have been issued unless the consideration per share (determined pursuant to subsection 6(a)(iv)(E) hereof) of such Additional Ordinary Shares would be less than the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, the Series I Conversion Price or the Series J Conversion Price, as the case may be, in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Ordinary Shares are deemed to be issued:
(1) no further adjustments in the Conversion Price of any series of Preferred Shares shall be made upon the subsequent issue of Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities;
(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or decrease or increase in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof (including any such increase or decrease under or by reason of provisions designed to protect against dilution), the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, the Series I Conversion Price and/or the Series J Conversion Price, as the case may be, computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such
 
21

increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities ( provided , however , that no such adjustment of a Conversion Price shall affect shares of Ordinary Shares previously issued upon conversion of any Preferred Shares) (it being further acknowledged and agreed that the provisions of this subsection 6(a)(iv)(B)(2) shall apply mutatis mutandis if the terms of any Option or Convertible Security (other than an Option or Convertible Security that is excluded from the definition of Additional Ordinary Shares by any subpart of subsection 6(a)(iv)(A)(1)) which did not result in an adjustment to a Conversion Price pursuant to the terms of subsection 6(a)(iv)(C) are adjusted after the applicable Original Issue Date to provide for either (1) any increase in the number of Ordinary Shares issuable upon the exercise, conversion or exchange thereof or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange (except that such Option or Convertible Security, as so amended or adjusted, and the Additional Ordinary Shares subject thereto (determined in the manner provided in Section 6(a)(iv)(B)(1) hereof shall be deemed to have been issued effective upon such increase or decrease becoming effective));
(3) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, the Series I Conversion Price and/or the Series J Conversion Price, as the case may be, computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:
a. in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Ordinary Shares issued were the Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange ( provided , however , that no such adjustment of a Conversion Price shall affect shares of Ordinary Shares previously issued upon conversion of any shares of Preferred Shares), and
b. in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Ordinary Shares deemed to have been then issued was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (determined pursuant to subsection 6(a)(iv)(E) hereof) upon the issue of the Convertible Securities with respect to which such Options were actually exercised ( provided , however , that no such adjustment of a Conversion Price shall affect Ordinary Shares previously issued upon conversion of any series or class of Preferred Shares);
 
22

(4) no recomputation pursuant to clause (2) or (3) above shall have the effect of increasing a Conversion Price to an amount which exceeds the lower of (a) the applicable Conversion Price on the original adjustment date (immediately prior to such adjustment), or (b) the applicable Conversion Price as adjusted between the original adjustment date and such recomputation date as a result of any other issuance of Additional Ordinary Shares between the original adjustment date and such recomputation date; and
(5) in the case of any Options which expire by their terms not more than 90 days after the date of issue thereof, no adjustment of a Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the same manner provided in clause (3) above.
(C) Adjustments of Conversion Price Upon Issuance of Additional Ordinary Shares . In the event the Company shall, at any time or from time to time prior to a Change of Control or an Initial Public Offering while any of the Preferred Shares are outstanding, sell or issue Additional Ordinary Shares, including Additional Ordinary Shares deemed to be issued pursuant to Section 6(a)(iv)(B) hereof, for no consideration or at a purchase price per Ordinary Share less than the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, Series I Conversion Price or the Series J Conversion Price, as the case may be, in effect on the date of and immediately prior to such sale or issuance of such Additional Ordinary Shares (the “ Dilutive Issuance ”), then, and in such event, such Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price, Series E Conversion Price, Series F Conversion Price, Series G Conversion Price, Series H Conversion Price, Series I Conversion Price or Series J Conversion Price, as the case may be, shall be reduced, concurrently with such sale or issuance, in order to increase the number of Ordinary Shares into which the shares of such class of Preferred Shares are convertible, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction (x) the numerator of which shall be (A) the number of shares of Ordinary Shares Deemed Outstanding immediately before such sale or issuance of Additional Ordinary Shares and, with respect to the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares, the Series F Shares, the Series G Shares, the Series H Shares, the Series I Shares and the Series J Shares, after giving effect to any adjustment to the Series A Conversion Price pursuant to this Article 6(a)(iv)(C), plus (B) the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of Additional Ordinary Shares so issued would purchase at such Conversion Price, and (y) the denominator of which shall be (A) the number of Ordinary Shares Deemed Outstanding immediately before such sale or issuance of Additional Ordinary Shares and, with respect to the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares, the Series F Shares, the Series G Shares, the Series H Shares, the Series I Shares and the Series J Shares, after giving effect to any adjustment to the Series A Conversion Price pursuant to this
 
23

Article 6(a)(iv)(C), plus the number of Additional Ordinary Shares so issued, as expressed by the following equation:
P* = P × N+np/P
               N+n
Where:
N = the number of shares of Ordinary Shares Deemed Outstanding immediately prior the Dilutive Issuance and, with respect to the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares, the Series F Shares, the Series G Shares, the Series H Shares, the Series I Shares and the Series J Shares, after giving effect to any adjustment to the Series A Conversion Price pursuant to this Article 6(a)(iv)(C);
P = the Series A Conversion Price, the Series B Conversion Price the Series C Conversion Price, the Series D Conversion Price, the Series E Conversion Price, the Series F Conversion Price, the Series G Conversion Price, the Series H Conversion Price, the Series I Conversion Price or the Series J Conversion Price, as the case may be, immediately prior to the Dilutive Issuance;
P* = the new Series A Conversion Price, the new Series B Conversion Price, the new Series C Conversion Price, the new Series D Conversion Price, the new Series E Conversion Price, the new Series F Conversion Price, the new Series G Conversion Price, the new Series H Conversion Price, the new Series I Conversion Price or the new Series J Conversion Price, as the case may be, immediately after the Dilutive Issuance;
n = the number of Additional Ordinary Shares issued in the Dilutive Issuance; and
p = the price per share in the Dilutive Issuance.
(D) Reserved.
(E) Determination of Consideration . For purposes of this subsection 6(a)(iv), the consideration received by the Company for the issue of any Additional Ordinary Shares shall be computed as follows:
(1) Cash and Property . Such consideration shall:
a. insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends;
b. insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and
 
24

c. in the event Additional Ordinary Shares are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses a. and b. above, as determined in good faith by the Board of Directors.
(2) Options and Convertible Securities . The consideration per share received by the Company for Additional Ordinary Shares deemed to have been issued pursuant to subsection 6(a)(iv)(B) hereof, relating to Options and Convertible Securities, shall be determined by dividing:
a. the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein designed to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of all such Convertible Securities, or in the case of Options for Convertible Securities, the exercise in full of such Options for Convertible Securities and the conversion or exchange of all such Convertible Securities, by
b. the number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein designed to protect against dilution) issuable upon the exercise of such Options or conversion or exchange of such Convertible Securities.
(F) Adjustments for Share Dividends, Subdivisions, Combinations or Consolidation of Ordinary Shares . In the event the Company shall, at any time or from time to time while any of the Preferred Shares are outstanding, (i) pay a dividend or make a distribution in respect of Ordinary Shares in shares of Ordinary Shares, or (ii) subdivide, split, consolidate or combine the outstanding Ordinary Shares into a greater or lesser number of shares, in each case whether by reclassification of shares, recapitalization of the Company, or otherwise, then, in such event, the Conversion Price of each series or class of Preferred Shares in effect immediately prior to such dividend, subdivision, split, consolidation or combination (or, as of the record date fixed for such transactions, if any) shall be adjusted by multiplying the Conversion Price of each series or class of Preferred Shares in effect immediately before such event (or such record date) by a fraction, the numerator of which is the number of shares of Ordinary Shares Deemed Outstanding immediately before such event, and the denominator of which is the number of shares of Ordinary Shares Deemed Outstanding immediately after such event (rounded to the nearest whole cent). For the avoidance of doubt, the Conversion Prices set forth in these Articles have already been adjusted to reflect the subdivision of Ordinary Shares effected in connection with the adoption of these Articles, so this Section 6(a)(iv)(F) shall not apply to such subdivision; however, the Conversion Prices remain subject to further adjustment for any other event as provided for in these Articles.
(G) Adjustments for Other Distributions . In the event the Company shall declare a distribution payable in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends) or options or rights
 
25

not referred to in Section 6(a)(iv)(E), the holders of the Preferred Shares shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of Ordinary Shares into which their Preferred Shares are convertible as of the record date fixed for the determination of the holders of Ordinary Shares entitled to receive such distribution or, if no such record date is fixed, as of the date such distribution is made.
(H) Recapitalizations . If at any time or from time to time there shall be a recapitalization of or a change in the Ordinary Shares in a manner not otherwise addressed in these Articles, provision shall be made so that the holders of Preferred Shares shall thereafter be entitled to receive upon conversion of the Preferred Shares the number of shares of stock or other securities or property of the Company to which a holder of Ordinary Shares would have been entitled on recapitalization.
(I) No Impairment . The Company will not, by amendment of these Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6(a)(iv) and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Shares against impairment.
(v) Fractional Shares . No fractional shares or securities representing fractional shares of Ordinary Shares shall be issued upon conversion of Preferred Shares. Any fractional interest in an Ordinary Share resulting from conversion of a Preferred Share shall be rounded down to the nearest whole number of Ordinary Shares. For purposes of clarification, if more than one Preferred Share shall be converted at the same time by the same holder, the number of full Ordinary Shares that shall be issuable upon such conversion shall be computed on the basis of the aggregate number of Preferred Shares so presented for conversion.
(vi) Certificate as to Adjustments . Whenever an adjustment to the Conversion Price or the number of Ordinary Shares into which each Preferred Share can be converted is required pursuant to Section 6(a)(iv), the Company shall forthwith place on file with the transfer agent for the Ordinary Shares, if any, and with the Treasurer (or Chief Financial Officer) of the Company, a certificate signed by the Treasurer (or Chief Financial Officer) or Assistant Treasurer of the Company stating the adjusted number of Ordinary Shares into which each Preferred Share can be converted or the Conversion Price of each class or series of Preferred Shares determined as provided herein. Such certificate shall set forth in reasonable detail such facts as shall be necessary to show the reason and the manner of computing such adjustment, including any determination of fair market value involved in such computation. Within forty-five (45) days after each adjustment to the number of Ordinary Shares into which each Preferred Share can be converted or the Conversion Price thereof, the Company shall mail a notice thereof and of the then prevailing number of Ordinary Shares into which each Preferred Share can be converted and the Conversion Price of each class or series of Preferred Shares to each holder of Preferred Shares.
 
26

(vii) Sufficient Authorized Number of Ordinary Shares . The Company shall at all times reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the conversion of Preferred Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect the conversion of all then outstanding Preferred Shares. The Company shall, from time to time, subject to and in accordance with these Articles and applicable law, increase the number of authorized Ordinary Shares if at any time the number of authorized Ordinary Shares remaining unissued shall not be sufficient to permit the conversion at such time of all then outstanding Preferred Shares.
(b) Voting Rights . Holders of Qualified Preferred Shares shall have the voting rights set forth in Article 64 hereof. Holders of Series F Shares that do not hold shares of another series of Preferred Shares shall also have the voting rights set forth in Article 122(b) hereof.
(c) Dividends . Holders of Series J Shares, Series I Shares, Series H Shares, Series G Shares, Series F Shares, Series E Shares, Series D Shares, Series C Shares, Series B Shares and Series A Shares shall have preference with respect to dividends and distributions as set forth in Article 98 hereof.
(d) Liquidation Preference . Holders of Series J Shares, Series I Shares, Series H Shares, Series G Shares, Series F Shares, Series E Shares, Series D Shares, Series C Shares, Series B Shares and Series A Shares shall have liquidation preference as set forth in Article 116 hereof.
7. Right of First Offer .
(a) Except as otherwise set forth in these Articles or the Investors Rights Agreement, at any time prior to a Change of Control or the Initial Public Offering, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Ordinary Shares, (ii) any other share capital or other equity securities of the Company or equity-linked securities, including, without limitation, Preferred Shares, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any share capital or other equity securities of the Company, or (iv) any debt or other securities directly or indirectly convertible into share capital or other equity securities of the Company (collectively, the “ Offered Securities ”), unless in each such case the Company shall have first complied with this Article 7. The Company shall deliver to each holder of Series B Shares, each holder of Series F Shares, each holder of Series G Shares, each holder of Series H Shares, each holder of Series I Shares, each holder of Series J Shares, each Qualified Shareholder and TRDF (each, a “ Qualified Purchaser ” and collectively, the “ Qualified Purchasers ”) a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the “ Issuance Offer ”), which Issuance Offer shall, in reasonable detail, (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with each such Qualified Purchaser any or all such Offered Securities in accordance with their respective Proportionate Share.
 
27

(b) To accept an Issuance Offer, in whole or in part, a Qualified Purchaser must deliver a written notice to the Company within ten (10) Business Days after receipt of the Issuance Offer (a “ Notice of Acceptance ”), setting forth the portion of the Offered Securities that such holder elects to purchase not to exceed such Qualified Purchaser’s Proportionate Share of the Offered Securities.
(c) The Company shall have sixty (60) days from the expiration of the Issuance Offer set forth in subsection 7(b) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Qualified Purchasers (the “ Refused Securities ”), but only to the offerees or shareholders described in the Issuance Offer (if so described therein), on the same financial and economic terms as those set forth in the Issuance Offer and upon other terms and conditions that are not more favorable, in the aggregate, to the acquiring Person or Persons or less favorable to the Company than those set forth in the Issuance Offer.
(d) Upon the earliest of (i) the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, (ii) sixty (60) days from the expiration of the Issuance Offer, or (iii) ten (10) Business Days after receipt by the Company of Notices of Acceptance with respect to all the Offered Securities, the Qualified Purchasers shall acquire from the Company, and the Company shall issue to the Qualified Purchasers the number or amount of Offered Securities specified in the Notices of Acceptance upon the terms and conditions specified in the Issuance Offer. The purchase by the Qualified Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company, on the one hand, and the Qualified Purchasers, on the other hand, of a purchase agreement relating to such Offered Securities reflecting the terms specified in the Issuance Offer and reasonably satisfactory in form and substance to the Qualified Purchasers and their respective counsel and the receipt of any required regulatory approvals.
(e) Any Offered Securities not acquired by the Qualified Purchasers or other Persons in accordance with this Section 7 may not be issued, sold or exchanged until they are again offered to the shareholders under the procedures specified in this Section 7.
(f) The term “ Offered Securities ” shall not include:
(i) Ordinary Shares issued upon any subdivision or combination of shares of Ordinary Shares (including the subdivision of Ordinary Shares effected in connection with the adoption of these Articles);
(ii) Preferred Shares or other securities issued as a stock dividend or paid as interest to holders of Preferred Shares or upon any subdivision or combination of shares of Preferred Shares;
(iii) Series D Shares or other securities issued pursuant to the Series D Subscription Agreement;
 
28

(iv) Series E Shares or other securities issued pursuant to the Series E Subscription Agreement;
(v) Series F Shares issued pursuant to the Series F Subscription Agreement;
(vi) Series G Shares issued pursuant to the Series G Subscription Agreement;
(vii) Series H Shares issued pursuant to the Series H Subscription Agreements or upon the exercise of the Series H Warrants;
(viii) Series I Shares issued pursuant to the Series I Subscription Agreements;
(ix) Series J Shares issued pursuant to the Series J Subscription Agreement;
(x) Ordinary Shares issued pursuant to the Settlement Agreement, the TRDF Option, and Ordinary Shares issued upon exercise of the TRDF Option;
(xi) the issuance of any Ordinary Shares upon conversion of Preferred Shares or of Ordinary Share Equivalents upon payment of a dividend or distribution or as bonus shares to all the holders of the Company’s share capital on an as converted basis;
(xii) options or warrants to purchase Ordinary Shares that are included in the Authorized Option Pool, and any shares issued upon exercise of such options or warrants, except that holders of a majority of the Preferred Shares (voting together as one class, on an as converted basis) may, in their sole discretion, consent to the issuance of options and warrants in addition to the Authorized Option Pool without such options and warrants being considered Offered Securities;
(xiii) Ordinary Shares sold by the Company in a public offering pursuant to a registration statement filed under the Securities Act;
(xiv) Ordinary Shares issued upon the exercise of warrants and options (other than warrants and options referred to in clause (vii) above) granted to the holders of Series E Shares, holders of Series D Shares, holders of Series C Shares and holders of Series B Shares, as set forth in the capitalization table attached as Schedule 3.2 to the Series J Subscription Agreement; or
(xv) any securities issued upon exercise or conversion of any other securities, provided that the preemptive rights provided herein applied with respect to the initial sale or issuance of such other securities or such other securities are specifically excluded from the definition of Offered Securities pursuant to this Article 7(f).
(g) The requirements contained in this Article 7 may be waived in whole or in part, for and on behalf of all or any Qualified Purchasers, by the vote of each of the holders of a majority of the Series B Shares, holders of a majority of the Series F Shares and holders of a majority of the outstanding share capital of the Company held by the Qualified Shareholders
 
29

voting as a single class (excluding for these purposes the holders of Series B Shares, the holders of Series F Shares, the holders of Series G Shares, the holders of Series H Shares, the holders of Series I Shares and the holders of Series J Shares); provided , however , that (i) the rights under this Article 7 in respect of the Series I Shares may only be waived, in whole or in part, by the vote of the holders of a majority of the Series I Shares voting as a single class, (ii) the rights under this Article 7 in respect of the Series J Shares may only be waived, in whole or in part, by the vote of the holders of a majority of the Series J Shares voting as a single class and (iii) the rights of TRDF under this Article 7 shall not be amended, supplemented, waived or terminated in a manner which derogates from TRDF’s rights, without correspondingly derogating from the rights of all other shareholders of the Company having rights under this Article 7, without the prior written consent of TRDF. The rights of any Qualified Purchaser under this Article 7 may be assigned to any Affiliate of such Qualified Purchaser.
SHARE CERTIFICATES
8. Every member, upon becoming the holder of any shares, shall be entitled without payment to receive one or more certificate(s) for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding). Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several Persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
9. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed or evidenced on such terms (if any) as to evidence, indemnity and payment of the expenses reasonably incurred by the Company in connection with such process, as the Board of Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery of the old certificate.
LIEN
10. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount payable in respect of it.
11. The Company may sell in such manner as the Board of Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been given to the holder of the share or to the Person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
12. To give effect to a sale the Board of Directors may authorize some Person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by an irregularity in or invalidity of the proceedings in reference to the sale.
 
30

13. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the Person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
14. Subject to the terms of issuance, the Board of Directors may make calls upon the members in respect of any moneys unpaid on their shares and each member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by installments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A Person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.
15. A call shall be deemed to have been made at the time when the resolution of the Board of Directors authorizing the call was passed.
16. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
17. If a call remains unpaid after it has become due and payable, the Person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of issuance of the share in the notice of the call or at such rate not exceeding ten percent (10%) per annum as the Board of Directors may determine but the Board of Directors may waive payment of the interest wholly or in part.
18. An amount payable in respect of a share on issuance or at any fixed date shall be deemed to be a call and if it is not paid the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call. The Company may accept from a member the whole or a part of the amount remaining unpaid on shares held by him, although no part of that amount has been called up.
19. Subject to the terms of issuance, the Board of Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.
20. If a call remains unpaid after it has become due and payable the Board of Directors may give to the Person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
 
31

21. If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board of Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
22. Subject to the provisions of the Law, a forfeited share may be sold, re-issued or otherwise disposed of on such terms and in such manner as the Board of Directors determine either to the Person who was before the forfeiture the holder or to any other Person and at any time before sale, re-issuance or other disposition, the forfeiture may be cancelled on such terms as the Board of Directors think fit. Where, for the purposes of its disposal, a forfeited share is to be transferred to any Person, the Board of Directors may authorize some Person to execute an instrument of transfer of the share to that Person.
23. A Person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares, with interest at the rate at which interest was payable on those moneys before the forfeiture, or at such rate not exceeding ten percent (10%) per annum as the Board of Directors may determine, from the date of forfeiture until payment. The Board of Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
24. A declaration under oath by a director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all Persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the Person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture of disposal of the share.
TRANSFER OF SHARES
25. The instrument of transfer of a share may be in any usual form or in any other form which the Board of Directors may approve and shall be executed by or on behalf of the transferor and, unless the shares are fully paid, by or on behalf of the transferee.
26. The Board of Directors may refuse to register the transfer of a share which is not fully paid to a Person of whom they do not approve and they may refuse to register the transfer of a share on which the Company has a lien. They may also refuse to register a transfer unless the instrument of transfer is lodged at the office or at such other place as the Board of Directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Board of Directors may reasonably require to show the right of the transferor to make the transfer.
 
32

27. If the Board of Directors refuses to register a transfer of a share, they shall, within two months after the date on which the instrument of transfer was lodged with the Company, send to the transferor and the transferee notice of the refusal.
28. The registration of transfer of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding 30 days in any year) as the Board of Directors may determine.
29. No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.
30. The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Board of Directors refuses to register shall be returned to the Person lodging it when notice of the refusal is given.
31. The restrictions on transfer contained in these Articles are in addition to, and not in limitation of, each other restriction on transfer contained in the Investors Rights Agreement or in any other agreement between the Company and any shareholder. In the event that a transfer is proposed to be made to a Person other than a shareholder or the Company, the Selling Shareholders (as defined below) shall notify such Person that the transfer is subject to these Articles and the Investors Rights Agreement and shall ensure that no transfer is consummated without compliance with these Articles and the Investors Rights Agreement.
32. Restrictions on Transfers . All transfers of shares of the Company, other than transfers to Permitted Transferees, shall be subject to the following limitations and restrictions:
(a) Right of First Refusal .
(i) Transfer Notice. Prior to any proposed transfer of Ordinary Share Equivalents by any Existing Shareholder or a group of Existing Shareholders acting in concert (the “ Selling Shareholder ”) to a third party that is not a Permitted Transferee (the “ Third-Party Purchaser ”), in a single transaction or series of related transactions, the Selling Shareholder shall first deliver written notice (the “ Transfer Notice ”) to the Company and each Qualified Purchaser that is not also a Selling Shareholder, which Transfer Notice shall specify in reasonable detail (i) the name and address of the Third-Party Purchaser; (ii) the number of shares of Ordinary Share Equivalents owned by the Selling Shareholder and proposed to be transferred (the “ Offer Shares ”); (iii) the proposed consideration per share for the Offer Shares (the “ Offer Price ”); and (iv) all other material terms and conditions of the proposed transfer (the “ Transfer Terms ”). The Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell to each Qualified Purchaser up to its Proportionate Share of the Offer Shares at the Offer Price and on the Transfer Terms. Within three (3) Business Days of its receipt of the Transfer Notice, the Company shall send a copy of such Notice to each Qualified Purchaser.
 
33

(ii) Right of First Refusal . Within ten (10) Business Days following receipt of the Transfer Notice, each Qualified Purchaser shall have a right to purchase Offer Shares upon written notice to the Company and the Selling Shareholder setting forth the number of Offer Shares, if any, up to a number equal to the number of Offer Shares multiplied by such Qualified Purchaser’s Proportionate Share, that each such Qualified Purchaser is electing to purchase (such notification is hereinafter referred to as the “ Shareholder’s Acceptance ” and each Qualified Purchaser electing to purchase Offer Shares, an “ Accepting Shareholder ”). Any Qualified Purchaser not providing a Shareholder’s Acceptance to the Company and the Selling Shareholder within such period shall be deemed to have declined to purchase any of the Offer Shares. A Shareholder’s Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Shareholder the number of Offer Shares that such holder has elected to purchase pursuant to its Shareholder’s Acceptance and each such Accepting Shareholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Article 32(a)(iv) below.
(iii) Failure to Exercise Right of First Refusal; Closing of Sale to a Third-Party Purchaser . If the Accepting Shareholders do not elect to purchase any or all of the Offer Shares available for purchase under this Article 32(a) (any such Offer Shares, “ Remaining Offer Shares ”), the Selling Shareholder may, within a period of three months from the date of the Transfer Notice, subject to the provisions of Article 32(b), sell the Remaining Offer Shares to the proposed Third-Party Purchaser for cash at a price per share not less than the Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third-Party Purchaser than those specified in the Transfer Notice. If upon the consummation of any such sale, the Third-Party Purchaser of such Remaining Offer Shares would become a 1% Owner, such Third-Party Purchaser shall execute an agreement in form and substance reasonably satisfactory to the Company and the shareholders that are parties to the Investors Rights Agreement pursuant to which such Third-Party Purchaser agrees that the Remaining Offer Shares it acquired from the Selling Shareholder are subject to the provisions of the Investors Rights Agreement. If the Selling Shareholder does not complete the sale of the Remaining Offer Shares within such three-month period, the provisions of this Article 32(a) shall again apply, and no sale of such Remaining Offer Shares by the Selling Shareholder shall be made otherwise than in accordance with the terms of these Articles and the Investors Rights Agreement.
(iv) Closing of Sale to the Accepting Shareholders . The closing of purchases of Offer Shares by the Accepting Shareholders pursuant to this Article 32(a) shall take place no later than sixty (60) days after the date of the Transfer Notice, at 10:00 A.M. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) Business Days prior to such closing, the Company shall notify the Selling Shareholder(s) in writing of the names of purchasers and the portion of the Offer Shares to be purchased by each. At such closing, the Selling Shareholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offer Shares so purchased by such purchaser, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except as otherwise set forth in the agreements), and shall deliver to each purchaser a certificate or certificates representing the Offer Shares sold to such purchaser, in each case duly endorsed for transfer and any other documents necessary for transfer. Simultaneously with delivery of such certificates, each purchaser of the Offer Shares shall
 
34

deliver to the Selling Shareholder(s), by wire transfer of immediately available funds to such bank account as the Selling Shareholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offer Shares being acquired by such purchaser, in full payment of the purchase price of the Offer Shares purchased.
(v) Highest Offer Price . For the purposes of this Article 32(a) and Article 32(b) below, if the Third-Party Purchaser is acquiring Offer Shares in a series of related transactions, or in a single transaction or series of related transactions from multiple Selling Shareholders, (i) the Offer Price shall be the highest of the prices offered by the Third-Party Purchaser to any Selling Shareholder in any one of such transactions, and (ii) the Transfer Terms shall be those terms offered by any Third-Party Purchaser to any Selling Shareholder in any one of such transactions that are most favorable to the offeree.
(vi) Offer Price Not In Cash . Should the Offer Price be payable in property other than cash, publicly traded securities or evidences of indebtedness, the Accepting Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Selling Shareholder and the majority of the Accepting Shareholders cannot agree on such cash value within ten (10) days after the receipt of the Transfer Notice by such holder, the valuation shall be made by an appraiser of recognized standing selected by the Selling Shareholder and the Accepting Shareholders or, if they cannot agree on an appraiser within twenty (20) days after the receipt of the Transfer Notice by the Accepting Shareholders, the appraiser shall be selected by the American Arbitration Association, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Shareholder on the one hand, and the Accepting Shareholders, on the other hand, with the half of the cost borne by the Accepting Shareholders borne pro rata by each based on the number of shares such parties have committed to purchase pursuant to this Article 32(a). If the time for the closing of the Accepting Shareholders’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth Business Day after such valuation shall have been made pursuant to this subsection.
(vii) Assignment of Rights . The rights of any Qualified Purchaser under this Article 32(a) may be assigned to any Affiliate of such Qualified Purchaser.
(b) Right to Join in Sale (“Tag-Along”) .
(i) General . After giving effect to the provisions of Article 32(a), the proposed transfer of any Remaining Offer Shares by a Selling Shareholder to a Third-Party Purchaser shall be subject to the right of the holders of Series J Shares, holders of Series I Shares, holders of Series H Shares, holders of Series G Shares, holders of Series F Shares, holders of Series E Shares, holders of Series D Shares, holders of Series C Shares, holders of Series B Shares, any other Qualified Shareholders and TRDF (each, a “ Tag-Along Shareholder ” and collectively, the “ Tag-Along Shareholders ”) to participate in such transfer on a pro rata basis, as hereinafter provided.
 
35

(ii) Tag-Along . Each Tag-Along Shareholder, on a pari passu basis, shall have the right to require the Selling Shareholder to reduce the number of Remaining Offer Shares (the “ Tag-Along Shares ”) to be sold by him or it and to include in the sale to the Third-Party Purchaser, upon the terms set forth in the Transfer Notice, up to that number of Ordinary Share Equivalents held by each such Tag-Along Shareholder equal to the number of Tag-Along Shares multiplied by each such holder’s Proportionate Share. Each Tag-Along Shareholder wishing to exercise its tag-along rights provided herein, must deliver a written notice to that effect to the Selling Shareholder within ten (10) Business Days after the receipt of the Transfer Notice referred to in Article 32(a)(i) above. Such written notice shall specify the number of shares of Ordinary Share Equivalents such Tag-Along Shareholder wishes to sell. The failure of a Tag-Along Shareholder to send such written notice within such period shall be deemed to be a waiver of its tag-along rights under this Article 32(b).
(iii) Failure to Exercise Tag-Along Rights . If the Tag-Along Shareholders shall not exercise their respective tag-along rights, elect to exercise such rights with respect to a number of shares of Ordinary Share Equivalents which is less than the maximum number of shares of Ordinary Share Equivalents permitted to be sold by them pursuant to Article 32(b), or if they fail to close the sale of their respective Ordinary Share Equivalents to the Third-Party Purchaser for any reason, then the Selling Shareholder may sell to the Third-Party Purchaser that number of Tag-Along Shares that such Tag-Along Shareholders failed to sell to the Third-Party Purchaser without again complying with the procedures in this Article 32(b). The Selling Shareholder shall not transfer Remaining Offer Shares to a Third-Party Purchaser other than in the manner set forth in Article 32(a)(iii) above without again complying with the procedures in this Article 32(b).
(iv) Representations and Warranties in Tag-Along . In order to exercise their respective rights to participate in a transfer to a Third-Party Purchaser in accordance with this Article 32(b), each of the Tag-Along Shareholders must agree to make substantially the same representations, warranties, covenants and indemnities with respect to ownership and title to their shares and other similar agreements as the Selling Shareholder agrees to make in connection with the proposed transfer by him or it of Remaining Offer Shares to a Third-Party Purchaser.
(v) Failure to Comply with Tag-Along Rights . Any purported transfer subject to this Article 32(b) not made in compliance with its terms shall be void and shall not be consummated upon the books and records of the Company.
(c) Drag-Along .
(i) Drag-Along Rights . Pursuant to a bona fide transaction approved by the Board of Directors (an “ Approved Sale ”), and in the manner as set forth in this Article 32(c):
(A) a group of shareholders holding Ordinary Share Equivalents constituting more than 50% of the Voting Shares of the Company then outstanding shall have the right to require all other holders of shares of Ordinary Share Equivalents to sell such shares in connection with an offer by a Third-Party Purchaser to purchase all of the issued and outstanding Voting Shares of the Company, and
 
36

(B) a group of shareholders holding Ordinary Share Equivalents constituting more than 66 2/3% of the Voting Shares of the Company then outstanding shall have the right to require all other holders of shares of Ordinary Share Equivalents to sell such shares in connection with an offer by a Third-Party Purchaser to purchase more than 80% but less than all of the issued and outstanding Voting Shares of the Company, including the Voting Shares held by the holders of Series B Shares, provided , however , that each shareholder, shall be entitled to sell in such Approved Sale a number of Ordinary Share Equivalents equal to the aggregate number of Ordinary Share Equivalents the Third-Party Purchaser is offering to purchase hereunder multiplied by each such shareholder’s proportionate share (each of the rights provided under Article 32(c)(i)(A) and (B), a “ Drag-Along Right ” and the shareholders exercising such rights, the “ Majority Shareholders ”).
(ii) Exercise of Drag-Along Rights . The Drag-Along Rights provided in Article 32(c)(i) shall be exercised upon fifteen (15) days’ prior written notice (a “ Drag-Along Notice ”) by the Majority Shareholders to the other holders of shares of Ordinary Share Equivalents (each, a “ Drag-Along Shareholder ”), requiring the Drag-Along Shareholders to sell, and each Drag-Along Shareholder shall, if so required, sell, their shares of Ordinary Share Equivalents (or, in the case set forth in Article 32(c)(i)(B), their respective proportionate shares of the shares sold in the Approved Sale) to such Third-Party Purchaser upon the same terms and conditions as the Majority Shareholders. Each Drag-Along Notice shall describe in reasonable detail the proposed terms of the proposed Approved Sale, including, without limitation, (i) the name and address of the Third-Party Purchaser, (ii) the proposed amount and form of consideration to be paid by the Third-Party Purchaser to the Majority Shareholders, (iii) the number of Ordinary Share Equivalents the Third-party Purchaser is offering to purchase, and (iv) any other material terms or conditions (including the proposed place and date of consummation) of such proposed Approved Sale, and shall include a statement to the effect that the proposed Third-Party Purchaser has been informed of the Drag-Along Right.
(iii) If the Approved Sale is structured as (i) a merger or consolidation, each Drag-Along Shareholder shall be deemed to have irrevocably waived any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation (to the extent such waiver is permitted by the Law) and shall not exercise such rights, or (ii) a sale of Ordinary Share Equivalents, each Drag-Along Shareholder shall be deemed to have irrevocably agreed to sell all of his, her or its shares of Ordinary Share Equivalents and rights to acquire such Ordinary Share Equivalents on the terms and conditions approved by the Board of Directors.
(iv) Each shareholder of the Company on the date of filing of these Articles and any Person thereafter becoming a shareholder of the Company shall be deemed to have irrevocably appointed each of the directors of the Company, with full power of substitution, to execute for and on behalf of such shareholder or any successor thereof all instruments and documents necessary to transfer title to their Ordinary Share Equivalents to the Third-Party Purchaser pursuant to this Article 32(c). Each Drag-Along Shareholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Company.
 
37

(v) In connection with an Approved Sale, each Drag-Along Shareholder shall make substantially the same representations, warranties, covenants and indemnities with respect to the ownership and title to shares and other similar agreements as the Majority Shareholders agree to make in connection with such Approved Sale by them relating to the ownership of and title to their shares of Ordinary Share Equivalents, provided , however , that (A) each Drag-Along Shareholder shall receive per share consideration at least equal to the per share consideration received by the Majority Shareholders, (B) none of the Drag-Along Shareholders shall be required to make any representations or warranties regarding the Company’s operations, assets and liabilities, and (C) the maximum liability that any Drag-Along Shareholder shall have in respect of its indemnification obligations in connection with such Approved Sale shall not exceed the proceeds received by such Drag-Along Shareholder as consideration for such Approved Sale (provided that no such limit will apply for any breach by such Drag-Along Shareholder of any representation or warranty regarding (x) the due authorization of such Drag-Along Shareholder to enter into such transaction, (y) the enforceability of such obligations by such Drag-Along Shareholder and (z) the shares owned by such Drag-Along Shareholder). Notwithstanding the foregoing, neither T. Rowe nor any of the Fidelity Investors will, in connection with an Approved Sale, be obligated to agree to any non-competition or non-solicitation covenant or any other covenant that would restrict the conduct of T. Rowe’s, Fidelity’s or such Fidelity Investor’s business, as applicable (other than customary confidentiality or non-use covenants). To the extent permitted by the Law, the consideration due to each Drag-Along Shareholder as a result of an Approved Sale shall be deposited with the Company and shall be paid to each such Drag-Along Shareholder upon compliance with this Article 32(c)(v).
(vi) This Article 32(c) may not be amended or supplemented (whether by merger, consolidation or otherwise) so as to adversely affect any shareholder without the prior written consent of such shareholder.
(d) Certain Permitted Transfers . Notwithstanding anything in these Articles or the Investors Rights Agreement to the contrary, the restrictions contained in Articles 32(a) and 32(b) with respect to transfers of Preferred Shares and Ordinary Shares shall not apply to any one or more transfers:
(i) by a shareholder, pursuant to a registration statement filed by the Company in connection with an Initial Public Offering;
(ii) without consideration, by a shareholder who is a natural person to the spouse, children, parents or siblings of such shareholder or to a trust, corporation, partnership or other entity of which there are no principal beneficiaries, shareholders, partners or equity holders other than the spouse, children, parents and siblings of such shareholder;
(iii) to a legal representative in the event any shareholder that is a natural person becomes mentally incompetent;
(iv) by a shareholder, to any Affiliate of such shareholder; and
 
38

(v) by a shareholder, to the Company pursuant to any agreement between the Company and that shareholder;
provided that in each of clauses (i), (ii), (iii) and (iv), each transferee agrees in writing to take subject to and to comply with the restrictions on transfer contained in these Articles and the Investors Rights Agreement. Any transfer of Preferred Shares or Ordinary Shares pursuant to and in compliance with this Article 32(d) shall be a permitted transfer under these Articles, and any transferee of Preferred Shares or Ordinary Shares pursuant to and in compliance with this Article 32(d) (other than the Company) is herein referred to as a “ Permitted Transferee .” Each Permitted Transferee, if not previously a shareholder of the Company shall, upon consummation of the transfer, be deemed a shareholder of the Company for all purposes.
(e) Termination of Restrictions . The restrictions set forth in this Article 32 shall terminate automatically upon the Initial Public Offering or a Change of Control.
TRANSMISSION OF SHARES
33. If a member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only Persons recognized by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.
34. A Person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Board of Directors may properly require, elect either to become the holder of the share or to have some Person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another Person registered he shall execute an instrument of transfer of the share to that Person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.
35. A Person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights and be subject to all the limitations applicable or pertaining to shareholders of the Company and the shares, except that such Person shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.
CONSOLIDATION OF SHARES
36. Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Board of Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any Person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Board of Directors may authorize some Person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
 
39

GENERAL MEETINGS
37. All general meetings other than annual general meetings shall be called extraordinary general meetings.
38. The Board of Directors may call general meetings and, on the requisition of members pursuant to the provisions of the Law, shall forthwith proceed to call a general meeting for a date not later than two months after the receipt of the requisition. If there are not sufficient directors to call a general meeting, any director or any member of the Company may call such a meeting.
NOTICE OF GENERAL MEETINGS
39. An annual or other general meeting shall be called by at least 14 Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed–
(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting being a majority together holding not less than ninety five percent (95%) in total voting rights of the members having that right.
The notice shall specify the day, time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all Persons entitled to a share in consequence of the death or bankruptcy of a member and to the Board of Directors and auditors, if any.
40. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any Person entitled to receive notice shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
41. No business shall be transacted at any meeting unless a quorum is present when the meeting commences. Two Persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of body corporate shall be a quorum.
42. If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or such day, time and place as the Board of Directors may determine, in which case any number of shareholders present shall constitute a quorum.
 
40

43. The chairman of the Board of Directors, if any, or in his absence, some other director nominated by the Board of Directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) is present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.
44. If no director is willing to act as chairman, or if no director is present within 15 minutes after the time appointed for holding the meeting, those present and entitled to be counted in a quorum shall choose one of their number to be chairman.
45. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.
46. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least seven Clear Days’ notice shall be given specifying the day, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
47. A resolution put to the vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Law, a poll may be demanded –
(a) by the chairman; or
(b) by at least two members having the right to vote on the resolution; or
(c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution;
and a demand by a Person as proxy for a member shall be the same as a demand by the member.
48. Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution.
 
41

49. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
50. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a day, time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
51. For the avoidance of any doubt, in the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a casting vote in addition to any other vote he may have.
52. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such day, time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction or any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
53. No notice need be given of a poll not taken forthwith if the day, time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven Clear Days’ notice shall be given specifying the day, time and place at which the poll is to be taken.
54. The provisions of these Articles relating to general Meetings of the Company shall apply, mutatis mutandis, to any separate general Meetings of the holders of the shares of a specific class.
VOTES OF MEMBERS
55. Subject to Article 64 and Article 122, the holders of Preferred Shares shall vote as one class, on an as converted basis, on all matters to be voted on by the Company’s members. In addition, subject to any rights or restrictions attached to any class or series of share capital of the Company, on a show of hands or on a poll, every member who (being an individual) is present in Person or (being a body corporate) is present by a duly authorized representative, not being himself a member entitled to vote, shall have one vote for every share of which he is the holder.
56. In the case of joint holders the vote of the senior who tenders a vote, whether in Person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder; and seniority shall be determined by the order in which the names of the holders stand in the register of members.
57. A member in respect of whom an order has been made by any court having jurisdiction (whether in the Island of Jersey or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his curator or other Person authorized in that behalf appointed by that court, and any such curator or other Person may, on a poll, vote by proxy.
 
42

Evidence to the satisfaction of the Board of Directors of the authority of the Person claiming to exercise the right to vote shall be deposited at the office, or at such other place within the island as is specified in accordance with the articles for the deposit of instruments of proxy not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
58. No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in Person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
59. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
60. On a poll, votes may be given either Personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.
61. An instrument appointing a proxy shall be in writing in the usual form, or as approved by the Board of Directors, and shall be executed by or on behalf of the Person granting the proxy.
62. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified naturally or in some other way approved by the Board of Directors may –
(a) be deposited at the office or at such other place whether in the islands or elsewhere as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director.
An instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
63. A vote given or poll demanded by proxy or by the duly authorized representative of a body corporate shall be valid notwithstanding the previous determination of the authority of the Person voting or demanding a poll, unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
 
43

SPECIAL VOTING RIGHTS OF QUALIFIED PREFERRED SHARES
64. In addition to any other rights provided by law or set forth herein, at any time prior to an Initial Public Offering or a Change of Control and so long as any Qualified Preferred Shares are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by these Articles) of the holders of a majority of the outstanding Qualified Preferred Shares (voting together as one class, on an as converted basis), permit (whether by merger, consolidation or otherwise) (save that in respect of sub-article (l) no such restriction shall apply should the holders of the Shares with a right to attend and vote at a general meeting of the Company so determine by Special Resolution to amend these Articles or the Memorandum):
(a) the issuance of any options, equity or equity-linked securities except (i) options or warrants to purchase Ordinary Shares that are included in the Authorized Option Pool and any shares issued upon exercise of such options or warrants, (ii) upon the exercise of warrants and options (other than options referred to in clause (i) above) to purchase Ordinary Shares outstanding as of the date of filing of these Articles, (iii) shares issuable pursuant to the Series F Subscription Agreement, (iv) shares issuable pursuant to the Series G Subscription Agreement, (v) shares issuable pursuant to the Series H Subscription Agreements or upon exercise of the Series H Warrants, (vi) shares issuable pursuant to the Series I Subscription Agreements, (vii) shares issuable pursuant to the Series J Subscription Agreement, and (viii) any shares pursuant to the conversion of any Preferred Shares;
(b) the re-pricing of any options;
(c) the issuance of indebtedness for borrowed money in excess of $10,000,000 individually (“ Permitted Debt ”), other than purchase money liens or capital or equipment leases or indebtedness incurred under the Existing Loan Agreement;
(d) the redemption, repurchase or acquisition of equity or equity-linked securities, other than from employees, officers, directors, consultants or other persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company (or Subsidiary, as applicable) has the option to repurchase such equity or equity-linked securities upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal, at a price equal to or less than the fair market value thereof;
(e) the sale of all or any part of the Company, a merger involving the Company, the recapitalization of the Company or the sale, lease, license or other disposition of the Company’s assets outside the ordinary course of business;
(f) the consummation of an Initial Public Offering;
 
44

(g) the dissolution, liquidation or winding up of the Company’s affairs or the cessation of the Company’s business operations;
(h) the acquisition by the Company of any business or entity (whether by purchase of equity interests or assets) for consideration in excess of $10,000,000;
(i) any expenditures in excess of $10,000,000 not otherwise included in the approved annual operating budget;
(j) any changes in the Company’s accounting methods or policies (except as such changes are required by generally accepted accounting principles applicable to the Company);
(k) the pledge of any of the Company’s assets or other secured financings, except in connection with capital or equipment leases, purchase money liens, by operation of law, Permitted Debt or under the Existing Loan Agreement;
(l) amendments to these Articles or the Memorandum;
(m) any sales or other disposition of any asset (or, in the event of an acquisition, net assets) outside the ordinary course of business exceeding $5,000,000;
(n) material changes in the strategic direction or lines of business of the Company that are not specified in the business plan approved by the Board of Directors;
(o) changes to the number of members of the Board of Directors provided for in these Articles or any other agreement by which the Company is bound;
(p) the entering into of any contract or agreement between the Company and any of its Subsidiaries, on the one hand, and any Subsidiary or officer, director, member, shareholder or employee of the Company or any of its Subsidiaries, on the other hand, including, without limitation, contracts or agreements for the sale or repurchase of any of the Company’s outstanding share capital or rights, warrants or options therefor (except for (A) repurchase rights existing on or prior to the effective date of these Articles, (B) repurchases of such securities at a price equal to or less than the fair market value thereof in connection with the termination of employment or service, or (C) any contract or agreement entered into with such person on an arms’ length basis);
(q) the declaration or payment of any dividends;
(r) the sale or disposition of any of the Company’s intellectual property, other than the grant of non-exclusive rights to any of the Company’s intellectual property or the grant of non-exclusive rights to distribute the intellectual property of the Company (or any products incorporating such intellectual property);
 
45

(s) the grant of any exclusive rights to any of the Company’s intellectual property or the grant of any exclusive rights to distribute the intellectual property of the Company or any products incorporating the intellectual property of the Company; and
(t) any agreement to take any of the foregoing actions.
65. In addition to any voting rights required by the Law, the members holding Preferred Shares shall have the right to one vote for each Ordinary Share into which such Preferred Share could then be converted (with any fractional share determined on an aggregate conversion basis being rounded down to the nearest whole share), and with respect to such vote such member shall have full voting rights and powers equal to the voting rights and powers of the members holding Ordinary Shares, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting in accordance with these Articles, and shall be treated for all purposes (including, without limitation, the determination of the presence of a quorum), and entitled to vote, together with members holding Ordinary Shares as a single class, with respect to any issue, election, question or matter upon which members holding Ordinary Shares have the right to vote.
RESOLUTIONS OF THE MEMBERS IN WRITING
66. Anything that can be done at a meeting of the Company or at any meeting of any class of its members or shareholders may be done without a meeting, without notice and without a vote, by a resolution in writing signed by or on behalf of members and shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A resolution in writing may consist of several instruments in the same form, each signed by or on behalf of one or more members and shall be deemed to be passed when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the resolution. Any document attached to a resolution in writing shall be deemed to have been laid before a meeting of the members signing the resolution.
COMPOSITION OF THE BOARD OF DIRECTORS
67. Number of Directors . Unless otherwise determined by a Special Resolution and subject further to the voting rights of the holders of Qualified Preferred Shares, the Board of Directors shall consist of at least two (2) directors and up to thirteen (13) directors. If the maximum number of directors is increased in accordance with the provisions of these Articles and the Law, the resolution prescribing the new maximum number of directors will set forth the manner in which the additional directors may be appointed, removed and replaced. Any appointment or removal of a director from office shall be done by written notice to the Company and shall be effective upon delivery thereof to the Company or on the date stipulated therefor, whichever is the later.
68. Composition . The directors shall be appointed as follows:
(a) one (1) individual designated by the holders of a majority of the Series I Shares, which directorship is currently vacant;
 
46

(b) one (1) individual designated by the holders of a majority of the Series F Shares, who shall initially be William Burkoth;
(c) one (1) individual designated by the holders of a majority of the Series D Shares; who shall initially be Louis J. Lavigne Jr.;
(d) one (1) individual designated by the holders of a majority of the Series C Shares, who shall initially be Timothy Langloss;
(e) one (1) individual designated by the holders of a majority of the Series B Shares, who shall initially be William F. Doyle;
(f) one (1) director designated by the holders of a majority of the Series A Shares, who shall initially be Charles G. Phillips III;
(g) one (1) director designated by Bennet, who shall initially be Yoram Palti;
(h) one (1) director designated by Volati, who shall initially be Lennart Perlhagen;
(i) one (1) Outside Director designated by a majority of the directors designated pursuant to clauses (b), (f), (g) and (h), which directorship is currently vacant;
(j) up to two (2) Outside Directors appointed by a majority of the other directors then in office, who shall initially be Robert J. Mylod Jr., and William A. Vernon, and
(k) up to two (2) additional directors appointed by a majority of the other directors then in office, who shall initially be Gabriel Leung and Asaf Danziger.
69. Observers . In addition to the directors specified in Article 68 above, each of the (i) holders of a majority of the Series A Shares, (ii) holders of a majority of the Series B Shares, (iii) each Qualified Series F Holder and (iv) holders of a majority of the Series I Shares, shall be entitled to designate one (1) non-voting observer to the Board of Directors, who shall be entitled to attend the meetings of the Board of Directors and review all material distributed to the directors; provided , however , that the Company shall have the right to withhold any such materials or exclude the observers from a portion of a meeting to the extent that delivery of such material or attendance at such portion of a meeting would in the reasonable judgment of the Company’s outside counsel render any attorney-client privilege of the Company ineffective or in the good faith determination of a majority of the disinterested directors result in a conflict-of-interest with the Company with respect to any part of such meeting or with respect to any portion of such materials.
70. [RESERVED]
71. Removal . A director designated and elected pursuant to Article 68 shall be removed without cause only if the shareholder or group of shareholders that designated such director gives a written notice of such removal to the Company. Any director (regardless of how designated) may be removed for cause by a Special Resolution.
 
47

72. Vacancies .
(a) The office of a director shall be vacated –
(i) upon his death;
(ii) on the date at which he is declared a bankrupt;
(iii) on the date he is declared legally incapacitated;
(iv) on the date stipulated therefor in the notice of his appointment;
(v) on the date stipulated therefor in the notice of his removal or on the date of the delivery of such notice to the Company, whichever is later;
(vi) on the date stipulated therefor in a written notice of resignation by such director delivered to the Company or upon its delivery to the Company, whichever is later; or
(vii) if he ceases to be a director by virtue of any provision of the Law or becomes prohibited by law from or disqualified for being a director.
(b) In the event that a vacancy is created on the Board of Directors of the Company, such vacancy shall be filled by a designee of the entity or group that had designated or was entitled to designate the director whose position has become vacant, provided that such designee was not previously a director of the Company or any of its Subsidiaries who was removed for cause from the Board of Directors of the Company or any of its Subsidiaries.
POWERS OF DIRECTORS
73. Subject to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall be managed by the Board of Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles shall invalidate any prior act of the Board of Directors which would have been valid if that alteration had not been made. The powers given by this Article 73 shall not be limited by any special power given to the Board of Directors by the Articles and a meeting of Board of Directors at which a quorum is present may exercise all powers exercisable by the Board of Directors.
74. The Board of Directors may, by power of attorney or otherwise, appoint any Person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his power.
75. The Board of Directors may delegate any of its powers to any committee, as specified under Article 93 below. The Board of Directors may also delegate to any managing director or any director holding any other executive office such of its powers as they consider desirable to be
 
48

exercised by him. Any such delegation may be made subject to any conditions the Board of Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions and to Article 91 below, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings or the Board of Directors so far as they are capable of applying.
REMUNERATION, BENEFITS AND EXPENSES OF DIRECTORS
76. The directors shall be entitled to such remuneration as the Company may by Ordinary Resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.
77. The Board of Directors may provide benefits, whether by the payment of gratuities of pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a Subsidiary of the Company or a predecessor in business of the Company or of any such Subsidiary, and for any member of his family (including a spouse and a former spouse) or any Person who is or who was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
78. The Company shall bear all reasonable and customary out-of-pocket travel and related expenses incurred by each member of the Board of Directors of the Company and of each Subsidiary of the Company associated with attending meetings of the Board of Directors and any committees thereof.
DIRECTORS’ APPOINTMENTS AND INTERESTS
79. Subject to the provisions of the Law, the Board of Directors may appoint one or more of its members to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement, may be made upon such terms as the Board of Directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall terminate if he ceases to be director but without prejudice to any claim to damages for breach or the contract of service between the director and the Company.
80. Subject to the provisions of the Law and/or the Investors Rights Agreement, and provided that he has disclosed to the Board of Directors the nature and extent of any material interests of his, a director notwithstanding his office –
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
 
49

(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
81. For the purposes of Article 80 –
(a) a general notice given to the Board of Directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified Person or class of Persons is interested shall be deemed to be a disclosure that the director has in interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
PROCEEDINGS OF DIRECTORS
82. Subject to the provisions of these Articles, the Board of Directors may regulate its proceedings as it thinks fit. A director may, and the secretary at the request of a director shall, call a meeting of the Board of Directors. Except as specifically required pursuant to these Articles, questions arising at a meeting shall be decided by a majority of votes. For the avoidance of any doubt, it is clarified that in the case of an equality of vote, the chairman shall not have a second or casting vote.
83. The quorum for the transaction of the business of the Board of Directors may be fixed by the Board of Directors and unless so fixed at any other number shall be a majority of the directors in office and entitled to participate in such meeting. If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or such day, time and place as the Board of Directors may determine, and at such meeting any number of directors present shall constitute quorum.
84. The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number. But if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
85. The Board of Directors may appoint one of their number to be the chairman of the Board of Directors and may at any time remove him from that office. Unless he is unwilling to do so, the director so appointed shall preside at every meeting of the Board of Directors at which he is present. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Board of Directors present may appoint one of their number to be chairman of the meeting.
 
50

86. All acts done by a meeting of the Board of Directors, or of a committee of the Board of Directors, or by a Person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified for holding office, or had vacated office, or were not entitled to vote, be as valid as if every such Person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.
87. A resolution which is signed or approved by all the directors entitled to vote on that resolution (and whose vote would have been counted) shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted or at a committee thereof, where relevant. The resolution may be contained in one document or communication in Electronic Record or in several documents or communications in Electronic Record (in like form), each signed or approved by one or more of the directors concerned. For the purpose of this Article:
(a) the signature or approval of an alternate director (if any) shall suffice in place of the signature of the director appointing him; and
(b) the approval of a director or alternate director shall be given in hard copy form or in Electronic Record.
88. Save as otherwise provided by these Articles, and subject to the provisions of the Law, a director shall not vote at a meeting of the Board of Directors or of a committee of the Board of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest of duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following paragraphs:
(a) the resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligations incurred by him for the benefit of, the Company or any of its Subsidiaries;
(b) the resolution relates to the giving to a third party of a guarantee, security or indemnity, in respect of an obligation of the Company or any of its Subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(c) his interest arises by virtue of his subscribing or agreeing to subscribe for any shares, debentures or other securities of the Company or any of its Subsidiaries, or by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any of its Subsidiaries for subscription, purchase or exchange;
 
51

(d) the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the comptroller of income tax for taxation purposes;
(e) the resolution relates to an agreement for the benefit of employees of the Company or any of its Subsidiaries which does not accord to him any privilege or advantage not generally accorded to the employees to whom the arrangement relates.
89. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
90. The Company may, by Ordinary Resolution, suspend or relax to any extent, either generally or in respect of any particular matter, any provisions or these Articles prohibiting a director from voting at a meeting of the Board of Directors or of a committee of the Board of Directors.
91. Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
92. If a question arises at a meeting of the Board of Directors or of a committee of the Board of Directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.
COMMITTEES
93. Subject to any contrary provision of the Law and the Investors Rights Agreement, the Board of Directors may delegate any or all of its powers to committees, each consisting of two or three directors. The Board of Directors may, from time to time, revoke or alter the powers so delegated. Each committee shall, in the exercise of the powers so delegated, conform to any Articles and conditions prescribed by the Board of Directors upon the delegation or at any other time and shall be subject to the special voting rights of holders of Qualified Preferred Shares set forth in Article 64 hereof. The Board of Directors may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Board of Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered.
94. The provisions of these Articles with respect to the meetings of the Board of Directors, their convening, adoption of resolutions thereat and adoption of resolutions in writing shall apply, mutatis mutandis, to the meetings of any such committee, unless otherwise prescribed by the Board of Directors.
 
52

SECRETARY
95. Subject to the provisions of the Law, the secretary shall be appointed by the Board of Directors for such term, at such remuneration and upon such conditions as the Board of Directors may think fit; and any secretary so appointed may be removed by them.
MINUTES
96. The Board shall cause minutes to be made in books kept for the purpose in accordance with the Law.
THE SEAL
97. The Seal shall only be used by the authority of the Board of Directors or of a committee of the Board of Directors authorized by the Board of Directors. The Board of Directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by two directors or by a director and the secretary.
DIVIDENDS
98. Declaration of Dividends .
(a) Subject to the provisions of the Law and these Articles, the Company may declare interim or final dividends out of funds legally available therefor in accordance with the respective rights of the members, and all in the amount(s) recommended by the Board of Directors.
(b) The holders of Series J Shares, the holders of Series I Shares, the holders of Series H Shares, the holders of Series G Shares, the holders of Series F Shares, the holders of Series E Shares, the holders of Series D Shares, the holders of Series C Shares and the holders of Series B Shares shall be entitled to receive on a pari-passu basis, prior and in preference to the declaration or payment of any dividend or distribution to the holders of Series A Shares, Ordinary Shares or any other shares or securities of the Company ranking junior to the Series J Shares, Series I Shares, Series H Shares, the Series G Shares, the Series F Shares, the Series E Shares, the Series D Shares, the Series C Shares and the Series B Shares with respect to the payment of dividends or the distribution of assets on liquidation, dividends payable on each Series J Share, Series I Share, Series H Share, Series G Share, Series F Share, Series E Share, Series D Share, Series C Share and Series B Share, as the case may be, on an as-converted basis when, as and if any dividend or distribution is declared by the Board of Directors in respect of Ordinary Shares, up to an amount equal to the applicable Original Issue Price for such Series J Share, Series I Share, Series H Share, Series G Share, Series F Share, Series E Share, Series D Share, Series C Share or Series B Share, as the case may be.
(c) Subject to the rights of the holders of the Series J Shares, the Series I Shares, the Series H Shares, the Series G Shares, the Series F Shares, the Series E Shares, the Series D Shares, the Series C Shares and the Series B Shares set forth in clause (b) above, the members
 
53

holding Series A Shares shall be entitled to receive, prior and in preference to the declaration or payment of any dividend or distribution to the holders of Ordinary Shares or any other shares or securities of the Company ranking junior to the Series A Shares with respect to the payment of dividends or the distribution of assets on liquidation, dividends payable on each Series A Share on an as-converted basis when, as and if any dividend or distribution is declared by the Board of Directors in respect of Ordinary Shares, up to an amount equal to the Original Issue Price per Series A Share.
(d) In addition to and not in limitation of the dividends provided for in subsection 98(b), the holders of the Preferred Shares shall be entitled to receive dividends and other distributions equivalent to those declared or paid in respect of Ordinary Shares (or any other securities ranking junior to the Preferred Shares), pro rata with the holders of such Ordinary Shares (or any other securities ranking junior to the Preferred Shares), determined as if the Preferred Shares had been converted into Ordinary Shares at the then effective applicable Conversion Price, and payable when, as and if declared by the Board of Directors on such Ordinary Shares (or such other securities ranking junior to the Preferred Shares).
(e) Any payment distributed to holders of the Preferred Shares pursuant to Section 98(b) through (d) above prior to the payment of any Series J Liquidation Preference Amount, any Series I Liquidation Preference Amount, any Series H Liquidation Preference Amount, any Series G Liquidation Preference Amount, any Series F Liquidation Preference Amount, any Series E Liquidation Preference Amount, any Series D Liquidation Preference Amount, any Series C Liquidation Preference Amount, any Series B Liquidation Preference Amount or any Series A Liquidation Preference Amount, as the case may be, shall be deemed as a payment on the account of the Series J Liquidation Preference Amount, the Series I Liquidation Preference Amount, the Series H Liquidation Preference Amount, the Series G Liquidation Preference Amount, the Series F Liquidation Preference Amount, the Series E Liquidation Preference Amount, the Series D Liquidation Preference Amount, the Series C Liquidation Preference Amount, the Series B Liquidation Preference Amount or the Series A Liquidation Preference Amount, as the case may be, and therefore shall reduce such amount payable to the holders of the Preferred Shares in the event of a Liquidation Event.
(f) Subject to the rights attached to the Preferred Shares, all dividends shall be declared and paid according to the amounts paid up on shares on which the dividend is paid. The paid up capital attributable to any share, shall be the stated capital value of such share; provided , however , that if the entire consideration for such share was not yet paid to the Company, the paid-up capital attributable thereto shall be such proportion of the stated capital value as the amount paid to the Company with respect to the share bears to its full consideration, and further provided that amounts which have been prepaid on account of shares and the Company has agreed to pay interest thereon shall not be deemed, for the purposes of this Article, to be payments on account of such shares. Notwithstanding any of the above, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
 
54

(g) Notice of the declaration of dividends shall be delivered to all those entitled to such dividends.
(h) A share shall not attribute the right to participate in the distribution of dividends which were declared prior to the date of its actual issuance.
99. Interest on Dividends . No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
100. Payment of Dividends . Any declared dividend or other moneys payable in respect of a share may be paid by check or by warrant sent by post to the registered address of the Person entitled or, if two or more Persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of one of those Persons who is first named in the register of members in respect of the joint holding or to such Person and to such address as the Person or Persons entitled may in writing direct and notice so given shall be sufficient notice to all the joint holders. Every cheque or warrant shall be made payable to the order of the Person or Persons entitled or to such other Person as the Person or Persons entitled may in writing direct and payment of the check or warrant shall be a good discharge to the Company. Any joint holder or other Person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
101. Payment in Kind .
(a) Dividends may be paid by the distribution of any specific assets of the Company and/or by the distribution of shares and/or debentures of the Company and/or of any other company, or be in any combination of such manners. The fair market value of such assets, shares and/or debentures shall be determined in good faith by the Board of Directors.
(b) Where any dispute arises with regard to the distribution, the Board may settle the same (in its sole and final discretion) and, in particular, may issue fractional certificates, vest any assets in trustees, fix the value for distribution of any assets, determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members, and may also resolve that fractions the value of which are less than one United States Dollar shall not be taken into account for the purpose of calculating the rights of all the parties.
102. Setting-Off Dividends . The Company’s obligation to pay dividends or any other amount in respect of shares may be set-off by the Company against any amount then due and payable to the Company by the Person entitled to receive the dividend. The provisions contained in this Article shall not prejudice any other right or remedy vested with the Company pursuant to these Articles or any applicable law.
103. Unclaimed Dividends .
(a) Dividends unclaimed by the Person entitled thereto within thirty (30) days after the date stipulated for their payment, may be invested or otherwise used by the Company for its own account, as it deems fit, until claimed; and the Company shall not be deemed a trustee in respect thereof.
 
55

(b) Any dividend which has remained unclaimed for seven (7) years from the date when it became due for payment shall, if the Board of Directors so resolves, be forfeited and cease to remain owing by the Company.
104. Reserves and Funds . Subject to any applicable Law:
(a) The Board may, before declaring a distribution of dividends, determine to set aside out of the profits of the Company (whether realised or unrealised) and carry to reserve or reserves such sums as it deems fit, and direct the designation, application and use of such sums. The Board may further determine that any such sums which it deems prudent not to distribute as dividends will not be set aside for reserve, but shall remain as such at the disposal of the Company.
(b) The Board may, from time to time, direct the revaluation of the assets of the Company, in whole or in part, and the creation of an assets revaluation fund out of the revaluation surplus, if any.
ACCOUNTS AND AUDIT
105. The Board of Directors shall cause correct accounts to be kept, in accordance with generally accepted accounting principles. The account books shall be kept in the office or at such other place as the Board of Directors deems fit and they shall also be open for inspection by the directors.
106. Except as otherwise specified below or in the Investors Rights Agreement, the Board of Directors shall determine from time to time, in any specific case or type of case, or generally, whether and to what extent and at what times and places and under what conditions or Articles the accounts and books of the Company, or any of them, shall be open for inspection by the shareholders, and no members shall (as such) have any right of inspecting any accounting records or other books or document of the Company except as set under these Articles, the Investors Rights Agreement, any other agreement by which the Company is bound or conferred by law or authorized by the Board of Directors or by an Ordinary Resolution of the Company.
107. If any holder of Preferred Shares (or its ultimate parent) is a publicly-listed entity, it shall have the right to request such reports in time and form, and to extent necessary for allowing it to meet its reporting obligations under applicable securities laws.
108. The Company shall appoint auditors to examine the accounts and report thereon in accordance with the Law.
 
56

109. The Board of Directors may with the authority of an Ordinary Resolution of the Company –
(a) subject as hereinafter provided, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;
(b) appropriate the sum resolved to be capitalized to the members in proportion to the stated capital value of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid or any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to members credited as fully paid up;
(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and
(d) authorize any Person to enter on behalf of all the members concerned into an agreement with the Company providing for the issuance to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalization, any agreement made under such authority being binding on all such members.
NOTICES
110. Unless otherwise provided herein, any notice to be given to or by any Person pursuant to these Articles shall be in writing except that a notice calling a meeting of the Board of Directors need not be in writing.
111. A member shall be entitled to receive any notice to be given to him pursuant to these Articles notwithstanding that his registered address is not within the British Islands or the United Kingdom. Unless otherwise provided herein, the Company may give notice to a member, together with any materials relating thereto, either personally, by facsimile (confirmed receipt), by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it as at that address, or, with the prior written consent of a member, in an Electronic Record to an email address specified by that member as an address which may be used for electronic communication. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
112. A member present, either in Person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
 
57

113. Every Person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a Person from which he derives his title.
114. Proof that an envelope contained a notice was properly addressed, prepaid and posted or a facsimile confirmation, as the case may be, shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the sender.
115. A notice may be given by the Company to the Persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorized by the articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy has not occurred.
WINDING UP
116. Liquidation Preference . Upon the liquidation, dissolution, or winding-up of the Company, including Deemed Liquidation (as defined in Article 118), whether voluntary or involuntary (collectively, a “ Liquidation Event ”) –
(a) The holders of record of Series J Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Junior Liquidation Preference Shares, an amount per share equal to the Original Issue Price of the Series J Shares (less any dividend or distribution declared and paid on the Series J Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series J Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series J Shares upon a Liquidation Event are not sufficient to pay the aggregate Series J Liquidation Preference Amount due to such holders, such holders of Series J Shares shall, prior and in preference to any distribution or payment being made with respect to the Junior Liquidation Preference Shares, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(b) The holders of record of Series I Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series I Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series I Shares (less any dividend or distribution declared and paid on the Series I Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series I Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series I Shares upon a Liquidation Event are not sufficient to pay the
 
58

aggregate Series I Liquidation Preference Amount due to such holders, such holders of Series I Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series I Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(c) The holders of record of Series H Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series H Shares upon liquidation, an amount per share equal to the applicable Original Issue Price of the Series H Shares (less any dividend or distribution declared and paid on the Series H Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series H Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series H Shares upon a Liquidation Event are not sufficient to pay the aggregate Series H Liquidation Preference Amount due to such holders, such holders of Series H Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series H Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(d) The holders of record of Series G Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series G Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series G Shares (less any dividend or distribution declared and paid on the Series G Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series G Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series G Shares upon a Liquidation Event are not sufficient to pay the aggregate Series G Liquidation Preference Amount due to such holders, such holders of Series G Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to Series G Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(e) The holders of record of Series F Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series F Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series F Shares (less any dividend or distribution declared and paid on the Series F Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series F Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series F Shares upon a Liquidation Event are not sufficient to pay the aggregate Series F Liquidation Preference Amount due to such holders, such holders of Series F Shares shall, prior and in preference to any distribution or payment being made with respect to
 
59

the Ordinary Shares or any other class or series of shares ranking junior to the Series F Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(f) The holders of record of Series E Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series E Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series E Shares (less any dividend or distribution declared and paid on the Series E Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series E Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series E Shares upon a Liquidation Event are not sufficient to pay the aggregate Series E Liquidation Preference Amount due to such holders, such holders of Series E Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series E Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(g) The holders of record of Series D Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series D Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series D Shares (less any dividend or distribution declared and paid on the Series D Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series D Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series D Shares upon a Liquidation Event are not sufficient to pay the aggregate Series D Liquidation Preference Amount due to such holders, such holders of Series D Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series D Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(h) The holders of record of Series C Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series C Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series C Shares (less any dividend or distribution declared and paid on the Series C Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series C Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series C Shares upon a Liquidation Event are not sufficient to pay the aggregate Series C Liquidation Preference Amount due to such holders, such holders of Series C Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series C Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
 
60

(i) The holders of record of Series B Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series B Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series B Shares (less any dividend or distribution declared and paid on the Series B Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series B Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series B Shares upon a Liquidation Event are not sufficient to pay the aggregate Series B Liquidation Preference Amount due to such holders, such holders of Series B Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series B Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled. And thereafter,
(j) The holders of record of Series A Shares then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, before any distribution or payment is made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series A Shares upon liquidation, an amount per share equal to the Original Issue Price of the Series A Shares (less any dividend or distribution declared and paid on the Series A Shares prior to or on the date of such liquidation pursuant to Article 98 hereof) (the “ Series A Liquidation Preference Amount ”). If the amounts available for distribution by the Company to holders of Series A Shares upon a Liquidation Event are not sufficient to pay the aggregate Series A Liquidation Preference Amount due to such holders, such holders of Series A Shares shall, prior and in preference to any distribution or payment being made with respect to the Ordinary Shares or any other class or series of shares ranking junior to the Series A Shares upon liquidation, share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they are entitled.
117. Participation in Ordinary Shares Liquidation Rights . After the payment to the holders of the Preferred Shares of the Series J Liquidation Preference Amount, the Series I Liquidation Preference Amount, the Series H Liquidation Preference Amount, the Series G Liquidation Preference Amount, the Series F Liquidation Preference Amount, the Series E Liquidation Preference Amount, the Series D Liquidation Preference Amount, the Series C Liquidation Preference Amount, the Series B Liquidation Preference Amount and the Series A Liquidation Preference Amount, respectively, as provided in Article 116 hereof, the holders of each class of Preferred Shares shall be entitled to participate in distributions of remaining assets made in respect of the Ordinary Shares or other securities junior to such class of Preferred Shares, in accordance with their pro rata share of such remaining assets determined based on the number of Ordinary Shares then outstanding and the number of Ordinary Shares into which the shares of such class of Preferred Shares are then convertible.
118. Transactions Deemed Liquidation . Solely for purposes of Articles 116 and 117 and not for any other purposes hereof, the following events shall automatically be deemed to be a liquidation, dissolution, or winding-up of the Company (any such event, a “ Deemed Liquidation ”), (i) a merger or consolidation of the Company into or with any other entity, or a
 
61

merger or consolidation of any other entity into or with the Company, in each case in which merger or consolidation the shareholders of the Company receive cash or other securities in exchange for their shares (other than a merger or consolidation in which the holders of the share capital of the Company immediately prior to the merger or consolidation continue to hold, directly or indirectly, more than 50% of the voting power of the share capital of the surviving entity), (ii) an exclusive, irrevocable licensing of all or substantially all of the Company’s intellectual property to a third party, and (iii) a voluntary sale, transfer, lease, or other disposition of all or substantially all of the assets of the Company.
119. Distributions Other Than Cash . The amount distributed to the shareholders upon any liquidation, dissolution or winding-up (including any transaction constituting a Deemed Liquidation) shall be determined as follows: (i) insofar as it consists of cash, be computed at the aggregate of cash received by such holders, and (ii) insofar as it consists of any security or property other than cash, be computed at the fair market value thereof at the time of such distribution as determined in good faith by the Board of Directors.
INDEMNITY
120. To the fullest extent permitted by the Law, every present or former officer or director of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him by reason of being or having been such an officer or director.
AMENDMENTS
121. Subject to the special voting rights of holders of Qualified Preferred Shares set forth in Article 64 hereof and unless otherwise specified with respect to any particular provision herein, any provision of these Articles may be amended, and any requirement therein may be waived, by a Special Resolution of the shareholders of the Company. Any right or privileges granted to TRDF under these Articles shall not be amended, supplemented or terminated in a manner which derogates from the rights or privileges of TRDF, without correspondingly derogating from the rights and privileges of all other shareholders of the Company having the same rights and privileges, without the prior written consent of TRDF.
122. (a) Subject to the special voting rights of holders of Qualified Preferred Shares set forth in Article 64 hereof, whenever the capital of the Company is divided into different classes or series of Shares, the special rights attached to any class or series in these Articles may (unless otherwise provided by the terms of issue of the Shares of such class) be varied or abrogated (whether by merger, consolidation or otherwise), either whilst the Company is a going concern or during or in contemplation of a winding up:
(i) with the consent in writing of the shareholders holding the majority in number of the issued Shares of that class or series; or
(ii) with the sanction of an Ordinary Resolution passed at a separate meeting of the holders of the issued shares of that class or series.
 
62

(b) If a majority of the Series F Shares are held by shareholders who also hold shares of another series of Preferred Shares, then no rights, preferences or privileges that inure solely to the benefit of the Series F Holders shall be amended or supplemented (whether by merger, consolidation or otherwise) in a manner that is beneficial to such other series of Preferred Shares to the detriment of the Series F Shares, without the consent of the shareholders holding a majority of the Series F Shares who are not also holders of another series of Preferred Shares. This Article 122(b) may not be amended or supplemented (whether by merger, consolidation or otherwise) without the prior written consent of the shareholders holding a majority of the Series F Shares who are not also holders of another series of Preferred Shares.
The creation of additional shares of a specific class or series shall not be deemed, for purposes of this Article 122, a modification, abrogation, amendment or supplement of rights attached to shares of such class or series or any other class or series.
The creation of an additional class or series of share capital of the Company shall not be deemed, for purposes of this Article 122, a variation, modification, abrogation, amendment or supplement of rights attached to shares of any class or series if such new class or series of share capital is senior or pari passu with the Series J Shares in right to receive distributions in connection with dividends, Liquidation Events and Deemed Liquidations and such new class or series is granted other special rights, preferences or privileges, including, without limitation (a) rights to participate pro rata (based on the number of shares) in connection with the Rights of First Offer under Article 7, the Rights of First Refusal under Article 32(a) and the Tag-Along Rights under Article 32(b), (b) is included within the definition of “Qualified Preferred Shares” for purposes of Articles 64, or (c) is granted separate special voting rights, whereby the separate approval of such class or series is required in order to approve or authorize certain Company actions.
 
63

Exhibit 3.5
COMPANIES (JERSEY) LAW 1991
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
NOVOCURE LIMITED
a no par value public limited company
Company number: 76264
Adopted by special resolution on the [●] day of [●], 2015

COMPANIES (JERSEY) LAW 1991 ( THE “L AW ”)
MEMORANDUM OF ASSOCIATION
OF
NOVOCURE LIMITED
(the “ Company ”)
a no par value public limited company
 
1.	INTERPRETATION	
Words and expressions contained in this Memorandum of Association have the same meanings as in the Law.
 
2.	COMPANY NAME	
The name of the Company is NovoCure Limited.
 
3.	TYPE OF COMPANY	
 
3.1	The Company is a public company.	
 
3.2	The Company is a no par value company.	
 
4.	NUMBER OF SHARES	
The share capital of the company is divided into an unlimited number of ordinary shares of no par value and an unlimited number of preferred shares of no par value (which preferred shares may be issued in such class or classes as the Directors may determine in accordance with the Articles of Association of the Company).
 
5.	LIABILITY OF MEMBERS	
The liability of a member arising from the holding of a share in the Company is limited to the amount (if any) unpaid on it.

COMPANIES (JERSEY) LAW 1991
ARTICLES OF ASSOCIATION
OF
NOVOCURE LIMITED
a no par value public limited company
CONTENTS

1.	  	INTERPRETATION	  	 	1	  	
			
2.	  	SHARE CAPITAL	  	 	5	  	
			
3.	  	ALTERATION OF SHARE CAPITAL	  	 	8	  	
			
4.	  	VARIATION OF RIGHTS	  	 	8	  	
			
5.	  	REGISTER OF MEMBERS	  	 	9	  	
			
6.	  	SHARE CERTIFICATES	  	 	9	  	
			
7.	  	LIEN	  	 	10	  	
			
8.	  	CALLS ON SHARES	  	 	11	  	
			
9.	  	FORFEITURE OF SHARES	  	 	12	  	
			
10.	  	TRANSFER OF SHARES	  	 	14	  	
			
11.	  	TRANSMISSION OF SHARES	  	 	15	  	
			
12.	  	REDEMPTION AND PURCHASE OF SHARES	  	 	16	  	
			
13.	  	GENERAL MEETINGS	  	 	17	  	
			
14.	  	CLASS MEETINGS	  	 	18	  	
			
15.	  	NOTICE OF GENERAL MEETINGS	  	 	18	  	
			
16.	  	PROCEEDINGS AT GENERAL MEETINGS	  	 	20	  	
			
17.	  	VOTES OF MEMBERS	  	 	22	  	
			
18.	  	CORPORATE MEMBERS	  	 	23	  	
			
19.	  	DTC SYSTEM VOTING ARRANGEMENTS	  	 	24	  	
			
20.	  	DIRECTORS	  	 	25	  	
			
21.	  	ALTERNATE DIRECTORS	  	 	25	  	
			
22.	  	POWERS OF DIRECTORS	  	 	25	  	
			
23.	  	DELEGATION OF DIRECTORS’ POWERS	  	 	26	  	
			
24.	  	APPOINTMENT OF DIRECTORS	  	 	26	  	
 
i

							
25.	  	RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS	  	 	29	  	
			
26.	  	REMUNERATION AND EXPENSES OF DIRECTORS	  	 	30	  	
			
27.	  	EXECUTIVE DIRECTORS	  	 	30	  	
			
28.	  	DIRECTORS’ INTERESTS	  	 	30	  	
			
29.	  	PROCEEDINGS OF DIRECTORS	  	 	31	  	
			
30.	  	MINUTE BOOK	  	 	33	  	
			
31.	  	SECRETARY	  	 	34	  	
			
32.	  	THE SEAL	  	 	34	  	
			
33.	  	AUTHENTICATION OF DOCUMENTS	  	 	34	  	
			
34.	  	DIVIDENDS	  	 	35	  	
			
35.	  	CAPITALISATION OF PROFITS	  	 	37	  	
			
36.	  	ACCOUNTS AND AUDIT	  	 	38	  	
			
37.	  	COMMUNICATIONS	  	 	38	  	
			
38.	  	WINDING UP	  	 	43	  	
			
39.	  	INDEMNITY	  	 	44	  	
			
40.	  	FIXING RECORD DATE	  	 	44	  	
			
41.	  	NON-APPLICATION OF STANDARD TABLE	  	 	44	  	
 
ii

COMPANIES (JERSEY) LAW 1991
ARTICLES OF ASSOCIATION
OF
NOVOCURE LIMITED
a no par value public limited company
 
1.	INTERPRETATION	
 
1.1	In these Articles, unless the context or law otherwise requires, the following words and expressions shall have the meanings respectively assigned to them below:	
 
 	1.1.1	“ Annual General Meeting ” has the meaning ascribed to it in Article 13.2;	
 
 	1.1.2	“ these Articles ” means these Articles of Association in their present form or as from time to time amended;	
 
 	1.1.3	“ Auditors ” means the auditors of the Company appointed pursuant to these Articles;	
 
 	1.1.4	“ Bankrupt ” has the meaning ascribed to it in the Interpretation (Jersey) Law, 1954;	
 
 	1.1.5	“ Clear Days ” means, in relation to the period of a Notice, that period excluding the day when the Notice is served or deemed to be served and the day for which it is given or on which it is to take effect;	
 
 	1.1.6	“ Company ” means the company incorporated under the Law in respect of which these Articles have been registered;	
 
 	1.1.7	“ Directors ” or “ Board of Directors ” means the directors of the Company for the time being;	
 
 	1.1.8	“ dividend ” means a distribution made of the Company’s assets to its Members, in their capacity as members of the Company, whether in cash or otherwise, including by way of shares in the Company issued to members as a bonus issue, with the exception of the following, which shall not be considered a dividend or distribution by the Company:	
 
 	(a)	a redemption or repurchase of any of the Company’s shares;	
 
 	(b)	any reduction of capital made in accordance with Part 12 of the Law; or	
 
 	(c)	a distribution of assets to members of the Company on its winding up;	

 	1.1.9	“ DTC ” means the Depository Trust Company or any successor corporation;	
 
 	1.1.10	“ DTC Depositary ” means Cede & Co. and/or any other custodian, depositary or nominee of DTC that holds shares under arrangements that facilitate the holding and trading of beneficial interests in such shares in the DTC System;	
 
 	1.1.11	“ DTC Proxy ” means, in relation to any shares held by the DTC Depositary, any Person who is, for the purposes of any general meeting or resolution, appointed a proxy (whether by way of instrument of proxy, power of attorney, mandate or otherwise) by (a) the DTC Depositary; or (b) a proxy, attorney or other agent appointed by any other Person whose authority is ultimately derived (whether directly or indirectly) from the DTC Depositary;	
 
 	1.1.12	“ DTC System ” means the electronic system operated by DTC by which title to securities or interests in securities may be evidenced and transferred in dematerialised form.	
 
 	1.1.13	“ Electronic ” has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;	
 
 	1.1.14	“ Exchange Act ” has the meaning ascribed to it in Article 24.9;	
 
 	1.1.15	“ Extraordinary General Meeting ” has the meaning ascribed to it in Article 13.2;	
 
 	1.1.16	“ Holder ” means, in relation to the issued shares in the Company, the Member holding such shares;	
 
 	1.1.17	“ Independent Director ” means any member of the Board of Directors that meets the qualifications for independence under the applicable rules and regulations of the U.S. Securities and Exchange Commission and NASDAQ;	
 
 	1.1.18	“ IPO Date ” has the meaning ascribed to it in Article 24.1	
 
 	1.1.19	“ the Law ” means the Companies (Jersey) Law 1991 and any subordinate legislation from time to time made thereunder, including any statutory modifications or re-enactments for the time being in force;	
 
 	1.1.20	“ Member ” means any Person who has agreed to become a Member and whose name is entered in the Register as the Holder of shares in the Company;	
 
 	1.1.21	“ Month ” means calendar month;	
 
 	1.1.22	“ NASDAQ ” means the NASDAQ Global Select Market, the NASDAQ Global Market or any other stock exchange on which the Company’s Ordinary Shares are then publicly traded (or any applicable successor stock exchange);	
 
 	1.1.23	“ Notice ” means a notice in Writing unless otherwise specifically stated;	
 
2

 	1.1.24	“ Officer ” includes a Secretary but otherwise has the meaning ascribed to it in the Law;	
 
 	1.1.25	“ Ordinary Resolution ” means a resolution of the Company in general meeting adopted by a simple majority of the votes cast at that meeting;	
 
 	1.1.26	“ Ordinary Share ” means an ordinary share in the capital of the Company of no par value and having the rights attaching thereto prescribed in these Articles;	
 
 	1.1.27	“ Paid Up ” includes credited as paid up;	
 
 	1.1.28	“ Persons ” includes associations and bodies of persons, whether corporate or unincorporate;	
 
 	1.1.29	“ Preferred Share ” means a preferred share in the capital of the Company of no par value designated as a Preferred Share by the Directors and allotted and issued in one or more classes in accordance with the provisions of the Law and these Articles and having the rights provided for in these Articles and in any Statement of Rights. In these Articles, except when referred to under their separate classes, the term Preferred Shares shall mean all such shares;	
 
 	1.1.30	“ Present ” means, in relation to general meetings of the Company and to meetings of the Holders of any class of shares, Holders present in person or present by attorney or by proxy or in the case of a corporate shareholder by representative;	
 
 	1.1.31	“ Record Date ” has the meaning ascribed to it in Article 15.9;	
 
 	1.1.32	“ Registered Office ” means the registered office of the Company;	
 
 	1.1.33	“ Register ” means the register of Members required to be kept pursuant to Article 41 of the Law;	
 
 	1.1.34	“ Requisition Notice ” means a notice served on the Company pursuant to Article 13.4 convening an Extraordinary General Meeting of the Company;	
 
 	1.1.35	“ Seal ” means the common seal of the Company;	
 
 	1.1.36	“ Secretary ” means any Person appointed to perform any of the duties of secretary of the Company (including an assistant or deputy secretary) and in the event of two (2) or more Persons being appointed as joint secretaries any one or more of the Persons so appointed;	
 
 	1.1.37	“ Signed ” includes a signature or representation of a signature affixed by mechanical or other means (including by PDF, facsimile, Electronic mail or email attachment) which is in Writing and where a document is to be signed by a company, an association or a body of Persons the word “Signed” shall be construed as including the signature of a duly authorised representative on its behalf as well as any other means by which it would normally execute the document;	
 
3

 	1.1.38	“ Special Resolution ” means a resolution of the Company passed as a special resolution in accordance with the Law;	
 
 	1.1.39	“ Statement of Rights ” means, in relation to each class of Preferred Shares, a memorandum approved by the Directors setting out the specific rights and obligations attaching to the Preferred Shares of such class that are in addition to those rights and obligations contained in and determined in accordance with these Articles; and	
 
 	1.1.40	“ in Writing ” includes written, printed, telexed, transmitted by Electronic means (including by PDF, Electronic mail or email attachment) or represented or reproduced by any other mode of representing or reproducing words in a visible form.	
 
1.2	Save as defined herein and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Law but excluding any statutory modification thereof not in force when these Articles become binding on the Company.	
 
1.3	In these Articles, unless the context or law otherwise requires:	
 
 	1.3.1	words and expressions that are cognate to those defined in Article 1.1 shall be construed accordingly;	
 
 	1.3.2	the word “ may ” shall be construed as permissive and the word “ shall ” shall be construed as imperative;	
 
 	1.3.3	words importing the singular number only shall be construed as including the plural number and vice versa;	
 
 	1.3.4	the words “ include ” and “ including ” shall be deemed to be followed by the phrase “without limitation;”	
 
 	1.3.5	words importing the masculine gender only shall be construed as including the feminine and neuter genders;	
 
 	1.3.7	the words “ regular business ” as they relate to a general meeting of the Members shall have the meaning ascribed to them in Article 15.7;	
 
 	1.3.8	references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed; and	
 
4

 	1.3.9	references to a numbered Article are to the Article so numbered of these Articles.	
 
1.4	The clause and paragraph headings in these Articles are for convenience only and shall not be taken into account in the construction or interpretation of these Articles.	
 
2.	SHARE CAPITAL	
 
2.1	The share capital of the Company is as specified in the Memorandum of Association and the shares of the Company shall have the rights and be subject to the conditions contained in these Articles and, to the extent applicable, in the Statement of Rights relating to Preferred Shares of any class.	
 
2.2	The rights attaching to Ordinary Shares are as follows:	
 
 	2.2.1	As regards income – Subject to the Law and the provisions of these Articles, each Ordinary Share shall confer on the Holder thereof the right to receive such profits of the Company available for distribution as the Directors may declare after any payment to the Members holding shares of any other class other than Ordinary Shares of any amount then payable in accordance with the relevant Statement of Rights or other terms of issue of that class.	
 
 	2.2.2	As regards capital – If the Company is wound up, the Holder of an Ordinary Share shall be entitled, following payment to the Members holding shares of any other class other than Ordinary Shares of all amounts then payable to them in accordance with the relevant Statement of Rights or other terms of issue of that class, to repayment of the stated amount of the capital paid up thereon and thereafter any surplus assets of the Company then remaining shall be distributed pari passu among the Holders of the Ordinary Shares in proportion to the amounts paid up thereon.	
 
 	2.2.3	As regards voting – At any general meeting of the Company and any separate class meeting of the Holders of Ordinary Shares, every Holder of Ordinary Shares who is present in person or by proxy shall have one vote for every Ordinary Share of which he is the Holder.	
 
 	2.2.4	As regards redemption – the Ordinary Shares are not redeemable, unless issued or converted into redeemable Ordinary Shares pursuant to Articles 2.8 or 12.	
 
2.3	The rights and obligations attaching to any Preferred Share shall be determined at the time of issue by the Directors in their absolute discretion. Each Preferred Share shall be issued by the Directors on behalf of the Company as part of a class. The rights and obligations attaching to each class of Preferred Shares in addition to those set out in these Articles shall be set out in a Statement of Rights.	
 
2.4	The Statement of Rights in respect of each class of Preferred Shares may, without limitation, comprise or include:-	
 
 	2.4.1	the class to which each Preferred Share shall belong, such class to be designated with a class number and, if the Directors so determine, title;	
 
5

 	2.4.2	details of any dividends payable in respect of the relevant class;	
 
 	2.4.3	details of rights attaching to shares of the relevant class to receive a return of capital on a winding up of the Company;	
 
 	2.4.4	details of the voting rights attaching to shares of the relevant class (which may provide, without limitation, that each Preferred Share shall have more than one vote on a poll at any general meeting of the Company);	
 
 	2.4.5	a statement as to whether shares of the relevant class are redeemable (either at the option of the Holder and/or the Company) and, if so, on what terms such shares are redeemable (including, and only if so determined by the Directors, the amount for which such shares shall be redeemed (or a method or formula for determining the same) and the date on which they shall be redeemed);	
 
 	2.4.6	a statement as to whether shares of the relevant class are convertible (either at the option of the Holder and/or the Company) and, if so, on what terms such shares are convertible;	
 
 	2.4.7	any other designations, powers, preferences and relative, participating, optional or other rights, obligations and restrictions, if any, attaching to Preferred Shares of any class as the Directors may determine in their discretion; and/or	
 
 	2.4.8	the price at which shares of the relevant class shall be issued.	
 
2.5	Once a Statement of Rights has been adopted for a class of Preferred Share, then:-	
 
 	2.5.1	it shall be binding on Members and Directors as if contained in these Articles;	
 
 	2.5.2	the provisions of Article 4 shall apply to any variation or abrogation thereof that may be effected by the Company;	
 
 	2.5.3	each Statement of Rights shall be filed on behalf of the Company with the Registrar of Companies in Jersey pursuant to and in accordance with Article 54 of the Law;	
 
 	2.5.4	all moneys payable on or in respect of any Preferred Share that is the subject thereof (including the subscription and any redemption moneys in respect thereof) shall be paid in the currency for which such Preferred Share is issued; and	
 
 	2.5.5	upon the redemption of a Preferred Share (if it is redeemable) pursuant to the Statement of Rights relating thereto, the Holder thereof shall cease to be entitled to any rights in respect thereof and accordingly his name shall be removed from the Register and the share shall thereupon be cancelled.	
 
6

2.6	Without prejudice to any special rights for the time being conferred on the Holders of any shares or class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is hereinafter provided), any share or class of shares in the capital of the Company may be issued with such preferred, deferred or other special rights or such restrictions whether in regard to dividends, return of capital, voting or otherwise as the Directors may from time to time determine.	
 
2.7	The Company may issue fractions of shares in accordance with and subject to the provisions of the Law, provided that:	
 
 	2.7.1	no Member may subscribe for less than one whole share;	
 
 	2.7.2	a fraction of a share shall have the corresponding fractional rights, obligations and liabilities as a whole share in determining the entitlement of a Member as regards dividends or on a winding up;	
 
 	2.7.3	a fraction of a share shall not entitle a Member to a vote in respect thereof; and	
 
 	2.7.4	if a Member holding a fractional share acquires a further fraction of a share, the fractions shall be treated as consolidated.	
 
2.8	Subject to the provisions of these Articles, the unissued shares for the time being in the capital of the Company shall be at the disposal of the Directors who may allot, grant options over or otherwise dispose of them to such Persons at such times and generally on such terms and conditions as they think fit. Securities, contracts, warrants or other instruments evidencing any Preferred or Ordinary Shares, option rights, securities having conversion or option rights or obligations may also be issued by the Directors without the approval of the Members (subject to any applicable requirements for Member approval as may be required by NASDAQ) or entered into by the Company upon a resolution of the Directors to that effect on such terms, conditions and other provisions as are fixed by the Directors, including conditions that preclude or limit any Person owning or offering to acquire a specified number or percentage of the shares of the Company in issue, other shares, option rights, securities having conversion or option rights or obligations of the Company or the transferee of such Person from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights or obligations.	
 
2.9	The Directors may allot and issue shares in the Company to any Person without any obligation to first offer such shares to the Members (whether in proportion to the existing shares held by them or otherwise).	
 
2.10	The Company may pay commissions in connection with the issuance of shares as permitted by the Law. Any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.	
 
2.11	Except as otherwise provided by these Articles or by the Law, no Person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share or any interest in any fraction of a share or any other right in respect of any share except an absolute right to the entirety thereof in the Holder.	
 
7

2.12	Subject to the provisions of the Law, the Company may hold as treasury shares any shares purchased or redeemed by it.	
 
3.	ALTERATION OF SHARE CAPITAL	
 
3.1	The Company may by Special Resolution alter its share capital as stated in the Memorandum of Association and these Articles in any manner permitted by the Law.	
 
3.2	Any new shares created on an increase or other alteration of share capital shall be issued upon such terms and conditions as the Company may by Ordinary Resolution determine.	
 
3.3	Any capital raised by the creation of new shares shall, unless otherwise provided by the conditions of issue of the new shares, be considered as part of the original capital and the new shares shall be subject to the provisions of these Articles with reference to the payment of calls, transfer and transmission of shares, lien or otherwise applicable to the existing shares in the Company.	
 
3.4	Subject to the provisions of the Law, the Company may by Special Resolution reduce its stated capital account in any way.	
 
3.5	Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any Members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit. In particular, the Directors may sell the shares representing the fractions for the best price reasonably obtainable to any Person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members and the Directors may authorise the Company’s transfer agent (or such other Person as may be designated by the Directors) to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. For the purposes of effecting the sale, the Directors may arrange for the shares representing the fractions to be entered in the Register as certificated shares. The Person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.	
 
4.	VARIATION OF RIGHTS	
 
4.1	Whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding up, in either case with the approval of the Members holding not less than two-thirds of the issued shares of that class (excluding any shares of that class held as treasury shares).	
 
4.2	To every such separate meeting pursuant to Article 4.1, all the provisions of these Articles and of the Law relating to general meetings of the Company or to the proceedings thereat shall apply mutatis mutandis except that the necessary quorum shall be a Person or Persons together holding or representing a majority of the issued shares of that class.	
 
8

4.3	Notwithstanding anything to the contrary that may be contained in these Articles or the Law:	
 
 	4.3.1	Unless otherwise expressly provided by the applicable conditions of issue of, or Statement of Rights relating to, any shares or class of shares, the rights conferred upon the Holders of any shares or class of shares, regardless of whether they are issued with preferred, deferred or other special rights, shall be deemed not to be varied or abrogated by the creation or issue of further shares or classes of shares, including the creation or issue of (i) any Preferred Shares or any other preferred or preference shares with such special rights attaching to them as may be set out in a Statement of Rights or other terms of issue applicable to such Preferred Shares or other preferred or preference shares, (ii) any other shares or classes of shares ranking ahead, after or pari passu therewith in right to receive distributions or dividends, and (iii) any shares or classes of shares that are granted any other special rights, preferences or privileges;	
 
 	4.3.2	The rights conferred upon the Holders of a specific class of shares shall be deemed not to be varied or abrogated by the creation or issue of additional shares of such class; and	
 
 	4.3.3	The rights conferred upon the Holders of any shares or class of shares shall be deemed not to be varied or abrogated by (i) the conversion and redemption of shares in accordance with these Articles or any applicable Statement of Rights, or (ii) any purchase or redemption by the Company of its own shares.	
 
5.	REGISTER OF MEMBERS	
 
5.1	The Directors shall maintain or cause to be maintained a Register in the manner required by the Law. The Register shall be kept at the Registered Office or at such other place in the Island of Jersey as the Directors from time to time determine. In each year, the Directors shall prepare or cause to be prepared and filed an annual return containing the particulars required by Article 41 of the Law.	
 
5.2	The Company shall not be required to enter the names of more than four joint Holders in the Register.	
 
6.	SHARE CERTIFICATES	
 
6.1	Every Member shall be entitled on application to the Company in Writing:	
 
 	6.1.1	without payment upon becoming the Holder of any shares to one certificate for all the shares of each class held by him and upon transferring a part only of the shares comprised in a certificate to a new certificate for the remainder of the shares so comprised; or	
 
9

 	6.1.2	upon payment of such reasonable sum for each certificate as the Directors shall from time to time determine to several certificates each for one or more of his shares of any class.	
 
6.2	Following an application to the Company in Writing by the Member pursuant to Article 6.1, a certificate shall be issued within two (2) Months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) and shall be executed by the Company. A certificate may be executed:	
 
 	6.2.1	if the Company has a Seal, by causing a seal of the Company to be affixed to the certificate in accordance with these Articles; or	
 
 	6.2.2	whether or not the Company has a Seal, by the signature on behalf of the Company of two (2) Directors or one Director and the Secretary or two (2) authorised Persons and such signature may be affixed to any certificate by facsimile or any other Electronic or mechanical means, or by printing the signature on it. Every certificate shall further specify the shares to which it relates and the amount Paid Up thereon and if so required by the Law the distinguishing numbers of such shares.	
 
6.3	The Company shall not be bound to issue more than one certificate in respect of a share held jointly by several Persons and delivery of a certificate for a share to one of several joint Holders shall be sufficient delivery to all such joint Holders.	
 
6.4	If a share certificate shall be worn out, defaced, lost or destroyed, a duplicate certificate may be issued on payment of such reasonable fee and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in relation thereto as the Directors think fit.	
 
6.5	Notwithstanding the foregoing, the Company shall not be required to issue a certificate in respect of shares issued to a DTC Depositary unless the DTC Depositary requests that such certificate be issued by notice to the Company, in which case the foregoing provisions shall apply mutatis mutandis.	
 
7.	LIEN	
 
7.1	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable thereon or in respect thereof. The Directors may resolve that any share shall for such period as they think fit be exempt from the provisions of this Article.	
 
7.2	The Company may sell in such manner as the Directors think fit any shares on which the Company has a lien but no sale shall be made unless the monies in respect of which such	
 
10

 	lien exists or some part thereof are or is presently payable nor until fourteen Clear Days have expired after a Notice stating and demanding payment of the monies presently payable and giving Notice of intention to sell in default shall have been served on the Holder for the time being of the shares or the Person entitled thereto by reason of the death, bankruptcy or incapacity of such Holder.	
 
7.3	To give effect to any such sale the Directors may authorise such Person as they deem appropriate to execute an instrument of transfer of the shares sold to the purchaser thereof. The purchaser shall be registered as the Holder of the shares so transferred and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.	
 
7.4	The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the Person entitled to the shares at the time of the sale.	
 
8.	CALLS ON SHARES	
 
8.1	The Directors may subject to the provisions of these Articles and to any conditions of allotment from time to time make calls upon the Members in respect of any monies unpaid on their shares and each Member shall (subject to being given at least fourteen Clear Days’ Notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.	
 
8.2	A call may be required to be paid by instalments.	
 
8.3	Before receipt by the Company of any sum due thereunder, a call may be revoked in whole or in part and payment of a call may be postponed in whole or in part.	
 
8.4	A Person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.	
 
8.5	A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.	
 
8.6	The joint Holders of a share shall be jointly and severally liable to pay all calls and all other payments to be made in respect of such share.	
 
8.7	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due may be required to pay interest on the sum from the day appointed for payment thereof to the time of actual payment at a rate determined by the Directors but the Directors shall be at liberty to waive payment of such interest wholly or in part.	
 
11

8.8	Any sum that by or pursuant to the terms of issue of a share becomes payable upon allotment or at any fixed date shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by or pursuant to the terms of issue the same becomes payable and in case of non-payment all the relevant provisions of these Articles as to payment of interest, forfeiture, surrender or otherwise shall apply as if such sum had become due and payable by virtue of a call duly made and notified.	
 
8.9	The Directors may on the issue of shares differentiate between the Holders as to the amount of calls to be paid and the times of payment.	
 
8.10	The Directors may if they think fit receive from any Member an advance of monies which have not yet been called on his shares or which have not yet fallen due for payment. Such advance payments shall, to their extent, extinguish the liability in respect of which they are paid. The Company may pay interest on any such advance, at such rate as the Directors think fit, for the period covering the date of payment to the date (the “ Due Date ”) when the monies would have been due had they not been paid in advance. For the purposes of entitlement to dividends, monies paid in advance of a call or instalment shall not be treated as paid until the Due Date.	
 
9.	FORFEITURE OF SHARES	
 
9.1	If a Member fails to pay any call or instalment of a call on or before the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a Notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest that may have accrued and any costs, charges and expenses that may have been incurred by the Company by reason of such non-payment.	
 
9.2	The Notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of such Notice) on or before which the payment required by the Notice is to be made and the place where payment is to be made and shall state that in the event of non-payment at or before the time appointed and at the place appointed the shares in respect of which the call was made will be liable to be forfeited.	
 
9.3	If the requirements of any such Notice as aforesaid are not complied with, any share in respect of which such Notice has been given may at any time thereafter before payment of all calls and interest due in respect thereof has been made be forfeited by a resolution of the Directors to that effect and such forfeiture shall include all dividends which shall have been declared on the forfeited shares and not actually paid before the forfeiture.	
 
9.4	When any share has been forfeited in accordance with these Articles, Notice of the forfeiture shall forthwith be given to the Holder of the share or the Person entitled to the share by transmission as the case may be and an entry of such Notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the entry of the share but no forfeiture shall be invalidated in any manner by any omission or neglect to give such Notice or to make such entry as aforesaid.	
 
12

9.5	The Directors may, at any time after serving a Notice in accordance with Article 9.1, accept from the Member concerned the surrender of such shares as are the subject of the Notice, without the need otherwise to comply with the provisions of Articles 9.1 to 9.4. Any such shares shall be surrendered immediately and irrevocably upon the Member delivering to the Company the share certificate for the shares and such surrender shall also constitute a surrender of all dividends declared on the surrendered shares but not actually paid before the surrender. The Company shall, upon such surrender forthwith make an entry in the Register of the surrender of the share with the date thereof but no surrender shall be invalidated in any manner by any omission or neglect to make such entry as aforesaid.	
 
9.6	A forfeited or surrendered share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the Person who was before forfeiture or surrender the Holder thereof or entitled thereto or to any other Person upon such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or other disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited or surrendered share is to be transferred to any Person, the Directors may authorise such Person as they deem appropriate to execute an instrument of transfer of the share to that Person.	
 
9.7	A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the forfeited or surrendered shares and shall (if he has not done so already) surrender to the Company for cancellation the certificate for the shares forfeited or surrendered. Notwithstanding the forfeiture or the surrender such Member shall remain liable to pay to the Company all monies that at the date of forfeiture or surrender were presently payable by him in respect of those shares with interest thereon at the rate at which interest was payable before the forfeiture or surrender or at such rate as the Directors may determine from the date of forfeiture or surrender until payment, provided that the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal.	
 
9.8	A declaration under oath by a Director or the Secretary (or by an Officer of a corporate Secretary) that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share. The declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate for the share delivered to a purchaser or allottee thereof shall (subject to the execution of an instrument of transfer if the same be so required) constitute good title to the share. The Person to whom the share is sold, re-allotted or disposed of shall be registered as the Holder of the share and shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in respect of the forfeiture, surrender, sale, re-allotment or disposal of the share.	
 
13

10.	TRANSFER OF SHARES	
 
10.1	Save as otherwise permitted under the provisions under the Law for uncertificated shares or exemptions from the provisions of Article 42(1) of the Law, all transfers of shares shall be effected using an instrument of transfer.	
 
10.2	Save as otherwise permitted under the provisions of the Law in relation to uncertificated shares or exemptions from the provisions of Article 42(1) of the Law, the instrument of transfer of any share shall be in Writing in any usual common form or any form approved by the Directors.	
 
10.3	The instrument of transfer of any share shall be Signed by or on behalf of the transferor and in the case of an unpaid or partly paid share by the transferee. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof.	
 
10.4	The Directors may in their absolute discretion and without assigning any reason therefor:	
 
 	10.4.1	refuse to register any transfer of partly paid shares or any transfer of shares on which the Company has a lien; and	
 
 	10.4.2	refuse to register any transfer if such transfer is:	
 
 	(a)	of shares that were not registered under the U.S. Securities law and such transfer is being made pursuant to an exemption from registration under the U.S. securities laws unless the transferor provides evidence satisfactory to the Directors that such transfer satisfies the terms of such exemption; or	
 
 	(b)	prohibited by the terms of any contract or undertaking to which the transferor is a party of which the Company is aware,	
but shall not otherwise refuse to register a transfer of shares made in accordance with these Articles.
 
10.5	The Directors may also refuse to register the transfer of a share unless the instrument of transfer:	
 
 	10.5.1	is lodged at the Registered Office or at such other place as the Directors may appoint accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;	
 
 	10.5.2	is in respect of only one class of shares; and	
 
 	10.5.3	is in favour of not more than four proposed joint transferees.	
 
14

10.6	If the Directors refuse to register a transfer of a share they shall within two (2) Months after the date on which the instrument of transfer was lodged with the Company send to the proposed transferor and transferee Notice of the refusal.	
 
10.7	All instruments of transfer relating to transfers of shares that are registered shall be retained by the Company but any instrument of transfer relating to transfers of shares that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.	
 
10.8	The registration of transfers of shares or of transfers of any class of shares may not be suspended.	
 
10.9	Unless otherwise decided by the Directors in their sole discretion, no fee shall be charged in respect of the registration of any instrument of transfer or other document relating to or affecting the title to any share.	
 
10.10	In respect of any allotment of any share, the Directors shall have the same right to decline to approve the registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under these Articles.	
 
11.	TRANSMISSION OF SHARES	
 
11.1	In the case of the death of a Member, the survivor or survivors where the deceased was a joint Holder and the executors or administrators of the deceased where he was a sole or only surviving Holder shall be the only Persons recognised by the Company as having any title to his interest in the shares but nothing in this Article shall release the estate of a deceased joint Holder from any liability in respect of any share that had been jointly held by him.	
 
11.2	Any Person becoming entitled to a share in consequence of the death, bankruptcy or incapacity of a Member may, upon such evidence as to his title being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as the Holder of the share or to have some other Person nominated by him registered as the Holder thereof.	
 
11.3	If the Person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a Notice Signed by him stating that he so elects. If he shall elect to have another Person registered, he shall testify his election by an instrument of transfer of the share in favour of that Person. All the limitations restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such Notice or instrument of transfer as aforesaid as if it were an instrument of transfer executed by the Member and the death, bankruptcy or incapacity of the Member had not occurred.	
 
11.4	A Person becoming entitled to a share by reason of the death, bankruptcy or incapacity of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the Holder of the share except that he shall not, before being registered as the Holder of the share, be entitled in respect of it to exercise any right	
 
15

 	conferred by membership in relation to meetings of the Company. The Directors may at any time give Notice requiring any such Person to elect either to be registered himself or to transfer the share and, if the Notice is not complied with within one Month, such Person shall be deemed to have so elected to be registered himself and all the restrictions on the transfer and transmission of shares contained in these Articles shall apply to such election.	
 
12.	REDEMPTION AND PURCHASE OF SHARES	
 
12.1	Subject to any rights for the time being conferred on the Members holding a particular class of shares, the Company may by its Directors:	
 
 	12.1.1	issue shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable shares, on the terms and in the manner its Directors determine before the issue of those shares;	
 
 	12.1.2	convert existing non-redeemable shares, whether issued or not, into shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable shares, on the terms and in the manner its Directors determine before the conversion of those shares; and	
 
 	12.1.3	purchase all or any shares of any class including any redeemable shares.	
 
12.2	The Company may hold shares acquired by way of purchase or redemption of shares as treasury shares in a manner authorised by Article 58A of the Law.	
 
12.3	Where the Company converts any issued shares into redeemable shares for the purposes of facilitating a repurchase, redemption or other buy back of shares, the Company may only convert and repurchase, buy back or redeem those shares of a Member who has provided his or her prior consent (which consent shall be deemed to have been given if such Member tenders his or her shares for conversion, repurchase, buy back or redemption and regardless of whether or not such Member is aware that the Company is the purchaser of his or her shares in such transaction), and there shall be no obligation on the Directors or Company to offer to convert and repurchase, buy back or redeem any other shares held by any other Members and no Member shall have any rights to require their shares to be considered for conversion and redemption.	
 
12.4	The Company may make a payment in respect of the repurchase, buy back or redemption of shares in any manner authorised by the Law, including out of capital and otherwise than out of its profits or the proceeds of a fresh issue of shares.	
 
12.5	When making a payment in respect of the repurchase, buy back or redemption of shares the Directors may make the payment in cash or in kind (or partly in one way and partly in the other way).	
 
16

12.6	Upon the date of redemption or purchase of a share:	
 
 	12.6.1 	the Member holding that share shall cease to be entitled to any rights in respect of the share other than the right to receive the following:	
 
 	12.6.1.1 	the price for the share; and	
 
 	12.6.1.2 	unless expressly agreed otherwise to the contrary between that Member and the Company, any dividend declared in respect of the share prior to the date of redemption or purchase;	
 
 	12.6.2	 the Member’s name shall be removed from the register of members with respect to the share; and	
 
 	12.6.3 	the share shall be cancelled or become a treasury share.	
 
12.7	For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.	
 
13.	GENERAL MEETINGS	
 
13.1	The Company shall, in accordance with the Law and all applicable laws, rules and regulations to which the Company is subject by virtue of the listing of its shares on NASDAQ, hold a general meeting in each calendar year as its Annual General Meeting at such time and place as may be determined by the Directors. The first Annual General Meeting following the adoption of these Articles will be held within the time period specified by the Law or such applicable laws, rules and regulations applicable to the Company’s listing on NASDAQ.	
 
13.2	The above-mentioned general meeting shall be called the “ Annual General Meeting ”. All other general meetings shall be called “ Extraordinary General Meetings ”.	
 
13.3	The Directors may, whenever they think fit, convene an Extraordinary General Meeting of the Company.	
 
13.4	The Directors shall also convene an Extraordinary General Meeting of the Company if requisitioned to do so by Members holding not less than one-tenth of the total voting rights of the Members of the Company who have the right to vote at the meeting requisitioned (or such other voting rights threshold as may be prescribed by the Law from time to time hereafter).	
 
13.5	The Requisition Notice served on the Company pursuant to Article 13.4 shall be signed by or on behalf of the requisitionists and deposited at the Registered Office of the Company, and may consist of several documents in similar form from each signed by or on behalf of one or more requisitionists.	
 
13.6	The Requisition Notice shall state the objects of the Requisitioned Meeting and shall be accompanied by supporting documents relevant to these objects. The Requisition Notice shall also be accompanied by Written evidence from the requisitionists (in form and substance satisfactory to the Company) of the total voting rights then held by the requisitionists.	
 
17

13.7	For the purposes of Article 15.7A, the objects of any meeting that is requisitioned by Members in accordance with Article 13.4 shall be considered non-regular business unless the Directors in their absolute discretion determine otherwise.	
 
13.8	No business other than that stated in the Notice of the meeting shall be transacted or considered at any Extraordinary General Meeting that is not called at the instigation of the Directors (unless the Directors in their absolute discretion deem it to be relevant, related or incidental to the business stated in the Notice of that meeting).	
 
14.	CLASS MEETINGS	
Save as otherwise provided in these Articles or in any Statement of Rights, all the provisions of these Articles and of the Law relating to general meetings of the Company and to the proceedings thereat shall apply mutatis mutandis to every class meeting. Each Director shall also be entitled, unless he has notified the Secretary in Writing of his contrary desire, to receive Notice of all class meetings. Subject to the provisions of these Articles and any Statement of Rights, at any class meeting the Holders of shares of the relevant class shall on a poll have one vote in respect of each share of that class held by them.
 
15.	NOTICE OF GENERAL MEETINGS	
 
15.1	At least fourteen (14) Clear Days’ Notice (or such longer period of time as may be required by these Articles and all applicable laws, rules and regulations to which the Company is subject by virtue of the listing of its shares on NASDAQ) shall be given of every Annual General Meeting and of every Extraordinary General Meeting, including every general meeting called for the passing of a Special Resolution.	
 
15.2	A meeting of the Company shall, notwithstanding that it is called by shorter Notice than that specified in Article 15.1, be deemed to have been duly called if it is so agreed:	
 
 	15.2.1	in the case of an Annual General Meeting, by all the Members entitled to attend and vote thereat; and	
 
 	15.2.2	subject always to Article 15.6A, in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting and which Members collectively hold not less than ninety-five per cent of the total voting rights of the Members who have that right.	
 
15.3	Subject always to Article 15.6A, every Notice shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted. Every Notice of an Annual General Meeting shall also identify the meeting as such.	
 
15.4	Subject to the provisions of these Articles and to any restrictions imposed on any shares, Notice of every general meeting shall be given to all the Members, to the Auditors (if any) and to every Director.	
 
18

15.5	In every Notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.	
 
15.6	The accidental omission to give Notice of a meeting to or the non-receipt of Notice of a meeting by any Person entitled to receive Notice shall not invalidate the proceedings at that meeting.	
 
15.6A	The Company shall give at least 60 Clear Days’ Notice (or (i) such shorter period of time as may be required by the Law, or (ii) such other period of time as may be determined by the Directors in their absolute discretion but being not less than 14 Clear Days’ Notice) of any Extraordinary General Meeting at which non-regular business is to be transacted. Such Notice shall specify the general nature of such business and shall be accompanied by the supporting documents required by Article 15.7A. If any resolution is to be proposed at such Extraordinary General Meeting as a Special Resolution, the Notice shall contain a statement to that effect.	
 
15.7	For the purposes of these Articles, “regular business” shall mean:	
 
 	15.7.1 	declaring dividends;	
 
 	15.7.2 	considering and adopting the accounts, the reports of the Directors (if any) and Auditors and other documents required to be annexed to the accounts;	
 
 	15.7.3 	appointing or re-appointing Directors at an Annual General Meeting to fill vacancies arising at the meeting on retirement;	
 
 	15.7.4 	re-appointing the retiring Auditors unless they were last appointed otherwise than by the Company at an Annual General Meeting; or	
 
 	15.7.5 	such other business as the Directors shall in their absolute discretion determine to be regular business;	
and therefore non-regular business shall be any business not contemplated in Articles 15.7.1 to 15.7.5 above.
 
15.7A	Any Notice for which non-regular business is proposed shall be accompanied by Written proposals in relation to the non-regular business to be considered at the meeting that must comply with all laws, rules and regulations applicable to the Company by virtue of the listing of its shares on NASDAQ and that must provide sufficient detail (as determined by the Directors) to enable Members to properly consider the non-regular business proposed for such meeting.	
 
15.8	Any Member Present at any meeting of the Company shall, for all purposes, be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.	
 
19

15.9	For the purposes of determining which persons are entitled to Notice of or to attend or vote at a meeting and how many votes such person may cast, the record date for that meeting shall be, unless specified to the contrary in the Notice of the meeting, the day immediately preceding the day on which the Notice of the meeting is sent to Members, such date being the “ Record Date ” for such meeting.	
 
16.	PROCEEDINGS AT GENERAL MEETINGS	
 
16.1	No business (other than the appointment of a chairman) shall be transacted at any general meeting except the adjournment of the meeting unless a quorum of Members is Present at the time when the meeting proceeds to business. Such quorum shall consist of one or more Members Present who hold or represent shares conferring not less than a majority of the total voting rights of all the Members entitled to vote at the general meeting provided that where the Company has more than one Member, if only one Member is Present at a meeting in order for the meeting to be quorate, the chairman of the meeting must be a Person other than the Member Present, and provided that if at any time all of the issued shares in the Company are held by one Member such quorum shall consist of that Member Present.	
 
16.2	If a Member is by any Electronic means in communication with the other Members at a meeting so that each Member participating in the meeting can hear what is said by all other Members so participating in the meeting, whether physically present at the meeting or participating by means of Electronic communication, such Member shall be deemed to be Present at a meeting with the other Members so participating notwithstanding that all the Members so participating are not Present together in the same place. A meeting at which any or all of the Members participate as aforesaid shall be deemed to be a general meeting of the Company for the purposes of these Articles notwithstanding any other provisions of these Articles and all of the provisions of these Articles and of the Law relating to general meetings of the Company and to the proceedings thereat shall apply mutatis mutandis to every such meeting.	
 
16.3	If within half-an-hour from the time appointed for the meeting a quorum is not Present or if during the meeting a quorum ceases to be Present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the Directors shall determine. The Record Date for an adjourned meeting shall be the Record Date of the original meeting for which the adjourned meeting has been convened.	
 
16.4	In the absence of the Notice specifying another Director to preside as chairman of that general meeting, the chairman of the Directors shall preside as chairman at every general meeting of the Company.	
 
16.5	If at any meeting the stipulated chairman of the meeting (or the alternate designated in the Notice) is not Present within fifteen minutes after the time appointed for holding the meeting, the meeting shall stand adjourned.	
 
16.6	The chairman of the general meeting may in his absolute discretion and without the need for the consent of any meeting at which a quorum is Present (and shall if so directed by	
 
20

 	the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.	
 
16.7	When a meeting is adjourned for thirty days or more, Notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid and subject always to Articles 15.6A, 15.7A and 24.7, it shall not be necessary to give any Notice of any adjourned meeting or of the business to be transacted at an adjourned meeting.	
 
16.8	At any general meeting, all voting shall be conducted on the basis of a poll, which poll shall be undertaken in such manner as the chairman of the meeting directs, including for these purposes by way of Electronic voting.	
 
16.9	The voting results of any poll undertaken at a general meeting shall be deemed to be the resolution of the matters for which a vote of the Members was required.	
 
16.10	In the event of an equality of votes at any general meeting, the chairman shall not be entitled to a second or casting vote.	
 
16.11	A poll for any voting demanded at the general meeting on a question of adjournment shall be taken forthwith. A poll for any voting demanded on any other question shall be taken either forthwith or on such day and at such time and place as the chairman of the general meeting directs, provided always that for matters for which either Article 15.6A or 24.7 apply, the date of voting on such matters shall take place in accordance with the requirements of those Articles.	
 
16.12	A demand at a general meeting for a poll to be conducted so as to vote on a matter shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the voting has been so demanded.	
 
16.13	The Members may not pass Ordinary or Special Resolutions in Writing and any Written resolutions of the Members shall be void and of no effect.	
 
16.14	The Directors may, for the purpose of facilitating the organisation and administration of any general meeting, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the principal place) or otherwise as the Directors shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any Member or proxy to attend a general meeting at the principal place shall be subject to such arrangements as may be for the time being in force whether stated in the Notice convening the meeting to apply to that meeting or notified to the Members concerned subsequent to the notice convening the meeting.	
 
16.15	The Directors may make any arrangement and impose any restriction they consider in their absolute discretion appropriate to ensure the security of a meeting including the searching of a Person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The Directors are entitled to refuse entry to a meeting to a Person who refuses to comply with these arrangements.	
 
21

17.	VOTES OF MEMBERS	
 
17.1	All voting of Members shall be conducted on the basis of a poll.	
 
17.2	Subject to any special rights restrictions or prohibitions as regards voting for the time being attached to any shares as may be specified in the terms of issue thereof, any Statement of Rights or these Articles, every Member Present (including Members represented by proxy) shall have one vote for each share of which he is the Holder.	
 
17.3	In determining the number of votes cast for or against a proposal, shares abstaining from voting on any resolution and votes by a broker that have not been directed by the beneficial owner to vote on any resolution in any particular manner will be counted for purposes of determining a quorum for the general meeting but not for purposes of determining the number of votes cast for or against the proposal.	
 
17.4	In the case of joint Holders of any share, such Persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether personally or by proxy in their name. In default of such election the Person whose name appears first in order in the Register in respect of such share shall be the only Person entitled to vote in respect thereof.	
 
17.5	A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island of Jersey or elsewhere) in matters concerning legal incapacity or interdiction may vote, whether on a show of hands or a poll, by his attorney, curator, receiver or other Person authorised in that behalf appointed by that court and any such attorney, curator, receiver or other Person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator, receiver or other Person may be required by the Directors prior to any vote being exercised by such attorney, curator, receiver or other Person.	
 
17.6	No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company of which he is Holder or one of the joint Holders have been paid.	
 
17.7	No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.	
 
17.8	On a poll, votes may be given either personally or by proxy (including through Electronic means).	
 
17.9	The Directors may at the expense of the Company send by post or other Electronic means to the Members instruments of proxy (with or without provision for their return prepaid)	
 
22

 	for use at any general meeting or at any separate meeting of the Holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other Persons. If for the purpose of any meeting invitations to appoint as proxy a Person or one or more of a number of Persons specified in the invitations are issued at the Company’s expense they shall be issued to all (and not to some only) of the Members entitled to be sent a Notice of the meeting and to vote thereat by proxy.	
 
17.10	The instrument appointing a proxy shall be in Writing in any common form (which shall include for these purposes in Electronic form) or as approved by the Directors and shall be under the hand of the appointor or of his attorney duly authorised in Writing or if the appointor is a corporation either under seal or under the hand of a duly authorised officer, attorney or other representative. A proxy need not be a Member.	
 
17.11	The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is Signed or a notarially certified copy of that power or authority shall:	
 
 	17.11.1	be deposited at or sent to the Registered Office or at such other place, which may for these purposes include being sent to the Company Electronically, as is specified for that purpose by the Notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote; or	
 
 	17.11.2	be delivered at the meeting at which it shall be voted, including for these purposes Electronically, to the chairman of the meeting.	
 
17.12	An instrument of proxy which is not deposited or sent in the manner so required by Article 17.11 above shall be valid only if it is approved by the Directors or all the other Members who are Present at the meeting.	
 
17.13	Unless the contrary is stated thereon, the instrument appointing a proxy for a meeting shall be as valid for any adjournment of the meeting as for the meeting to which it relates.	
 
17.14	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no Notice in Writing of such death, insanity or revocation shall have been received by the Company at the Registered Office before the Record Date for the meeting or adjourned meeting at which such vote is cast.	
 
18.	CORPORATE MEMBERS	
 
18.1	Any body corporate that is a Member may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of Members (or of any class of Members) and the Person so authorised shall be entitled to exercise on behalf of the body corporate that he represents the same powers as that body corporate could exercise if it were an individual.	
 
23

18.2	Where a Person is authorised to represent a body corporate at a general meeting of the Company, the Directors or the chairman of the meeting may require him to produce a certified copy of the resolution from which he derives his authority.	
 
19.	DTC SYSTEM VOTING ARRANGEMENTS	
 
19.1	For the purpose of facilitating the giving of voting instructions for any general meeting by any Person who holds, or holds interests in, beneficial interests in shares that are held and traded in the DTC System:	
 
 	19.1.1	each DTC Proxy may appoint (whether by way of instrument of proxy, power of attorney, mandate or otherwise) more than one Person as its proxy in respect of the same general meeting or resolution provided that the instrument of appointment shall specify the number of shares in respect of which the proxy is appointed and only one proxy may attend the general meeting and vote in respect of any one share;	
 
 	19.1.2	each DTC Proxy may appoint (by power of attorney, mandate or otherwise) an agent (including a proxy solicitation agent or similar Person) for the purposes of obtaining voting instructions and submitting them to the Company on behalf of that DTC Proxy, whether in hard copy form or Electronic form;	
 
 	19.1.3	each instrument of appointment made by a DTC Proxy or its agent shall, unless the Company is notified to the contrary in Writing at least three (3) hours before the start of the meeting (or adjourned meeting), be deemed to confer on the relevant proxy or agent the power and authority to appoint one or more sub-proxies or sub-agents or otherwise sub-delegate any or all of its powers to any Person;	
 
 	19.1.4	the Directors may accept any instrument of appointment made by a DTC Proxy or its agent as sufficient evidence of the authority of that DTC Proxy or agent or require evidence of the authority under which any such appointment has been made; and	
 
 	19.1.5	the Directors may, to give effect to the intent of this Article:	
 
 	19.1.5.1 	make such arrangements, either generally or in any particular case, as they think fit (including making or facilitating arrangements for the submission to the Company of voting instructions on behalf of DTC Proxies, whether in hard copy form or Electronic form);	
 
 	19.1.5.2 	make such regulations, either generally or in any particular case, as they think fit, whether in addition to, or in substitution for, any other provision of these Articles; and	
 
 	19.1.5.3 	do such other acts and things as they consider necessary or desirable (including approving the form of any instrument of appointment of proxy or agent, whether in hard copy form or Electronic form).	
 
24

19.2	If any question arises at or in relation to a general meeting as to whether any Person has been validly appointed as a proxy or agent by a DTC Proxy or its agent to vote (or exercise any other right) in respect of any Ordinary Shares:	
 
 	19.2.1	if the question arises at a general meeting, the question will be determined by the chairman of the meeting in his sole discretion; or	
 
 	19.2.2	if the question arises otherwise than at a general meeting, the question will be determined by the Directors in their sole discretion.	
 
19.3	The decision of the chairman of the meeting or the Directors (as applicable), which may include declining to recognise a particular appointment as valid, will, if made in good faith, be final and binding on all Persons interested.	
 
20.	DIRECTORS	
 
20.1	The Directors shall determine the maximum and minimum number of Directors and unless and until otherwise so determined, and subject to the provisions of the Law, the number of Directors shall not be less than two (2) nor more than thirteen (13).	
 
20.2	A Director need not be a Member but he shall be entitled to receive Notice of any general meeting and, subject to Article 14, all separate meetings of the Holders of any class of shares in the Company. Whether or not a Director is entitled to receive such Notice, he may nevertheless attend and speak at any such meeting.	
 
21.	ALTERNATE DIRECTORS	
 
21.1	No Director shall have the power or authority to appoint an alternate director to attend and vote in his place at any meetings of Directors at which he is not personally present.	
 
21.2	Any purported appointment of another Director or Person as an alternate director for a Director shall be null and void in all respects.	
 
22.	POWERS OF DIRECTORS	
 
22.1	The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not by virtue of the Law or these Articles required to be exercised by the Company in general meeting.	
 
22.2	The Directors’ powers shall be subject to the provisions of these Articles, to the provisions of the Law and to such regulations (being not inconsistent with the aforesaid regulations or provisions) as may be prescribed by the Company in general meeting pursuant to a Special Resolution but no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.	
 
25

22.3	The Directors may by power of attorney, mandate or otherwise appoint any Person to be the agent of the Company for such purposes and on such conditions as they determine including authority for the agent to delegate all or any of his powers.	
 
23.	DELEGATION OF DIRECTORS’ POWERS	
 
23.1	The Directors may delegate any of their powers to committees consisting of such Director or Directors or such other Persons as they shall in their absolute discretion think fit. Any committee so formed shall in the exercise of the powers so delegated (which may include authority to sub-delegate all or any of the powers so delegated) conform to any regulations that may be imposed on it by the Directors.	
 
23.2	The meetings and proceedings of any such committee consisting of two (2) or more Persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under this Article.	
 
24.	APPOINTMENT OF DIRECTORS	
 
24.1	Solely for purposes of the election of Directors, the Directors (other than those Directors, if any, elected by the Holders of any class of Preferred Shares, voting separately as a class or together with one or more other such classes, as the case may be) shall be divided into (3) classes, as nearly equal in size as possible, designated Class I, Class II and Class III. Directors already in office upon the date of the adoption of these Articles have previously been assigned to their respective classes.	
 
24.2	Class I Directors shall initially serve for a term expiring at the first Annual General Meeting following the date the Ordinary Shares are first publicly traded on NASDAQ (the “ IPO Date ”), Class II Directors shall initially serve for a term expiring at the second Annual General Meeting following the IPO Date and Class III Directors shall initially serve for a term expiring at the third Annual General Meeting following the IPO Date. At each succeeding Annual General Meeting, successors to the class of Directors whose term expires at that Annual General Meeting shall be elected for a term expiring at the third succeeding Annual General Meeting. If the number of such Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any such additional Director of any class elected to fill a newly created Directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of Directors remove or shorten the term of any incumbent Director. Any such Director shall hold office until the Annual General Meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his office is vacated in accordance with Article 25. Any Director elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of that class for which such Director shall have been chosen and until his or her successor shall be elected and qualified, or his office is vacated in accordance with Article 25.	
 
26

24.3	If, at any Annual General Meeting, one or more Directors in either of the two classes not required to retire at such meeting by the foregoing Articles desires to retire and not be eligible for re-election, then such Director or Directors may do so without affecting the retirement and eligibility for re-election of the Directors in the class that is required to retire at such meeting (subject to the minimum number of Directors set forth in Article 20.1). Similarly, if at any Annual General Meeting, there is a greater number of Directors nominated for election than there are vacancies created by Directors retiring at such meeting, such greater number of Directors may be elected at such meeting (subject to the maximum number of Directors set forth in Article 20.1). As a result of the foregoing, following the Annual General Meeting, the Board of Directors will be re-classified pursuant to Article 24.2 above for purposes of the next Annual General Meeting, if it is necessary to do so in order to achieve classes of equal or approximately equal size as provided for in such Article.	
 
24.4	In default a Director whose term expires at an Annual General Meeting shall be deemed to have been re-elected except in any of the following cases:	
 
 	24.4.1	where at such meeting it is expressly resolved not to fill the vacancy;	
 
 	24.4.2	where a resolution for the re-election of the retiring Director is put to the meeting and lost; or	
 
 	24.4.3	where the retiring Director has given notice to the Company that he is unwilling to be re-elected.	
 
24.5	The retirement and re-election of Directors shall not have effect until the conclusion of the Annual General Meeting.	
 
24.6	A majority of the Directors then in office, acting upon the recommendation of the Independent Directors (or a committee thereof), shall have power at any time and from time to time to appoint any person to be a Director to fill Director vacancies resulting from any of the circumstances described in Article 25 below. Any Director who is so appointed shall hold office until the Annual General Meeting at which the Director he has replaced would have been due to retire and be made eligible for re-election under Article 24.2.	
 
24.7	No person other than a Director retiring at the meeting shall, unless recommended by the Independent Directors (or a committee thereof) for election, be eligible for appointment as a Director at any meeting unless no more than one hundred and twenty (120) and at least ninety (90) Clear Days’ notice expiring the anniversary of the preceding Annual General Meeting of the Company, and containing the information set out in the last sentence of this Article 24.7, shall be given to the Company of the intention of any Member or Members holding at least one tenth (1/10th) of the total voting rights of the Members who have the right to vote at general meetings to propose any person for election to the office of Director at the Annual General Meeting in that year, provided that (a) in the case of the first Annual General Meeting to be held in 2016, and (b) in the case of each subsequent Annual General Meeting beginning in 2017 whose date is	
 
27

 	advanced more than thirty (30) days prior to such anniversary date or delayed more than sixty (60) days after such anniversary date, such Notice must be received by the Company no earlier than one hundred and twenty (120) Clear Days prior to that meeting and no later than the later of sixty (60) Clear Days prior to the date of that meeting or the tenth (10 th ) Clear Day following the day on which public announcement of the date of that meeting was first made by the Company.	
 
24.8	In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of Notice as described in this Article.	
 
24.9	Notice to the Company from any relevant Member or Members sent pursuant to this Article shall set forth each person whom the Member or Members propose to nominate for election or re-election as a Director and all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case, pursuant to Regulation 14A under the United States Securities Exchange Act of 1934 (the “ Exchange Act ”) (including such person’s Written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), and shall be accompanied by notice in Writing signed by the person to be proposed of his or her willingness to be elected.	
 
24.10	No person shall be eligible to be nominated by a Member to serve as a Director unless nominated in accordance with the procedures set forth in this Article 24. The chairman of the Annual General Meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed hereby, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions, unless otherwise required by the Law, if the Member (or a qualified representative of the Member) does not appear at any such meeting of the Company to present a nomination such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company and counted for purposes of determining a quorum. For purposes of this Article 24.10, to be considered a qualified representative of the Member, a person must be a duly authorised officer, manager or partner of such Member or must be authorised in Writing by such Member or an Electronic transmission delivered by such Member to act for such Member as proxy at the meeting of Members and such person must produce such Writing or Electronic transmission, or a reliable reproduction of the Writing or Electronic transmission, at the meeting.	
 
24.11	Without limiting the foregoing provisions, a Member shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Article 24 provided that any references in these Articles to the Exchange Act or such rules and regulations are not intended to and shall not limit any requirements applicable to nominations pursuant to this Article 24, and compliance with this Article 24 shall be the exclusive means for a Member to make nominations.	
 
28

24.12	The Company shall keep or cause to be kept a register of particulars with regard to its Directors in the manner required by the Law.	
 
25.	RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS	
 
25.1	The office of a Director shall be vacated if the Director:	
 
 	25.1.1	resigns his office by Notice to the Company;	
 
 	25.1.2	dies or is declared legally incapacitated;	
 
 	25.1.3	ceases to be a Director by virtue of any provision of the Law or he becomes prohibited or disqualified by the Law or the laws, rules and regulations of NASDAQ from being a Director;	
 
 	25.1.4	becomes Bankrupt or makes any arrangement or composition with his creditors generally;	
 
 	25.1.5	becomes of unsound mind;	
 
 	25.1.6	is removed from office by Ordinary Resolution of the Company as a result of:	
 
 	(a)	the Director’s conviction (with a nolo contendere plea deemed to be a conviction) of a serious felony involving:	
 
 	(i)	moral turpitude; or	
 
 	(ii)	a violation of United States federal or state securities laws,	
 
    	but specifically excluding any conviction based entirely on vicarious liability; or	
 
 	(b)	the Director’s commission of any material act of dishonesty (such as embezzlement) resulting or intended to result in material personal gain or enrichment of such Director at the expense of the company or any of its subsidiaries and which act, if made the subject of criminal charges, would be reasonably likely to be charged as a felony, and for these purposes nolo contendere, felony and moral turpitude shall have the meanings given to them by the laws of the United States of America or any relevant state thereof and shall include any equivalent acts in any other jurisdiction; or	
 
 	25.1.7	receives Notice signed by not less than two-thirds (2/3 rd ) of the other Directors stating that he should cease to be a Director.	
 
25.2	Notwithstanding any other provision of these Articles, whenever the Holders of one or more classes of Preferred Shares shall have the right, voting separately as a class, to elect Directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the Statement of Rights applicable thereto, and such Directors so elected shall not be subject to the provisions of Articles 24 and 25 unless otherwise provided therein.	
 
29

26.	REMUNERATION AND EXPENSES OF DIRECTORS	
 
26.1	The Directors shall be entitled to such remuneration as the Directors may determine subject to any limitation as the Company may by Ordinary Resolution determine.	
 
26.2	The Directors shall be paid out of the funds of the Company their travelling hotel and other expenses properly and necessarily incurred by them in connection with their attendance at meetings of the Directors or Members or otherwise in connection with the discharge of their duties.	
 
27.	EXECUTIVE DIRECTORS	
 
27.1	The Directors may from time to time appoint one or more of their number to the office of managing director or to any other executive office under the Company on such terms and for such periods as they may determine.	
 
27.2	The appointment of any Director to any executive office shall be subject to termination if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.	
 
27.3	The Directors may entrust to and confer upon a Director holding any executive office any of the powers exercisable by the Directors upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke withdraw alter or vary all or any of such powers.	
 
28.	DIRECTORS’ INTERESTS	
 
28.1	A Director who has, directly or indirectly, a material interest in a transaction entered into or proposed to be entered into by the Company or by a subsidiary of the Company that to a material extent conflicts or may conflict with the interests of the Company and of which he is aware, shall disclose to the Company the nature and extent of his interest.	
 
28.2	For the purposes of Article 28.1:	
 
 	28.2.1	the disclosure shall be made at the first meeting of the Directors at which the transaction is considered after the Director concerned becomes aware of the circumstances giving rise to his duty to make it or, if for any reason he fails to do so at such meeting, as soon as practical after the meeting, by Notice in Writing delivered to the Secretary;	
 
 	28.2.2	the Secretary, where the disclosure is made to him shall inform the Directors that it has been made and shall in any event table the Notice of the disclosure at the next meeting after it is made;	
 
30

 	28.2.3	a disclosure to the Company by a Director in accordance with Article 28.1 that he is to be regarded as interested in a transaction with a specified Person is sufficient disclosure of his interest in any such transaction entered into after the disclosure is made; and	
 
 	28.2.4	any disclosure made at a meeting of the Directors shall be recorded in the minutes of the meeting.	
 
28.3	Subject to the provisions of the Law, a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to tenure of office, remuneration and otherwise as the Directors may determine.	
 
28.4	Subject to the provisions of the Law, and provided that he has disclosed to the Company the nature and extent of any of his material interests in accordance with Article 28.1, a Director notwithstanding his office:	
 
 	28.4.1	may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;	
 
 	28.4.2	may be a director or other officer of or employed by or a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested;	
 
 	28.4.3	shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and	
 
 	28.4.4	may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.	
 
29.	PROCEEDINGS OF DIRECTORS	
 
29.1	The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit.	
 
29.2	A Director may at any time and the Secretary at the request of a Director shall summon a meeting of the Directors by giving to each Director not less than twenty-four hours’ Notice of the meeting provided that any meeting may be convened at shorter Notice and in such manner as each Director shall approve and provided further that, unless otherwise resolved by the Directors, Notices of Directors’ meetings need not be in Writing.	
 
29.3	Questions arising at any meeting shall be determined by a majority of votes.	
 
29.4	In the case of an equality of votes, the chairman shall not have a second or casting vote.	
 
31

29.5	A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be such number that represents a majority of the Directors then in office.	
 
29.6	A Director notwithstanding his interest may be counted in the quorum present at any meeting at which any contract or arrangement in which he is interested is considered and, provided he has made the disclosure required by Article 28.1, he may vote in respect of any such contract or arrangement except those concerning his own terms of appointment.	
 
29.7	If a Director is by any means in communication with one or more other Directors so that each Director participating in the communication can hear what is said by any other of them each Director so participating in the communication is deemed to be present at a meeting with the other Directors so participating notwithstanding that all the Directors so participating are not present together in the same place.	
 
29.8	The continuing Directors or Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum or becomes less than the number required by the Law, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting of the Company. If there are no Directors or no Director is able or willing to act, then any Member or the Secretary may summon a general meeting for the purpose of appointing Directors.	
 
29.9	The Directors may from time to time elect from their number, and remove, a chairman and/or deputy chairman and/or vice-chairman of the Board of Directors and determine the period for which they are to hold office.	
 
29.10	The chairman, or in his absence the deputy chairman, or in his absence the vice-chairman, shall preside at all meetings of the Directors but if no such chairman, deputy chairman or vice-chairman be elected or if at any meeting the chairman, deputy chairman or vice-chairman be not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be the chairman of the meeting.	
 
29.11	A resolution in Writing Signed by all the Directors entitled to receive Notice of a meeting of Directors or of a committee of Directors shall be valid and effectual as if it had been passed at a meeting of the Directors or of a committee of Directors duly convened and held and may consist of several documents in like form each Signed by one or more Directors.	
 
29.12	All acts done bona fide by any meeting of Directors or of a committee appointed by the Directors or by any Person acting as a Director shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or committee or Person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such Person had been duly appointed and was qualified and had continued to be a Director or a member of a committee appointed by the Directors and had been entitled to vote.	
 
32

30.	MINUTE BOOK	
 
30.1	The Directors shall cause to be entered in books kept for the purpose:	
 
 	30.1.1	the minutes of all proceedings at general meetings, class meetings, Directors’ meetings and meetings of committees appointed by the Directors;	
 
 	30.1.2	all resolutions in Writing passed in accordance with these Articles;	
 
 	30.1.3	every memorandum in Writing of a Sole Member-Director Contract (as defined in Article 30.3) which is drawn up pursuant to Article 30.3;	
 
 	30.1.4	every record in Writing of a Sole Member’s Decision (as defined in Article 30.4); and	
 
 	30.1.5	all such other records as are from time to time required by the Law or, in the opinion of the Directors, by good practice to be minuted or retained in the books of the Company.	
 
30.2	Any minutes of a meeting of Directors or of any meeting of committees appointed by the Directors, if purporting to be Signed by the chairman of the meeting at which the proceedings were had (or by such other Person as the chairman of the meeting may have designated, including the Secretary or secretary pro tem of that meeting) or by the chairman of the next succeeding meeting shall be conclusive evidence of the proceedings.	
 
30.3	This Article 30.3 applies where the Company has only one Member and that Member is also a Director. If the Company, acting otherwise than in the ordinary course of its business, enters into a contract with such Member (a “Sole Member-Director Contract”) and that Sole Member-Director Contact is not in Writing, the terms thereof shall be:	
 
 	30.3.1	set out in a memorandum in Writing;	
 
 	30.3.2	recorded in the minutes of the first meeting of the Directors following the making of the contract; or	
 
 	30.3.3	recorded in such other manner or on such other occasion as may for the time being be permitted or required by the Law.	
 
30.4	This Article 30.4 applies where the Company has only one Member and that Member has taken a decision that may be taken by the Company in general meeting and that has effect in law as if agreed by the Company in general meeting (a “Sole Member’s Decision”). A Sole Member’s Decision may (without limitation) be taken by way of resolution in Writing but if not so taken, the sole Member shall provide the Company with a record in Writing of his decision as soon as practicable thereafter.	
 
33

31.	SECRETARY	
 
31.1	The Secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by the Directors.	
 
31.2	Anything required or authorised to be done by or to the Secretary may if the office is vacant or there is for any other reason no secretary capable of acting be done by or to any assistant or deputy secretary or if there is no assistant or deputy secretary capable of acting by or to any Person authorised generally or specifically in that behalf by the Directors.	
 
31.3	The Company shall keep or cause to be kept at the Registered Office a register of particulars with regard to its Secretary in the manner required by the Law.	
 
32.	THE SEAL	
 
32.1	The Directors may determine that the Company shall have a Seal. Subject to the Law, if the Company has a Seal the Directors may determine that it shall also have an official seal for use outside of the Island and an official seal for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued.	
 
32.2	The Directors shall provide for the safe custody of all seals and no seal shall be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised in that behalf by the Directors.	
 
32.3	The Directors may from time to time make such regulations as they think fit determining the Persons and the number of such Persons who shall sign every instrument to which a seal is affixed and until otherwise so determined every such instrument shall be Signed by one Director and by the Secretary or by a second Director.	
 
32.4	The Company may authorise an agent appointed for the purpose to affix any seal of the Company to a document to which the Company is a party.	
 
33.	AUTHENTICATION OF DOCUMENTS	
 
33.1	Any Director or the Secretary or any Person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company (including the Memorandum of Association and these Articles), any resolutions passed by the Company or the Directors and any books, records, documents and accounts relating to the business of the Company and to certify copies thereof or extracts therefrom as true copies or extracts.	
 
33.2	Where any books, records, documents or accounts of the Company are situated elsewhere than at the Registered Office, the local manager or other Officer or the company having the custody thereof shall be deemed to be a Person appointed by the Directors for the purposes set out in Article 33.1.	
 
34

34.	DIVIDENDS	
 
34.1	Subject to each Statement of Rights and the provisions of the Law, the Directors may from time to time declare dividends and fix the time for payment thereof.	
 
34.2	Subject to the provisions of the Law and any Statement of Rights, the Directors may if they think fit from time to time pay to the Members such interim dividends as they may determine.	
 
34.3	Subject to the Law, the Directors may, in respect of any dividend or dividends, offer to Holders of Ordinary Shares the right to elect to receive in lieu of such dividend (or part thereof) an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply:	
 
 	34.3.1	the basis of allotment shall be determined by the Directors so that each Holder of Ordinary Shares is entitled to such number of new Ordinary Shares whose aggregate value is as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such Holder has elected to forgo. For this purpose, the value of an Ordinary Share shall be equal to the final reported per share closing price as quoted for the Ordinary Shares on NASDAQ, on the day on which quotations in respect of the Ordinary Shares are first given ex the relevant dividend and the four subsequent trading days;	
 
 	34.3.2	the Directors shall give notice to Holders of Ordinary Shares of the right of election accorded to them and shall send with or following such notice forms of election and specify the procedure to be followed and the place at which and	
 
 	34.3.3	the latest date and time by which duly completed forms of election must be lodged in order to be effective;	
 
 	34.3.4	the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on Ordinary Shares in respect of which an election has been made and in lieu thereof additional Ordinary Shares shall be allotted to the holders of such shares on the basis of allotment determined as aforesaid. For that purpose, the Directors shall appropriate out of any amount for the time being standing to the credit of reserves or profit and loss account as the Directors may determine a sum equal to the aggregate number of additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of new Ordinary Shares on such basis;	
 
 	34.3.5	the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend (or share election in lieu); and	
 
 	34.3.6	the Directors may on any occasion determine that rights of election shall not be made available to any Holders of Ordinary Shares with registered addresses in	
 
35

 	any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.	
 
34.4	Subject to the provisions of the Law, these Articles and any Statement of Rights, if at any time the share capital of the Company is divided into different classes the Directors may pay such interim dividends in respect of those shares which confer on the Holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the Holders thereof preferential rights with regard to dividend.	
 
34.5	Subject to the provisions of the Law, the Directors may also pay half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate.	
 
34.6	Provided the Directors act bona fide they shall not incur any personal liability to the Holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.	
 
34.7	Subject to any particular rights or limitations as to dividends for the time being attached to any shares as may be specified in these Articles or in any Statement of Rights or upon which such shares may be issued, all dividends shall be declared, apportioned and paid pro rata according to the amounts Paid Up on the shares on which the dividend is paid (otherwise than in advance of calls), provided that if any share is issued on terms providing that it shall rank for dividend as if Paid Up (in whole or in part) or as from a particular date (either past or future) such share shall rank for dividends accordingly.	
 
34.8	The Directors may before paying any dividend set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors be applicable for any purpose to which such sums may be properly applied and pending such application may at the like discretion be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.	
 
34.9	The Directors may carry forward to the account of the succeeding year or years any balance which they do not think fit either to dividend or to place to reserve.	
 
34.10	Any resolution of the Directors declaring a dividend on the shares of any class or any resolution of the Directors for the payment of a fixed dividend on a date prescribed for the payment thereof may specify that the same shall be payable to the Persons registered as the Holders of shares of the class concerned at the close of business on a particular date notwithstanding that it may be a date prior to that on which the resolution is passed (or as the case may be that prescribed for payment of a fixed dividend) and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any shares of the relevant class.	
 
36

34.11	The Directors may deduct from any dividend or other monies payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.	
 
34.12	Any dividend or other monies payable in respect of a share may be paid by cheque or similar bank instrument sent through the post to the registered address of the Member or Person entitled thereto and in the case of joint Holders to any one of such joint Holders or to such Person and to such address as the Holder or joint Holders may in Writing direct. Every such cheque or similar bank instrument shall be made payable to the order of the Person to whom it is sent or to such other Person as the Holder or joint Holders may in Writing direct and payment of the cheque (or similar bank instrument, as applicable) shall be a good discharge to the Company. Every such cheque (or similar bank instrument) shall be sent at the risk of the Person entitled to the money represented thereby.	
 
34.13	All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall bear interest as against the Company.	
 
34.14	Any dividend which has remained unclaimed for a period of seven years from the date of declaration thereof shall if the Directors so resolve be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely.	
 
35.	CAPITALISATION OF PROFITS	
The Directors may with the authority of an Ordinary Resolution of the Company:
 
35.1	subject as hereinafter provided, resolve that it is desirable to capitalise any undistributed profits of the Company (including profits carried and standing to any reserve or reserves) not required for paying any fixed dividends on any shares entitled to fixed preferential dividends with or without further participation in profits or to capitalise any sum carried to reserve as a result of the sale or revaluation of the assets of the Company (other than goodwill) or any part thereof or to capitalise any sum standing to the credit of the Company’s stated capital account or capital redemption reserve fund;	
 
35.2	appropriate the profits or sum resolved to be capitalised to the Members in the proportion in which such profits or sum would have been divisible amongst them had the same been applicable and had been applied in paying dividends and to apply such profits or sum on their behalf either in or towards paying up any amount for the time being unpaid on any shares held by such Members respectively as the said resolution may provide any unissued shares or debentures of the Company such shares or debentures to be allotted and distributed credited as fully Paid Up to and amongst such Members in the proportions aforesaid or partly in one way and partly in the other provided that the stated capital account and the capital redemption reserve fund and any unrealised profits may for the purposes of this Article only be applied in the paying up of unissued shares to be allotted to Members credited as fully Paid Up;	
 
35.3	make all appropriations and applications of the profits or sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures if any and	
 
37

 	generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by the issue of certificates representing part of a shareholding or fractions of shares or by payments in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions; and	
 
35.4	authorize any Person to enter on behalf of all the Members entitled to the benefit of such appropriations and applications into an agreement with the Company providing for the allotment to them respectively credited as fully Paid Up of any further shares or debentures to which they may be entitled upon such capitalisation and any agreement made under such authority shall be effective and binding on all such Members.	
 
36.	ACCOUNTS AND AUDIT	
 
36.1	The Company shall keep accounting records that are sufficient to show and explain the Company’s transactions and are such as to:	
 
 	36.1.1	disclose with reasonable accuracy at any time the financial position of the Company at that time; and	
 
 	36.1.2	enable the Directors to ensure that any accounts prepared by the Company comply with requirements of the Law.	
 
36.2	The Directors shall prepare accounts of the Company made up to such date in each year as the Directors shall from time to time determine in accordance with and subject to the provisions of the Law.	
 
36.3	No Member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by the Law or authorised by the Directors or by Ordinary Resolution of the Company.	
 
36.4	The Directors shall deliver to the Registrar of Companies a copy of the accounts of the Company signed on behalf of the Directors by one of them together with a copy of the report thereon by the Auditors in accordance with the Law.	
 
36.5	The Directors or the Company by Ordinary Resolution shall appoint Auditors for any period or periods to examine the accounts of the Company and to report thereon in accordance with the Law.	
 
37.	COMMUNICATIONS	
 
37.1	Communications to be in Writing:	
 
 	37.1.1	any notice or other communication to be given to or by any Person pursuant to these Articles (other than a notice convening a meeting of the Directors) shall be in Writing.	
 
38

37.2	Communications to the Company:	
 
 	37.2.1	subject to the Law and except where otherwise expressly stated in these Articles, any document or information to be sent or supplied to the Company (whether or not such document or information is required or authorised under the Companies Laws) shall be in hard copy form or be sent or supplied in Electronic form or by means of a website;	
 
 	37.2.2	subject to the Law, a document or information may be given to the Company in Electronic form only if it is given in such form and manner and to such address as may have been specified by the Directors from time to time for the receipt of documents in Electronic form. The Directors may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such document or information given to it in Electronic form;	
 
 	37.2.3	a communication sent to the Company by Electronic means shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.	
 
37.3	Communications by the Company:	
 
 	37.3.1	the Company may send or supply any document or information to a Member in hard copy form:	
 
 	(a)	personally; or	
 
 	(b)	by sending or supplying it by post in a pre-paid envelope addressed to the Member at his registered address or by leaving it at that address in an envelope addressed to the Member.	
 
37.4	Subject to the Law, a document or information may be sent or supplied by the Company in Electronic form to any Member who has agreed (generally or specifically) that a document or information may be sent or supplied in Electronic form and has not revoked that agreement. Where a document or information is sent or supplied by Electronic means, it may only be sent or supplied to an address specified for that purpose by the Member.	
 
37.5	A document or information may be sent or supplied by the Company to a Member by being made available on a website if the member has agreed (generally or specifically), or pursuant to Article 37.7 is deemed to have agreed, that documents or information can be sent or supplied to the Member in that form and has not revoked such agreement. A document or information sent or supplied by means of a website must be made available in a form, and by a means, that the Company reasonably considers will enable the recipient:	
 
 	37.5.1	to read it; and	
 
 	37.5.2	to retain a copy of it.	
 
39

37.6	If a document or information is sent or supplied by the Company by means of a website, the Company must notify the intended recipient of:	
 
 	37.6.1	the presence of the document or information on the website;	
 
 	37.6.2	the address of the website; the place on the website where it may be accessed; and	
 
 	37.6.3	how to access the document or information.	
 
37.7	Any document or information made available on a website will be maintained on the website for a period of 28 days beginning with the date on which notification is given under Article 37.6 above, or such shorter period as may be decided by the Directors in their absolute discretion. A failure to make a document or information available on a website throughout the period mentioned in this Article shall be disregarded if:	
 
 	37.7.1	it is made available on the website for part of that period; and	
 
 	37.7.2	the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable for the Company to prevent or avoid.	
 
37.8	If a Member has been asked individually by the Company to agree that the Company may send or supply documents or information generally, or specific documents or information, to the member by means of a website and the Company does not receive a response within a period of 28 days beginning with the date on which the Company’s request was sent (or such longer period as the Directors may specify), such Member will be deemed to have agreed to receive such documents or information by means of a website in accordance with Article 37.5 (save in respect of any documents or information as may be required to be sent in hard copy form pursuant to the Law). A Member can revoke any such deemed election in accordance with Article 37.9 below.	
 
37.9	Any amendment or revocation of a notification given to the Company or agreement (or deemed agreement) under these Articles shall only take effect if in Writing, signed (or authenticated by Electronic means) by the Member and on actual receipt by the Company thereof.	
 
37.10	Where these Articles require or permit a document to be authenticated by a Person by Electronic means, to be valid it must incorporate the Electronic signature or personal identification details of that Person, in such form as the Directors may approve, or be accompanied by such other evidence as the Directors may require to satisfy themselves that the document is genuine.	
 
37.11	In the case of joint Holders of a share:	
 
 	37.11.1 	all documents or information shall be given to the joint Holder whose name stands first in the Register in respect of the joint holding and any document or information so given shall be deemed for all purposes given to all the joint Holders; and	
 
40

 	37.11.2 	anything to be agreed or specified in relation to any document or information to be given to them may be agreed or specified by any one of the joint Holders and any such agreement or specification shall be deemed for all purposes to be agreed or specified by all the joint Holders. The agreement or specification of the joint Holder whose name stands first in the Register in respect of the joint holding shall be accepted to the exclusion of the agreement or specification of any of the other joint Holders.	
 
 	37.11.3 	If a Member (or, in the case of joint Holders, the person first named in the Register) has a registered address outside of Jersey or the USA but has notified the Company of an address within Jersey or the USA at which documents or information may be given to him, he shall be entitled to have documents or information given to him at that address or, where applicable, to be notified at that address of the availability of documents or information on a website. Alternatively, if a Member has a registered address outside Jersey or the USA, he may give the Company an address for the purposes of communications in Electronic form in which event, subject to these Articles, documents or information may, at the Company’s absolute discretion, be sent to him at that address. Otherwise, no such Member shall be entitled to receive any document or information from the Company.	
 
 	37.11.4 	If on at least two consecutive occasions any document or information sent to a Member by post at his registered address or his address at which documents or information may be given to him has been returned undelivered, such Member shall not thereafter be entitled to receive any document or information from the Company until he shall have communicated with the Company and supplied the Company with a new registered address within Jersey or the USA or an address within Jersey or the USA at which documents or information may be given to him.	
 
 	37.11.5 	If on at least two consecutive occasions the Company has attempted to send a document or information by Electronic means to an address for the time being notified to the Company by a Member for that purpose but the Company is aware that there has been a failure of delivery of such document or information, the Company shall, subject to the provisions of these Articles, thereafter send documents and information to such member by post at his registered address or his address at which documents or information may be given to him.	
 
41

 	37.11.6 	The provisions of this Article 37 do not affect any provision of the Laws requiring documents or information to be served on or given, sent, supplied or delivered to a member in a particular manner.	
 
37.12	The Company may give a document or information to the Person entitled by transmission to a share by sending it in any manner authorised by these Articles for the giving of a document or information to a member, addressed to that Person by name or by the title of representative of the deceased or trustee of the bankrupt or representative by operation of law or by any similar description, at the address (if any) in Jersey or the USA supplied for that purpose by the Person claiming to be so entitled. Until such an address has been supplied, a document or information may be given in any manner in which it might have been given if the death or bankruptcy or other event giving rise to the transmission of entitlement had not occurred.	
 
37.13	Evidence of service:	
 
 	37.13.1	Any document or information:	
 
 	(a)	addressed to a Member at his registered address or address at which documents or information may be given to him in Jersey or the USA shall, if sent by post, be deemed to have been given to or received by the intended recipient (where first class post is employed) on the day after the day on which it was posted or (where second class post is employed) on the second day after the day on which it was posted and, in proving service, it shall be sufficient to prove that an envelope containing the document or information was properly addressed, pre-paid and put into the post;	
 
 	(b)	not sent by post but addressed to a member but left at his registered address or address at which documents or information may be given to him in Jersey or the USA shall be deemed to have been given to or received by the intended recipient on the day on which it was so left;	
 
 	(c)	sent or supplied by Electronic means shall be deemed to have been given to or received by the intended recipient on the day it was sent even if the Company subsequently sends a hard copy of such document or information by post. In proving service, it shall be sufficient to show that the document or information was properly addressed and sent;	
 
 	(d)	sent or supplied by the Company by means of a relevant system, that document or information shall be deemed to have been given to or received by the intended recipient when the Company or any sponsoring system-participant acting on its behalf sends the issuer’s instruction relating to the document or information; and	
 
 	(e)	sent or supplied by being made available on a website shall be deemed to have been given to or received by the intended recipient on the day on which the document or information was first made available on the	
 
42

 	website or, if later, when the recipient received (or is deemed to have received) notification of the fact that the document or information was available on the website.	
 
37.14	A Member present, either in person or by proxy, at any meeting of the Company shall be deemed to have been received due notice of the meeting and, where requisite, of the purposes for which the meeting was called.	
 
37.15	Proof that a notice contained in an Electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.	
 
37.16	Any document or other information sent or supplied by the Company by any other means authorised in Writing by the Member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.	
 
37.17	Every Person who, by operation of law, transfer or any other means, becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been given to a Person from whom he derives his title.	
 
37.18	If at any time by reason of the suspension, interruption or curtailment of postal services or the Electronic communications system in Jersey or the USA, the Company is or would be unable effectively to convene a general meeting by notices sent through the post or by Electronic means, notice of the general meeting may be given by a notice advertised in at least one newspaper with a national circulation in each of Jersey and the USA. Such notice shall be deemed to have been duly served on all Persons who are entitled to have notice of meetings sent to them at noon on the day when the advertisement (or, where applicable, the first of such advertisements) appears. In any such case, the Company shall send confirmatory copies of the notice by post or by Electronic means if, at least seven clear days before the meeting, the posting of notices to addresses throughout Jersey or the USA or, as the case may be, the sending of such notices by Electronic means again becomes practicable.	
 
38.	WINDING UP	
 
38.1	Subject to any particular rights or limitations for the time being attached to any shares as may be specified in these Articles or in any Statement of Rights or upon which such shares may be issued if the Company is wound up, the assets available for distribution among the Members shall be applied first in repaying to the Members the amount Paid Up on their shares respectively and if such assets shall be more than sufficient to repay to the Members the whole amount Paid Up on their shares the balance shall be distributed among the Members in proportion to the amount which at the time of the commencement of the winding up had been actually Paid Up on their said shares respectively.	
 
38.2	If the Company is wound up, the Company may with the sanction of a Special Resolution and any other sanction required by the Law divide the whole or any part of the assets of the Company among the Members in kind and the liquidator or where there is no	
 
43

 	liquidator the Directors may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members and with the like sanction vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator or the Directors (as the case may be) with the like sanction determine but no Member shall be compelled to accept any assets upon which there is a liability.	
 
39.	INDEMNITY	
 
39.1	In so far as the Law allows, every present or former Director or other Officer of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him by reason of being or having been a Director or other Officer of the Company.	
 
39.2	The Directors may without sanction of the Company in general meeting authorise the purchase or maintenance by the Company for any Director or other Officer or former Director or other Officer of the Company of any such insurance as is permitted by the Law in respect of any liability which would otherwise attach to such Director or other Officer or former Director or other Officer.	
 
40.	FIXING RECORD DATE	
 
40.1	For the purpose of determining Members entitled to Notice of or to vote at any meeting of Members or any adjournment thereof or in order to make a determination of Members for any other proper purpose including for any dividend, distribution, allotment or issue, the Directors may fix the Record Date for any such determination of Members.	
 
40.2	A Record Date for any dividend, distribution, allotment or issue may be on or at any time before any date on which such dividend, distribution, allotment or issue is paid or made and on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared.	
 
40.3	If no Record Date is fixed for the determination of Members entitled to Notice of or to vote at a meeting of Members, the day immediately preceding the date on which Notice of the meeting is sent shall be the Record Date for such determination of Members. When a determination of Members entitled to vote at any meeting has been made in the manner provided in this Article such determination shall apply to any adjournment thereof.	
 
41.	NON-APPLICATION OF STANDARD TABLE	
The regulations constituting the Standard Table prescribed pursuant to the Law shall not apply to the Company and are hereby expressly excluded in their entirety.
 
44

Exhibit 4.1

	
 
NOVOCURE LIMITED SEAL BAJLIWICK OF JERSEY 2000 1234567 SECURITY INSTRUCTIONS ON REVERSE ZERO HUNDRED AND ZERO*** ***ZERO HUNDRED THOUSAND MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE Total 1 2 3 4 5 6 7 1 2 3 4 5 6 1 2 3 4 5 6 Num/No. Denom. PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# ORDINARY SHARES ORDINARY SHARES Certificate NO PAR VALUE THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Shares Number ZQ00000000 NOVOCURE LIMITED INCORPORATED UNDER THE LAWS OF THE BAILIWICK OF JERSEY * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * THIS CERTIFIES THAT ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample CUSIP G6674U 108 is the owner of **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares* **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S SEE REVERSE FOR CERTAIN DEFINITIONS FULLY-PAID AND NON-ASSESSABLE ORDINARY SHARES OF NovoCure Limited (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Memorandum and Articles of Association, as amended, of the Company (copies of which are available from the Company and with the Transfer Agent and Registrar), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. DATED DD-MMM-YYYY Chairman and Director Secretary COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, BAILIWICK OF JERSEY 2000 Secretary By AUTHORIZED SIGNATURE XXXXXX XX X XXXXXXXXXX 1,000,000.00 123456 12345678 123456789012345 CUSIP Holder ID Insurance Value Number of Shares DTC Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction

 
. NOVOCURE LIMITED THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARE CAPITAL OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH CLASS, WHICH ARE FIXED BY THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE CLASS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ............................................Custodian ................................................ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act......................................................... (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT - ............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act ................... (Minor) (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Dated: Signature: Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state. 1234567 SECURITY INSTRUCTIONS THIS IS WATERMARKED PAPER DO NOT ACCEPT WITHOUT NOTING WATERMARK HOLD TO LIGHT TO VERIFY WATERMARK

Exhibit 5.1

Novocure Limited
Le Masurier House
La Rue Le Masurier
St Helier
Jersey
JE2 4YE	 	D: +44 1534 504298
 
E: simon.schilder@ogier.com
 
Ref: SIS/DDL/133337.00062
 
Your ref:
 
21 September 2015	
Dear Sirs
Novocure Limited (the Company) - Registration of Shares under the US Securities Act of 1933, as amended (the Securities Act)
 
1	Background	
 
 	(a)	We have acted as the Company’s Jersey legal advisers in connection with the registration under the Securities Act of up to 14,375,000 ordinary shares of no par value in the capital of the Company (the Shares ), including up to 1,875,000 Shares pursuant to an option to purchase additional shares to be granted under the Underwriting Agreement (as defined below).	
 
 	(b)	The Shares are being offered by the Company and selling shareholders identified as such in the Registration Statement (as defined below).	
 
 	(c)	Pursuant to the Underwriting Agreement, the Shares will be sold to the Underwriters (as defined in the Underwriting Agreement) for resale to the members of the public in the United States as described in the Registration Statement.	
 
 	(d)	The Company has asked us to provide this Opinion in connection with the registration of the Shares under the Securities Act.	
 
 	(e)	In this opinion, “non-assessable” means, in relation to a Share, that the purchase price for which the Company agreed to issue that Share has been paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the purchase price of that Share.	

Ogier
44 Esplanade
St Helier
Jersey JE4 9WG
 
T +44 1534 514000
F +44 1534 514444
ogier.com	  	 
Partners
Raulin Amy
Christopher Byrne
Katrina Edge
Sally Edwards
Sarah Fitz
Jonathan Hughes
Sara Johns
Nicholas Kershaw	  	Niamh Lalor
Michael Lombardi
Edward Mackereth
Bruce MacNeil
Steven Meiklejohn
Julie Melia
Nathan Powell
Daniel Richards	  	 
 
Nigel Sanders
Matthew Swan
Nicholas Williams
Marc Yates	
BLAW-24796028-9

2	Documents examined	
 
2.1	For the purposes of giving this opinion, we have examined and relied upon the following documents:	
 
 	(a)	the registration statement on Form S-1 (No. 333-206681) as amended through amendment No. 1 dated 21 September 2015 (the Registration Statement ) relating to the registration of the Shares under the Securities Act;	
 
 	(b)	a form of underwriting agreement relating to the Shares (the Underwriting Agreement ) between the Company, the selling shareholders and the several underwriters named therein;	
 
 	(c)	the Company’s memorandum and articles of association in force as at the date hereof (the Current M&A );	
 
 	(d)	the draft memorandum and articles of association of the Company that are proposed to replace the Current M&A and come into force and be effective on the closing date of the offering of the Shares (the IPO M&A );	
 
 	(e)	a form of share certificate to be used in respect of the Shares;	
 
 	(f)	a certified true copy of draft board minutes of a meeting of the board of directors of the Company held on 31 August 2015 at which the directors (among other things) approved or ratified the allotment of the Shares;	
 
 	(g)	the minutes of a meeting of the pricing committee of the board of directors of the Company held on 16 September 2015 pursuant to which the directors approved certain matters in connection with the Current M&A including the “stock split ratio”;	
 
 	(h)	the minutes of a meeting of the shareholders of the Company held on 16 September 2015 pursuant to which the shareholders (among other things) authorised the directors to allot the Shares and approved the replacement of the Current M&A with the IPO M&A;	
 
 	(i)	the Company’s certificate of incorporation;	
 
 	(j)	approval of the holders of a majority of the outstanding qualified preferred shares of the Company approving (among other things) the replacement of the Current M&A with the IPO M&A and the consummation of the public offering that is the subject of the Underwriting Agreement; and	
 
 	(k)	a consent to issue shares dated 17 February 2011 issued to the Company by the Jersey Financial Services Commission under the Control of Borrowing (Jersey) Order 1958, as amended (the COBO Consent ).	
 
2.2	For the purposes of this opinion, we have, with the Company’s consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.	
 
3	Assumptions	
For the purposes of this opinion, we have assumed:
 
 	(a)	the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;	

	 	2	 	BLAW-24796028-9	

 	(b)	that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;	
 
 	(c)	the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this Opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof;	
 
 	(d)	that the directors of the Company will not exceed any applicable allotment authority conferred on the director by the shareholders;	
 
 	(e)	that the Company has received in full the subscription price for which the Company agreed to issue the Shares;	
 
 	(f)	that in approving the Company’s entry into the Underwriting Agreement and the transactions contemplated by it, the directors of the Company were acting in the best interests of, and for a proper purpose, the Company;	
 
 	(g)	that the Company is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due as a result of its entry into the Underwriting Agreement and the transactions contemplated by it;	
 
 	(h)	that words and phrases used in the Registration Statement have the same meaning and effect as they would if the Registration Statement were governed by Jersey law;	
 
 	(i)	that no other event occurs after the date hereof which would affect the opinions herein stated;	
 
 	(j)	that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder;	
 
 	(k)	there has been no amendment to the COBO Consent or the CGPO Consent; and	
 
 	(l)	that the form of Underwriting Agreement entered into by the Company will be substantially similar to the draft filed with the Registration Statement on the date hereof.	
 
4	Opinion	
As a matter of Jersey law, and on the basis of and subject to the foregoing and the qualifications below, we are of the following opinion:
 
 	(a)	The Shares to be offered and sold by the Company and the selling shareholders have been validly authorised and, upon their issuance and registration in the register of members of the Company in connection with the closing of the offering of the shares in exchange for the subscription price payable for the Shares in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.	

	 	3	 	BLAW-24796028-9	

 	(b)	The statements made in the section of the Registration Statement headed “Jersey Taxation” constitutes our opinion with respect to the material tax consequences under Jersey law of the acquisition, ownership and disposition of the Shares.	
 
5	Qualifications	
This Opinion is subject to any matter of fact not disclosed to us; and the following qualification:
The obligations of the Company under, or in respect of, the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.
 
6	Governing Law, Limitations, Benefit and Disclosure	
 
 	(a)	This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.	
 
 	(b)	This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.	
 
 	(c)	We assume no obligation to advise you (to any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinions expressed herein.	
 
 	(d)	We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made in the paragraph of the Registration Statement headed “Legal Matters”. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.	
Yours faithfully
/s/ Ogier

	 	4	 	BLAW-24796028-9	

Exhibit 10.5
NOVOCURE LIMITED

2015 OMNIBUS INCENTIVE PLAN

ARTICLE I
PURPOSE
The purpose of this NovoCure Limited 2015 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive awards in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s shareholders. The Plan, as set forth herein, is effective as of the Effective Date (as defined in Article XIV).
ARTICLE II
DEFINITIONS
For purposes of this Plan, the following terms shall have the following meanings:
2.1 “ Acquisition Event ” has the meaning set forth in Section 4.2(d).
2.2 “ Affiliate ” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of shares, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of shares, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided , however , that if the Ordinary Shares subject to any Award does not constitute “service recipient stock” for purposes of Section 409A of the Code, the Company intends that such award shall be designed to comply with or be exempt from Section 409A of the Code.
2.3 “ Appreciation Award ” means any Award under this Plan of any Share Option or Other Share-Based Award, provided that such Other Share-Based Award is based on the appreciation in value of an Ordinary Share in excess of an amount equal to at least the Fair Market Value of the Ordinary Share on the date such Other Share-Based Award is granted.
2.4 “ Award ” means any award under this Plan of any Share Option, Restricted Shares, Other Share-Based Awards and/or Performance-Based Cash Awards. All Awards shall be confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.

2.5 “ Board ” means the Board of Directors of the Company.
2.6 “ Cause ” means, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following, as determined by the Committee in its sole discretion: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)) and if “cause” is not defined in the applicable Award agreement, termination due to (i) the Participant’s being indicted for, charged with or convicted of, or plea of guilty or nolo contendere to, a felony under United States or applicable state law or (y) any crime involving moral turpitude; (ii) perpetration by the Participant of an illegal act, dishonesty, or fraud that could cause economic injury to the Company or any act of moral turpitude by the Participant; (iii) the Participant’s insubordination, refusal to perform, or unsatisfactory performance of his or her duties or responsibilities for any reason other than illness or incapacity; (iv) deliberate failure by the Participant to perform the Participant’s duties, provided that the Participant is given notice and an opportunity to effectuate a cure as determined by the Committee in its sole discretion; or (v) the Participant’s willful misconduct with regard to the Company; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import) or if “cause” is defined in the applicable Award agreement, “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Companies (Jersey) Law 1991, as amended.
2.7 “ Change in Control ” has the meaning set forth in Section 10.2.
2.8 “ Change in Control Price ” has the meaning set forth in Section 10.1.
2.9 “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
2.10 “ Committee ” means: (a) with respect to the application of this Plan to Eligible Employees and Consultants, the Compensation Committee of the Board, or such other committee or subcommittee of the Board appointed from time to time by the Board, which Compensation Committee, committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to be (i) to the extent required by Rule 16b-3 promulgated under Section 16(b) of the Exchange Act, a “nonemployee director” as defined in Rule 16b-3; (ii) to the extent required by Section 162(m) of the Code, an “outside director” as defined under Section 162(m) of the Code; and (iii) an “independent director” as defined under
 
2

NASDAQ Listing Rules, the NYSE Listed Company Manual or such other applicable stock exchange rule, as applicable and as amended and/or restated from time to time; and (b) with respect to the application of this Plan to Non-Employee Directors, the Board. To the extent that no Committee exists which has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee shall be deemed references to the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.
2.11 “ Company ” means NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands, and its successors by operation of law.
2.12 “ Consultant ” means any natural person who is not an Eligible Employee and who provides bona fide consulting or advisory services to the Company or its Affiliates pursuant to a written agreement, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction, and do not, directly or indirectly, promote or maintain a market for the Company’s or its Affiliates’ securities.
2.13 “ Detrimental Activity ” means: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring of) any non-clerical employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or any Person with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such Person) or any Person from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer of the Company or its Affiliates without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; (f) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its Affiliates, or the rendering of services to such organization or business if such organization or business is otherwise prejudicial to or in conflict with the interests of the Company or its Affiliates, provided , however , that competitive activities shall only be those competitive with any business unit or Affiliate of the Company with regard to which the Participant performed services at any time within the two years prior to the Participant’s Termination; or (g) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). For purposes of subsections (a), (c), (d) and (f) above, the Chief Executive Officer of the Company (or his designee as evidenced in
 
3

writing) shall have authority to provide the Participant with written authorization to engage in the activities contemplated thereby and no other person shall each have authority to provide the Participant with such authorization.
2.14 “ Disability ” means with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee, in its sole discretion, of the Disability. Notwithstanding the foregoing, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code. Notwithstanding the foregoing, for an Award under the Plan that provides for vesting and/or payment or settlement triggered upon a Disability and that constitutes a Section 409A Covered Award, the foregoing definition shall apply for purposes of vesting of such Award, provided that for purposes of payment or settlement of such Award, such Award shall not be paid (or otherwise settled) until the earliest of: (A) the Participant’s “disability” within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Code, (B) the Participant’s “separation from service” within the meaning of Section 409A of the Code and (C) the date such Award would otherwise be settled pursuant to the terms of the Award agreement.
2.15 “ Disparagement ” means, except as may be required by applicable law or legal process, making comments or statements that could reasonably be expected to adversely affect in any manner: (a) the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.
2.16 “ Effective Date ” means the effective date of the Plan as defined in Article XIV.
2.17 “ Eligible Employees ” means each employee of the Company or an Affiliate.
2.18 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. Any references to any section of the Exchange Act shall also be a reference to any successor provision.
2.19 “ Fair Market Value ” means, for purposes of this Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the closing price reported for the Ordinary Shares on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded; or (b) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory Authority or if the Ordinary Shares shall not have been reported or quoted on such date, on the first day prior thereto on which the Ordinary Shares were reported or quoted. If the Ordinary Shares are not traded, listed or otherwise reported or quoted, then Fair Market Value means the fair market value of the Ordinary Shares as determined by the Committee in good faith in whatever manner it considers appropriate taking into account the requirements of Section 422 of the Code or Section 409A of the Code, as applicable. For purposes of the grant of any Award, the applicable date shall be the trading day on which the Award is granted, or if such grant date is not a trading day, the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award the applicable date shall be the date a notice of exercise is received by the Committee (or its designee) or, if not a day on which the applicable market is open, the
 
4

next day that it is open. Notwithstanding anything herein to the contrary, for purposes of Share Options that are granted effective on the Registration Date, if any, the Fair Market Value shall equal the initial public offering price of the Ordinary Shares.
2.20 “ Family Member ” means “family member” as defined in Section A.1.(5) of the general instructions of Form S-8, as may be amended from time to time.
2.21 “ Incentive Share Option ” means any Share Option awarded to an Eligible Employee of the Company, its Subsidiaries or its Parent (if any) under this Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.
2.22 “ Non-Employee Director ” means a director of the Company who is not an active employee of the Company or an Affiliate.
2.23 “ Non-Qualified Share Option ” means any Share Option awarded under this Plan that is not an Incentive Share Option.
2.24 “ Ordinary Shares ” means the ordinary shares of the Company, of no par value.
2.25 “ Other Share-Based Award ” means an Award under Article VIII of this Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Ordinary Shares, including, without limitation, an Award valued by reference to an Affiliate.
2.26 “ Parent ” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.
2.27 “ Participant ” means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted pursuant to this Plan.
2.28 “ Performance-Based Cash Award ” means a cash Award under Article IX of this Plan that is payable or otherwise based on the attainment of certain pre-established performance criteria during a Performance Period.
2.29 “ Performance Goals ” has the meaning set forth in Exhibit A .
2.30 “ Performance Period ” means each fiscal year of the Company or such other period (as specified by the Committee) over which the attainment of any performance criteria (including, the Performance Goals) is to be measured.
2.31 “ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity.
2.32 “ Plan ” means this NovoCure Limited 2015 Omnibus Incentive Plan, as amended from time to time in accordance with its terms.
2.33 “ Registration Date ” means the first date on or after the Effective Date (a) on which the Company sells its Ordinary Shares in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act or (b) any class of common equity securities of the Company is required to be registered under Section 12 of the Exchange Act.
 
5

2.34 “ Restricted Shares ” means an Award of Ordinary Shares under this Plan that is subject to restrictions under Article VII.
2.35 “ Restriction Period ” has the meaning set forth in Subsection 7.3(a) with respect to Restricted Shares.
2.36 “ Rule 16b-3 ” means Rule 16b-3 under Section 16(b) of the Exchange Act.
2.37 “ Section 162(m) of the Code ” means the exception for performance-based compensation under Section 162(m) of the Code and any applicable Treasury regulations thereunder.
2.38 “ Section 409A Covered Award ” has the meaning set forth in Section 13.14.
2.39 “ Section 409A of the Code ” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury regulations thereunder.
2.40 “ Securities Act ” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.
2.41 “ Share Option ” or “ Option ” means any option to purchase Ordinary Shares granted to Eligible Employees, Non-Employee Directors or Consultants granted pursuant to Article VI.
2.42 “ Subsidiary ” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
2.43 “ Ten Percent Shareholder ” means a person owning shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, its Subsidiaries or its Parent.
2.44 “ Termination ” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. Notwithstanding the foregoing, with respect to any Award that constitutes a Section 409A Covered Award, the payment of which is triggered by a Participant’s Termination, “Termination” shall mean a “separation from service” as defined under Section 409A of the Code.
2.45 “ Termination of Consultancy ” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her consultancy, unless otherwise determined by the Committee in its sole discretion, no Termination of Consultancy shall be
 
6

deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award agreement or, if no rights of a Participant are substantially impaired, may otherwise define Termination of Consultancy thereafter.
2.46 “ Termination of Directorship ” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.
2.47 “ Termination of Employment ” means: (a) a termination of employment (for reasons other than a military or approved personal leave of absence) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award agreement or, if no rights of a Participant are substantially impaired, may otherwise define Termination of Employment thereafter.
2.48 “ Transfer ” means: (a) when used as a noun, any direct or indirect transfer, offer, sale, assignment, pledge, lease, donation, grant, gift, bequest, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, offer, sell, assign, pledge, lease, donate, grant, gift, bequest, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in a Person) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.
2.49 “ Transition Period ” means the “reliance period” under Treasury Regulation Section 1.162-27(f)(2), which ends on the earliest to occur of the following: (i) the date of the first annual meeting of shareholders of the Company at which directors are to be elected that occurs after December 31, 2018 or, if the Registration Date does not occur in 2015, the date of the first annual meeting of shareholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; (ii) the date the Plan is materially amended for purposes of Treasury Regulation Section 1.162-27(h)(1)(iii); or (iii) the date all Ordinary Shares available for issuance under this Plan have been allocated. The Plan is intended to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1), pursuant to which the deduction limits under Section 162(m) of the Code do not apply during the applicable reliance period. Notwithstanding the forgoing, during the Transition Period, the Committee may establish performance goals as it determines in its sole discretion.
 
7

ARTICLE III
ADMINISTRATION
3.1 The Committee . The Plan shall be administered and interpreted by the Committee.
3.2 Grants of Awards . The Committee shall have full authority and discretion, as provided in Section 3.4, to grant and administer, pursuant to the terms of this Plan, to Eligible Employees, Consultants and Non-Employee Directors: (i) Share Options, (ii) Restricted Shares, (iii) Other Share-Based Awards and (vi) Performance-Based Cash Awards. In particular, the Committee shall have the authority to:
(a) select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder;
(b) determine, in its sole discretion, whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee Directors;
(c) determine, in its sole discretion, the number of Ordinary Shares to be covered by each Award granted hereunder;
(d) determine, in its sole discretion, the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction, forfeiture or limitation, any vesting schedule or acceleration or waiver thereof, regarding any Award and the Ordinary Shares relating thereto, based on such factors, if any, as the Committee shall determine in its sole discretion);
(e) determine, in its sole discretion, whether, to what extent and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;
(f) determine, in its sole discretion, whether, to what extent and under what circumstances Ordinary Shares and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or may be deferred at the election of the Participant in any case, in a manner intended to comply with or be exempt from Section 409A of the Code;
(g) determine, in its sole discretion, whether a Share Option is an Incentive Share Option or Non-Qualified Share Option;
 
8

(h) determine, in its sole discretion, whether to require a Participant, as a condition of the granting of any Award, to refrain from selling or otherwise disposing of shares acquired pursuant to an Award for a period of time as determined by the Committee in its sole discretion, following the date of the acquisition of such Award;
(i) set the performance criteria and the Performance Period with respect to any Award for which the grant, vesting or payment of such Award is conditioned upon the attainment of specified performance criteria and to certify the attainment of any such performance criteria; provided, that with regard to any Award that is intended to comply with Section 162(m) of the Code, the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto;
(j) adopt, alter and repeal sub-plans or programs under the Plan as it shall deem necessary or advisable;
(k) amend, after the date of grant, the terms that apply to an Award, provided that such amendment does not substantially impair the Participant’s rights under the Award;
(l) generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company that are not in conflict with the provisions of this Plan;
(m) construe and interpret the terms and provisions of the Plan and any Award (and any agreements relating thereto); and
(n) correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto.
3.3 Guidelines . Subject to Article XI hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan; provided , that with regard to any provision of this Plan or any agreement relating thereto that is intended to comply with Section 162(m) of the Code following the Transition Period, any such action by the Committee shall be permitted only to the extent such action would be permitted under Section 162(m) of the Code. The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan; provided , that with regard to any provision of this Plan or any agreement relating thereto that is intended to comply with Section 162(m) of the Code following the Transition Period, any such action by the Committee shall be permitted only to the extent such action would be permitted under Section 162(m) of the Code. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws and
 
9

may impose any limitations and restrictions that it deems necessary to comply with the applicable tax and securities laws of such domestic or foreign jurisdictions. To the extent applicable, this Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be “performance-based,” is intended to rely on the Transition Period and, following the Transition Period, to comply the applicable provisions of Section 162(m) of the Code, and this Plan shall be limited, construed and interpreted in a manner so as to comply therewith.
3.4 Decisions Final . Any decision, interpretation or other action made or taken by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with this Plan shall be within the sole and absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.
3.5 Procedures . If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the Article of Association of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written/electronic consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members in accordance with the Article of Association of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.
3.6 Designation of Consultants/Liability .
(a) The Committee may, to the extent permitted by applicable law and applicable exchange rules, designate employees of the Company and professional advisors to assist the Committee in the administration of this Plan and may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.
(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to subsection (a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it.
 
10

3.7 Indemnification . To the maximum extent permitted by applicable law and the Certificate of Incorporation and Article of Association of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such employee’s, officer’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or Article of Association of the Company or any Affiliate, any contractual indemnification obligations or otherwise. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan.
ARTICLE IV
SHARE LIMITATION
4.1 Shares .
(a) General Limitations .
(i) The maximum aggregate number of Ordinary Shares that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall (subject to any increase or decrease pursuant to Section 4.2) initially be equal to                  1 shares, which amount shall automatically increase on December 31 st  of each year during the term of the Plan as set forth in Article XV, commencing on December 31 st of the calendar year in which the Registration Date occurs, in an amount equal to 4% of the total number of Ordinary Shares outstanding on December 30 st  of such calendar year; provided, however, that the Board may act prior to December 31 of each calendar year to provide that there will be no such increase in for such calendar year or that the increase for such year will be a smaller number of shares of Ordinary Shares than would otherwise occur pursuant to this Section 4.1(a)(i).
(ii) Shares issued under this Plan may be either authorized and unissued Ordinary Shares or Ordinary Shares held in or acquired for the treasury of the Company, or both. If any Option or Other Share-Based Award that is an Appreciation Award granted under this Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of Ordinary Shares underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any Restricted Shares or Other Share-Based Awards that is not an Appreciation Award granted under this Plan to a Participant are forfeited for any reason, the number of forfeited Restricted Shares or Other Share-Based

1  	Initial reserve will be approximately 12.5% of the outstanding ordinary shares outstanding immediately following the initial public offering plus any authorized and unused shares from the 2013 Share Option Plan.	
 
11

Awards denominated in Ordinary Shares shall again be available for the purposes of Awards under the Plan. The number of Ordinary Shares available for the purpose of Awards under the Plan shall be reduced by (i) the total number of Share Options or Other Share-Based Awards that are Appreciation Awards that have been exercised, regardless of whether or not any of the Ordinary Shares underlying such Awards are actually issued to the Participant as the result of a net settlement, and (ii) any Ordinary Shares used to pay any exercise price or tax withholding obligation with respect to any Award. For the avoidance of doubt, in determining the number of Ordinary Shares available for Awards, if Ordinary Shares have been delivered or exchanged as full or partial payment to the Company for payment of the exercise price or purchase price of an Award under the Plan, or for payment of withholding taxes with respect to Awards under the Plan, or if the number Ordinary Shares otherwise deliverable has been reduced for payment of the exercise price or purchase price or for payment of withholding taxes, the number of Ordinary Shares exchanged as payment in connection with the exercise or for withholding or reduced shall not again be available for purpose of Awards under the Plan. In addition, Ordinary Shares purchased or acquired by the Company on the open market or otherwise using proceeds received by the Company from the exercise of Share Options granted under the Plan shall not again be available for purposes of Awards under this Plan. Notwithstanding anything to the contrary herein, Awards that, by their terms, may be settled solely in cash shall not be deemed to use any Ordinary Shares which may be issued under this Plan.
(b) Individual Participant Limitations for Eligible Employees and Consultants . Except as otherwise provided herein, at all times following the Effective Time:
(i) the maximum number of Ordinary Shares subject to any Award of Share Options, Restricted Shares or Other Share-Based Award denominated in Ordinary Shares for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 7.3(a)(ii) herein which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be 2,900,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of Ordinary Shares for all types of Awards during any fiscal year of the Company does not exceed 4,400,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2). In the case of an Other Share-Based Award denominated in Ordinary Shares, each Ordinary Share deliverable pursuant to such an Other Share-Based Award denominated in Ordinary Shares shall be referenced at the time of grant to the maximum number of Ordinary Shares payable at the maximum performance level, provided that such shares shall be charged against the available shares under this Plan at the time the unit value measurement is converted to a referenced number of Ordinary Shares in accordance with Article VIII;
 
12

(ii) the maximum aggregate value at grant of all Other Share-Based Awards with respect to any fiscal year of the Company that are denominated in cash that may be granted under this Plan with respect to any fiscal year of the Company to each Eligible Employee or Consultant shall be $15,000,000. To the extent the number of shares deliverable under an Other Share-Based Awards is denominated in cash or otherwise determined by a value measurement (whether as a fixed amount, pursuant to a formula or otherwise), such shares shall be charged against the available shares under this Plan at the time the unit value measurement is converted to a referenced number of Ordinary Shares in accordance with Article VIII;
(iii) the individual Participation limitation for Performance-Based Cash Awards is set forth in Section 9.2(f) of this Plan;
provided, however, that the foregoing limits shall not apply to (A) Options, Restricted Shares or Other Share-Based Awards that constitute “restricted property” under Code Section 83 to the extent granted during the Transition Period or (B) Performance-Based Cash Awards or Other Share-Based Awards that do not constitute “restricted property” under Code Section 83 to the extent paid or otherwise settled during the Transition Period.
4.2 Changes .
(a) The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference shares ahead of or affecting the Ordinary Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate, (vi) any Section 4.2(d) Event or (vii) any other corporate act or proceeding.
(b) Subject to the provisions of Section 4.2(d), if there shall occur any such change in the capital structure or business of the Company by reason of any share split, reverse share split, share dividend, combination or reclassification of shares that may be issued under the Plan, any recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, issuance of rights or warrants to purchase any Ordinary Shares or securities convertible into Ordinary Shares, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event that would be considered an “equity restructuring” within the meaning of FASB ASC Topic 718 (each, a “ Section 4.2 Event ”), then (i) the aggregate number and/or kind of shares that thereafter may be issued under the Plan, (ii) the number and/or kind of shares or other property (including cash) to be issued upon exercise of an outstanding Award or under other Awards granted under the Plan, (iii) the purchase price thereof, and/or (iv) the individual Participant limitations set forth in Section 4.1(b) (other than those based on cash limitations) shall be appropriately adjusted by the Committee as
 
13

the Committee determines, in its sole discretion, to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. In connection with any Section 4.2 Event, the Committee may provide for the cancellation of any outstanding Awards and payment in cash or other property in exchange therefore. In addition, subject to Section 4.2(d), if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event (an “ Other Extraordinary Event ”), then the Committee may adjust any Award and make such other adjustments to the Plan as described in subsections (i) through (iv) above. Any adjustment pursuant to this Section 4.2 shall be consistent with the applicable Section 4.2 Event or the applicable Other Extraordinary Event, as the case may be, and shall be executed in such manner as the Committee may deem appropriate to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no rights by reason of any Section 4.2 Event or any Other Extraordinary Event. Notwithstanding the foregoing, (i) any adjustments made pursuant to Section 4.2 to Awards that are considered “non-qualified deferred compensation” within the meaning of Section 409A of the Code shall be made in a manner intended to comply with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 4.2 to Awards that are not considered “non-qualified deferred compensation” subject to Section 409A of the Code shall be made in a manner intended to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.
(c) Fractional Ordinary Shares resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down to the nearest whole share. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan.
(d) In the event of a merger or consolidation in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of substantially all of the Company’s outstanding Ordinary Shares by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as an “ Acquisition Event ”), then the Committee may terminate all outstanding and unexercised Share Options, or any Other Share-Based Award that is an Appreciation Award, effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his or her Awards that are then outstanding (without regard to any limitations on exercisability
 
14

otherwise contained in the Award agreements), but any such exercise shall be contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void and the applicable provisions of Section 4.2(b) and Article X shall apply. For the avoidance of doubt, in the event of an Acquisition Event, the Committee may terminate any Appreciation Award for which the exercise price is equal to or exceeds the Fair Market Value without payment of consideration therefore. If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) and Article X shall apply.
4.3 Minimum Purchase Price . Notwithstanding any provision of this Plan to the contrary, if authorized but previously unissued Ordinary Shares are issued under this Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.
ARTICLE V
ELIGIBILITY
5.1 General Eligibility . All Eligible Employees, Consultants, Non-Employee Directors and prospective employees and prospective consultants of the Company and its Affiliates, are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion. Notwithstanding anything herein to the contrary, no Award under which a Participant may receive Ordinary Shares may be granted under this Plan to an Eligible Employee, Consultant or Non-Employee Director of any Affiliate if such Ordinary Shares do not constitute “service recipient stock” for purposes of Section 409A of the Code with respect to such Eligible Employee, Consultant or Non-Employee Director unless such Award is structured in a manner intended to comply with, or be exempt from, Section 409A of the Code.
5.2 Incentive Share Options . Notwithstanding anything herein to the contrary, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Share Options under this Plan. Eligibility for the grant of an Incentive Share Option and actual participation in this Plan shall be determined by the Committee in its sole discretion.
5.3 General Requirement . The grant, vesting and exercise of Awards granted to a prospective employee or prospective consultant of the Company and its Affiliates are conditioned upon such Person actually becoming an Eligible Employee or Consultant. Awards may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit; provided , however , that no Award may be granted to a prospective Eligible Employee or Consultant or Non-Employee Director unless the Company determines, in its sole discretion, that the Award will comply with applicable laws, including the securities laws of all relevant jurisdictions (and, in the case of an Award to be made to a new Eligible Employee or Consultant who has not performed prior services for the Company, the Company may require payment for the Ordinary Shares by cash or check to the extent required or deemed advisable by the Committee, in its sole discretion, in order to ensure proper issuance of the shares in compliance with applicable law).
 
15

ARTICLE VI
SHARE OPTIONS
6.1 Options . Share Options may be granted alone or in addition to other Awards granted under this Plan. Each Share Option granted under this Plan shall be of one of two types: (a) an Incentive Share Option or (b) a Non-Qualified Share Option.
6.2 Grants . The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Share Options, Non-Qualified Share Options, or both types of Share Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Share Options. To the extent that any Share Option does not qualify as an Incentive Share Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Share Option or the portion thereof which does not qualify shall constitute a separate Non-Qualified Share Option.
6.3 Incentive Share Options . Notwithstanding anything in the Plan to the contrary, no term of this Plan relating to Incentive Share Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code.
6.4 Terms of Options . Options granted under this Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable:
(a) Exercise Price . The exercise price per Ordinary Share subject to a Share Option shall be determined by the Committee in its sole discretion at the time of grant, provided that the per share exercise price of a Share Option shall not be less than 100% (or, in the case of an Incentive Share Option granted to a Ten Percent Shareholder, 110%) of the Fair Market Value of the Ordinary Shares at the time of grant.
(b) Share Option Term . The term of each Share Option shall be fixed by the Committee, provided that no Share Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Share Option granted to a Ten Percent Shareholder shall not exceed five years.
(c) Exercisability .
(i) Share Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee, in its sole discretion, at grant. If the Committee provides that any Share Option is exercisable subject to certain limitations (including, without limitation, that such Share Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without
 
16

limitation, waiver of the installment exercise provisions or acceleration of the time at which such Share Option may be exercised), based on such factors, if any, as the Committee shall determine in its sole discretion.
(ii) Unless otherwise determined by the Committee, in its sole discretion, at grant, the Option agreement shall provide that (A) in the event the Participant engages in Detrimental Activity prior to any exercise of the Share Option, all Share Options (whether vested or unvested) held by the Participant shall thereupon terminate and expire, (B) as a condition of the exercise of a Share Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company 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, and (C) in the event the Participant engages in Detrimental Activity during the one-year period commencing on the date the Share 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. The foregoing provisions described in subsections (A), (B) and (C) shall cease to apply upon a Change in Control.
(d) Method of Exercise . Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, to the extent vested, Share Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Committee (or its designee) specifying the number of Ordinary Shares to be purchased. Such notice shall be in a form acceptable to the Company and shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Ordinary Shares are traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Share Options or by payment in full or in part in the form of Ordinary Shares owned by the Participant (for which the Participant has good title free and clear of any liens and encumbrances) based on the Fair Market Value of the Ordinary Shares on the payment date as determined by the Committee in its sole discretion). No Ordinary Shares shall be issued until payment therefor, as provided herein, has been made or provided for. For the avoidance of doubt, the Company may not use the cash proceeds it receives from Share Option exercises to repurchase Ordinary Shares on the open market for reuse under the Plan.
(e) Non-Transferability of Options . No Share Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Share Options shall be exercisable, during the Participant’s lifetime, only by the
 
17

Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant, or if no rights of the Participant are substantially impaired, thereafter that a Non-Qualified Share Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Share Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms and conditions of this Plan and the applicable Award agreement. Any Ordinary Shares acquired upon the exercise of a Non-Qualified Share Option by a permissible transferee of a Non-Qualified Share Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Share Option shall be subject to the terms and conditions of this Plan and the applicable Award agreement.
(f) Termination by Death or Disability . Unless otherwise determined by the Committee, in its sole discretion, at the time of grant, or if no rights of the Participant are substantially impaired, thereafter, if Participant’s Termination is by reason of death or Disability, 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 (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Share Options.
(g) Involuntary Termination Without Cause . Unless otherwise determined by the Committee, in its sole discretion, at grant, or if no rights of the Participant are substantially impaired, thereafter, if a Participant’s Termination is by involuntary termination without Cause, 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 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Share Options.
(h) Voluntary Termination . Unless otherwise determined by the Committee, in its sole discretion, at grant, or if no rights of the Participant are substantially impaired, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in subsection (i)(y) below), 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 30 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Share Options.
(i) Termination for Cause . Unless otherwise determined by the Committee, in its sole discretion, at grant, or if no rights of the Participant are substantially impaired, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in subsection (h) above) after the occurrence of an event that would be grounds for a Termination for Cause, all Share Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.
 
18

(j) Unvested Share Options . Unless otherwise determined by the Committee, in its sole discretion, at grant, or if no rights of the Participant are substantially impaired, thereafter, Share Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
(k) Incentive Share Option Limitations . To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Ordinary Shares with respect to which Incentive Share Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other share option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Share Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Share Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Share Option shall be treated as a Non-Qualified Share Option. Should any provision of this Plan not be necessary in order for the Share Options to qualify as Incentive Share Options, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Company.
(l) Form, Modification, Extension and Renewal of Share Options . Subject to the terms and conditions and within the limitations of this Plan, Share Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, subject to Section 11.1(iv), (i) modify, extend or renew outstanding Share Options granted under this Plan (provided that (x) the rights of a Participant are not substantially impaired or adversely affected without his or her consent and (y) such action does not subject the Share Options to Section 409A of the Code or otherwise extend the Share Option beyond its stated term), and (ii) accept the surrender of outstanding Share Options (up to the extent not theretofore exercised) and authorize the granting of new Share Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding anything herein to the contrary, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the shareholders of the Company.
(m) Other Terms and Conditions . Share Options may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall deem appropriate; provided , however , that Options shall not provide for the grant of the same number of Options as the number of shares used to pay for the exercise price of Options or shares used to pay withholding taxes (i.e., “reloads”).
 
19

ARTICLE VII
RESTRICTED SHARES
7.1 Awards of Restricted Shares . Restricted Shares may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine, in its sole discretion, the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which, grants of Restricted Shares shall be made, the number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 7.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof (if any), and all other terms and conditions of the Awards.
Unless otherwise determined by the Committee, in its sole discretion, at grant, each Award of Restricted Shares shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any vesting of Restricted Shares, the Committee shall direct that all unvested Restricted Shares shall be immediately forfeited to the Company and that the Participant shall pay over to the Company any Ordinary Shares held by the Participant as a result of the vesting of Restricted Shares, or, if transferred, an amount equal to the Fair Market Value at the time of vesting, of any Restricted Shares which had vested in the period referred to above, or, if such Ordinary Shares have been transferred, an amount equal to Fair Market Value of such Ordinary Shares on the date of such vesting. The foregoing provision shall cease to apply upon a Change in Control.
The Committee may condition the grant or vesting of Restricted Shares upon the attainment of specified performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) or such other factors as the Committee may determine in its sole discretion.
7.2 Awards and Certificates . Eligible Employees, Consultants and Non-Employee Directors selected to receive Restricted Shares shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:
(a) Purchase Price . The purchase price of Restricted Shares, if any, shall be fixed by the Committee. Subject to Section 4.3, the purchase price for Restricted Shares may be zero to the extent permitted by applicable law.
(b) Acceptance . The Committee may require, in its sole discretion, that Awards of Restricted Shares must be accepted within a period of 60 days after the grant date (or such shorter period as the Committee may specify at grant), by executing a Restricted Share Award agreement and by paying the purchase price of Restricted Shares (if any) the Committee has designated thereunder.
 
20

(c) Legend . Each Participant receiving Restricted Shares shall be issued a share certificate in respect of such Restricted Shares, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted Shares. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares represented hereby are subject to the terms and conditions (including forfeiture) of the NovoCure Limited (the “ Company ”) 2015 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), and an Award Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file at the principal office of the Company.”
(d) Custody . If share certificates are issued in respect of Restricted Shares, the Committee may require that any share certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Shares, the Participant shall have delivered a duly signed share power, endorsed in blank, relating to the Ordinary Shares covered by such Award.
7.3 Restrictions and Conditions . The Restricted Shares awarded pursuant to this Plan shall be subject to the following restrictions and conditions:
(a) Restriction Period . (i) The Participant shall not be permitted to Transfer Restricted Shares awarded under this Plan during the period or periods set by the Committee (the “ Restriction Period ”) commencing on the date of such Award, as set forth in the Restricted Share Award agreement and such agreement shall set forth a vesting schedule and any events which would accelerate vesting of the Restricted Shares. Within these limits, based on service, attainment of performance goals pursuant to Section 7.3(a)(ii) below and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Share Award and/or waive the deferral limitations for all or any part of any Restricted Share Award.
(ii) Performance Goals, Formulae or Standards . If the grant of Restricted Shares or the lapse of restrictions is based on the attainment of performance goals, the Committee shall establish the performance goals and the applicable vesting percentage of the Restricted Shares applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date while the outcome of the performance goals is substantially uncertain as otherwise determined by the Committee in its sole discretion and, following the Transition Period, that is permitted under Section 162(m) of the Code and Exhibit A hereto with regard to a Restricted Share Award that is intended to comply with Section 162(m) of the Code. Such performance goals may incorporate (and following the Transition Period, if and only to the extent permitted under Section 162(m) of the Code) provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. Following the Transition Period, with regard to a Restricted Share Award that is intended to comply with Section 162(m) of the Code, (x) to the extent that any such provision set forth in the prior sentence would create impermissible discretion under Section
 
21

162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect and (y) the applicable performance goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto. For the avoidance of doubt, during the Transition Period, the Committee may establish such performance goals as it determines in its sole discretion.
(b) Rights as a Shareholder . Except as otherwise determined by the Committee in its sole discretion, the Participant shall have all of the rights of a holder of Ordinary Shares of the Company with respect to the Restricted Shares, including, without limitation, the right to vote such shares and, subject to and conditioned upon the full vesting of Restricted Shares, the right to receive any dividends and the right to tender such shares, provided that the Committee may determine, in its sole discretion, at the time of grant that the payment of dividends shall not be deferred until, and conditioned upon, the expiration of the applicable Restriction Period with respect to the Restricted Shares. Dividends, dividend equivalents and other distributions that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan and, except as otherwise determined by the Committee in its sole discretion, shall not accrue interest. Such dividends, dividend equivalents and other distributions shall be paid to the Participant in the same form as paid on the Ordinary Shares or such other form as is determined by the Committee in its sole discretion upon the lapse of the restrictions.
(c) Termination . Unless otherwise determined by the Committee, in its sole discretion, at grant or, if no rights of the Participant are substantially impaired, thereafter, subject to the applicable provisions of the Restricted Share Award agreement and this Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Shares still subject to restriction will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.
(d) Lapse of Restrictions . If and when the Restriction Period expires without a prior forfeiture of the Restricted Shares, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.
ARTICLE VIII
OTHER SHARE-BASED AWARDS
8.1 Other Awards . The Committee is authorized to grant to Eligible Employees, Consultants and Non-Employee Directors Other Share-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Ordinary Shares, including but not limited to, Ordinary Shares awarded purely as a bonus and not subject to any restrictions or conditions, Ordinary Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, share appreciation rights, share equivalent units, restricted share units, and Awards valued by reference to book
 
22

value of Ordinary Shares; provided, however, that any share appreciation rights shall have a base price or strike price that is equal to or in excess of Fair Market Value on the date of grant. Other Share-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.
Subject to the provisions of this Plan, the Committee shall have authority to determine, in its sole discretion, the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which, such Awards shall be made, the number of Ordinary Shares to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Ordinary Shares under such Awards upon the completion of a specified Performance Period.
The Committee may condition the grant or vesting of Other Share-Based Awards upon the attainment of specified performance criteria (including following the Transition Period the Performance Goals set forth on Exhibit A ) or such other factors as the Committee may determine in its sole discretion. If the grant or vesting of an Other Share-Based Award is based on the attainment of performance goals, the Committee shall establish the performance goals for the grant or vesting of such Other Share-Based Awards applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date while the outcome of the performance goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and, following the Transition Period, that is permitted under Section 162(m) of the Code and Exhibit A hereto with regard to an Other Share-Based Award that is intended to comply with Section 162(m) of the Code. Such performance goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances (and, following the Transition Period, if and only to the extent permitted under Section 162(m) of the Code). Following the Transition Period, with regard to an Other Share-Based Award that is intended to comply with Section 162(m) of the Code, (x) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect and (y) the applicable performance goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto. For the avoidance of doubt, during the Transition Period, the Committee may establish such performance goals as it determines in its sole discretion.
8.2 Terms and Conditions . Other Share-Based Awards made pursuant to this Article VIII shall be subject to the following terms and conditions:
(a) Non-Transferability . Subject to the applicable provisions of the Award agreement and this Plan, Other Share-Based Awards and any Ordinary Shares subject to Awards made under this Article VIII may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.
(b) Dividends . The Participant shall have the right to receive any dividends with respect any Ordinary Shares covered by an Other Share-Based Awards, subject to and conditioned upon the full vesting of the Other Share-Based Awards, provided that the
 
23

Committee may determine, in its sole discretion, at the time of grant that the payment of dividends with respect to the number of Ordinary Shares covered by an Other Share-Based Awards shall not be deferred until, and conditioned upon, the expiration of the applicable vesting period with respect to the Other Share-Based Awards. Dividends, dividend equivalents and other distributions that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan and, except as otherwise determined by the Committee in its sole discretion, shall not accrue interest. Such dividends, dividend equivalents and other distributions shall be paid to the Participant in the same form as paid on the Ordinary Shares or such other form as is determined by the Committee, in its sole discretion, upon the lapse of the restrictions.
(c) Vesting . Any Award under this Article VIII and any Ordinary Shares covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee in its sole discretion. At the expiration of any applicable Performance Period, the Committee shall determine, in its sole discretion, the extent to which the performance goals established pursuant to Section 8.1 are achieved and the portion of each Other Share-Based Award that has been earned. The Committee may, at or after grant, accelerate the vesting of all or any part of any Other Share-Based Award based on service, performance and/or such other factors or criteria, if any, as the Committee may determine in its sole discretion.
(d) Payment . Following the Committee’s determination in accordance with subsection (c) above, Ordinary Shares or, as determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in an amount equal to such individual’s earned Other Share-Based Award. Notwithstanding the foregoing, the Committee may award an amount less than the earned Other Share-Based Award and/or subject the payment of all or part of any Other Share-Based Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.
(e) Detrimental Activity . Unless otherwise determined by the Committee, in its sole discretion, at grant, each Award of Other Share-Based Awards shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any payment or settlement of Other Share-Based Awards, the Committee shall direct (at any time within one year thereafter) that all outstanding Other Share-Based Awards (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 any Other Share-Based Award, (ii) if Ordinary Shares received from the settlement of such Other Share-Based Award have been transferred, an amount equal to the Fair Market Value of such Ordinary Shares on the date of settlement, or (iii) if such Other Share-Based Award was settled in cash, an amount equal to any amount paid to the Participant from any Other Share-Based Awards, in each case, which had settled in the period referred to above. The foregoing provision shall cease to apply upon a Change in Control.
(f) Price . Ordinary Shares issued on a bonus basis under this Article VIII may be issued for no cash consideration; Ordinary Shares purchased pursuant to a purchase right awarded under this Article VIII shall be priced, as determined by the Committee in its sole discretion.
 
24

(g) Termination . Subject to the applicable provisions of the Award agreement and this Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Award, the Other Share-Based Awards in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.
ARTICLE IX
PERFORMANCE-BASED CASH AWARDS
9.1 Performance-Based Cash Awards . Performance-Based Cash Awards may be granted either alone or in addition to or in tandem with other Awards granted under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine, in its sole discretion, the Eligible Employees and Consultants to whom, and the time or times at which, Performance-Based Cash Awards shall be made, the dollar amount to be awarded pursuant to such Performance-Based Cash Award, and all other conditions for the payment of the Performance-Based Cash Award. The Committee may also provide for the payment of a dollar amount under a Performance-Based Cash Award upon the completion of a specified Performance Period.
Except as otherwise provided herein, the Committee shall condition the right to payment of any Performance-Based Cash Award upon the attainment of specified performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) established pursuant to Section 9.2(c) below and such other factors as the Committee may determine in its sole discretion, including to comply with the requirements of Section 162(m) of the Code.
Subject to Section 9.2(c), for any Participant the Committee may specify a targeted Performance-Based Cash Award for a Performance Period (each an “ Individual Target Award ”). An Individual Target Award may be expressed as a fixed dollar amount, a percentage of the Participant’s base pay, as a percentage of a bonus pool funded by a formula as determined by the Committee in its sole discretion based on achievement of performance criteria, or an amount determined pursuant to an objective formula or standard. The Committee’s establishment of an Individual Target Award for a Participant for a Performance Period shall not imply or require that the same level or any Individual Target Award be established for the Participant for any subsequent Performance Period or for or any other Participant for that Performance Period or any subsequent Performance Period. At the time the performance criteria are established (as provided in Section 9.2(c)), the Committee shall prescribe a formula to be used to determine the maximum and minimum percentages (which may be greater or less than one-hundred percent (100%), as applicable) of an Individual Target Award that may be earned or payable based upon the degree of attainment of the performance criteria during the Performance Period. Notwithstanding anything else herein, unless otherwise specified by the Committee with respect to an Individual Target Award, the Committee may elect to pay a Participant an amount that is less than the Participant’s Individual Target Award (or attained percentages thereof) regardless of the degree of attainment of the performance criteria; provided that, except as
 
25

otherwise specified by the Committee with respect to an Individual Target Award, no discretion to reduce a Performance-Based Cash Award earned based on achievement of the applicable performance criteria shall be permitted for any Performance Period in which a Change in Control occurs, or during such Performance Period with regard to the prior Performance Periods if the Performance-Based Cash Awards for the prior Performance Periods have not been paid by the time of the Change in Control, with regard to individuals who were Participants at the time of the Change in Control.
9.2 Terms and Conditions . Performance-Based Cash Awards made pursuant to this Article IX shall be subject to the following terms and conditions:
(a) Committee Certification . At the expiration of the applicable Performance Period, the Committee shall determine, in its sole discretion, and certify in writing the extent to which the performance criteria established pursuant to Section 9.2(c) are achieved and, if applicable, the percentage of the Participant’s Individual Target Award that has been vested and earned.
(b) Waiver of Limitation . In the event of the Participant’s Disability or death, or in cases of special circumstances (to the extent permitted under Section 162(m) of the Code with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the Code), the Committee may waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article IX.
(c) Performance Goals, Formulae or Standards . The Committee shall establish the performance criteria for the earning of Performance-Based Cash Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and following the Transition Period, that is permitted under Section 162(m) of the Code with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the Code. Such performance criteria may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances, and, following the Transition Period, if and only to the extent permitted under Section 162(m) of the Code and Exhibit A hereto. Following the Transition Period, with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the Code, (x) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect and (y) the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto. For the avoidance of doubt, during the Transition Period, the Committee may establish such performance goals as it determines in its sole discretion.
 
26

(d) Payment . Following the Committee’s determination, in its sole discretion, and certification in accordance with subsection (a) above, the Performance-Based Cash Award amount shall be paid to the Eligible Employee or his legal representative, in accordance with the terms and conditions set forth in Performance-Based Cash Award agreement, but in no event, except as provided in the next sentence, shall such amount be paid by no later than the later of: (i) March 15 of the year following the year in which the applicable Performance Period ends; or (ii) two and one-half (2  1 ⁄ 2 ) months after the expiration of the fiscal year of the Company in which the applicable Performance Period ends (or, if later, the year in which the Award is earned). Notwithstanding the foregoing, the Committee may place such conditions on the payment of the payment of all or any portion of any Performance-Based Cash Award as the Committee may determine, in its sole discretion, and prior to the beginning of a Performance Period the Committee may (x) provide that the payment of all or any portion of any Performance-Based Cash Award shall be deferred and (y) permit a Participant to elect to defer receipt of all or a portion of any Performance-Based Cash Award. Any Performance-Based Cash Award deferred by a Participant in accordance with the terms and conditions established by the Committee shall not increase (between the date on which the Performance-Based Cash Award is credited to any deferred compensation program applicable to such Participant and the payment date) by an amount that would result in such deferral being deemed as an “increase in the amount of compensation” under Code Section 162(m). To the extent applicable, any deferral under this Section 9.2(d) shall be made in a manner intended to comply with or be exempt from the applicable requirements of Section 409A of the Code. Notwithstanding the foregoing, the Committee may award an amount less than the amount which otherwise would be payable pursuant to the Performance-Based Cash Award under the applicable Award agreement based on the level of attainment of the performance goals actually achieved.
(e) Termination . Unless otherwise determined by the Committee in its sole discretion, no Performance-Based Cash Award or pro rata portion thereof shall be payable to any Participant who incurs a Termination prior to the date such Performance-Based Cash Award is paid.
(f) Maximum Payments . The aggregate amount of compensation to be paid to any one Participant in respect of all Performance-Based Cash Awards granted to such Participant in respect of any one calendar year shall not exceed $15,000,000; provided, however, that with respect to any Performance-Based Cash Awards subject to a Performance Period longer or shorter than one year, the foregoing Performance-Based Cash Awards limit shall be proportionately adjusted upward or downward; and provided, further, that any Performance-Based Cash Awards that are cancelled during the year shall be counted against this limit to the extent required by Section 162(m) of the Code.
 
27

ARTICLE X
CHANGE IN CONTROL PROVISIONS
10.1 Benefits . In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award agreement or in Section 13.14(a)(ii) of the Plan, a Participant’s unvested Award shall not vest and a Participant’s Award (or any part thereof) shall be treated in accordance with one or more of the following methods as determined by the Committee in its sole discretion:
(a) Awards, whether or not then vested, may be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in its sole discretion, and restrictions to which any Restricted Shares or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Shares or other Award shall, where appropriate, receive the same distribution as other Ordinary Shares on such terms as determined by the Committee in its sole discretion; provided that, the Committee may decide to award additional Restricted Shares or other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Share Options, any assumed or substituted Share Option shall be structured in a manner intended to comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendments thereto).
(b) The Committee may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the Change in Control Price (as defined below) per share of Ordinary Shares covered by such Awards), less, in the case of an Appreciation Award, the exercise price per Ordinary Share covered by such Award. For purposes of this Section 10.1, the “ Change in Control Price ” shall mean the price per Ordinary Share paid in the Change in Control transaction, subject to adjustment as determined by the Committee, in its sole discretion, for any contingent purchase price, escrow obligations, indemnification obligations or other adjustments to the purchase price after the consummation of such Change in Control, but in no event less than the fair market value, as determined in the sole discretion of the Committee.
(c) The Committee may provide for the cancellation of any Appreciation Awards without payment, if the Change in Control Price per Ordinary Share covered by such Appreciation Awards is less than the exercise price per share of such Appreciation Awards.
(d) Notwithstanding anything else herein, the Committee may provide for accelerated vesting or lapse of restrictions, of an Award at any time.
10.2 Change in Control . Unless otherwise determined by the Committee, in its sole discretion, in the applicable Award agreement or other written agreement approved by the Committee, and subject to Section 13.14(a)(ii), a “ Change in Control ” shall be deemed to occur if (i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Ordinary Shares), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (ii) at any time, individuals who as of the Effective Date constitute the Board and any new director (other than a director designated by a person who
 
28

has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this section) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (the “ Required Approval ”) of the directors then still in office who either were directors as of the Effective Date or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided , however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (other than those covered by the exceptions in (i) above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the shareholders of the Company).
ARTICLE XI
TERMINATION OR AMENDMENT OF PLAN
11.1 Termination or Amendment . Notwithstanding any other provision of this Plan, the Board or the Committee, to the extent permitted by law), may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary or advisable to ensure that the Company may comply with any regulatory requirement referred to in Article XIII or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided , however , that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be substantially impaired without the consent of such Participant and, provided further , without the approval of the holders of the Company’s Ordinary Shares entitled to vote in accordance with applicable law, no amendment may be made which would (i) increase the aggregate number of Ordinary Shares that may be issued under this Plan (except by operation of Section 4.2); (ii) increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2) or under Section 9(f); (iii) change the classification of individuals eligible to receive Awards under this Plan; (iv) decrease the minimum exercise price of any Share Option or Other Share-Based Award with an exercise price; (v) extend the maximum option period under Section 6.4; (vi) alter the Performance Goals set forth in Exhibit A ; (vii) other than adjustments or substitutions in accordance with Section 4.2, amend the terms of outstanding Awards to reduce the exercise price of outstanding Share Options or Other Share-Based Award with an exercise price or to cancel outstanding Share Options or Other Share-Based Award with an exercise price
 
29

(where prior to the reduction or cancellation the exercise price equals or exceeds the Fair Market Value of the Ordinary Shares underlying such Awards) in exchange for cash, other Awards or Share Options or Other Share-Based Awards with an exercise price that is less than the exercise price of the original Share Options or Other Share-Based Award; or (viii) require shareholder approval in order for this Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Share Options, Section 422 of the Code. In no event may this Plan be amended without the approval of the shareholders of the Company in accordance with applicable law to increase the aggregate number of Ordinary Shares that may be issued under this Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require shareholder approval under the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company.
The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV above or as otherwise specifically provided herein, no such amendment or other action by the Committee shall substantially impair the rights of any holder without the holder’s consent.
Notwithstanding anything herein to the contrary, the Board or the Committee may amend the Plan or any Award granted hereunder at any time without a Participant’s consent to comply with Section 409A of the Code or any other applicable law. Nothing in the Plan is intended to provide a guarantee of particular tax treatment to any Participant.
ARTICLE XII
UNFUNDED PLAN
12.1 Unfunded Status of Plan . This Plan is an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.
ARTICLE XIII
GENERAL PROVISIONS
13.1 Legend . The Committee may require each person receiving Ordinary Shares pursuant to a Share Option or other Award granted under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof and such other securities law related representations as the Committee shall request. In addition to any legend required by this Plan, the certificates and/or book entry accounts for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on Transfer.
 
30

All certificates and/or book entry accounts for Ordinary Shares delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Ordinary Shares are then listed or any national automated quotation system on which the Ordinary Shares are then quoted, any applicable Federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If necessary or advisable in order to prevent a violation of applicable securities laws or to avoid the imposition of public company reporting requirements, then, notwithstanding anything herein to the contrary, any share-settled Awards under the Plan shall be paid in cash in an amount equal to the Fair Market Value of the Ordinary Shares otherwise payable in connection with the settlement of such Awards.
13.2 Other Plans . Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.
13.3 No Right to Employment/Directorship/Consultancy . Neither this Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time.
13.4 Withholding of Taxes . The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any Ordinary Shares or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Shares (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of Ordinary Shares otherwise deliverable or by delivering Ordinary Shares already owned. Any fraction of an Ordinary Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.
13.5 No Assignment of Benefits . No Award or other benefit payable under this Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.
 
31

13.6 Listing and Other Conditions .
(a) Unless otherwise determined by the Committee in its sole discretion, as long as the Ordinary Shares are listed on a national securities exchange or system sponsored by a national securities association, the issue of any Ordinary Shares pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall be of the opinion that any offer or sale of Ordinary Shares pursuant to an Award is or may be unlawful or prohibited, or will or may result in the imposition of excise taxes on the Company, under the statutes, rules or regulations of any applicable jurisdiction or under the rules of the national securities exchange on which the Ordinary Shares then are listed, the Company shall have no obligation to make such offer or sale, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to the Ordinary Shares or Awards, and the right to exercise any Option or Appreciation Award shall be suspended until, in the opinion of said counsel, such offer or sale shall be lawful, permitted or will not result in the imposition of excise taxes on the Company.
(c) Upon termination of any period of suspension under this Section 13.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.
(d) A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.
13.7 Governing Law . This Plan and actions taken in connection herewith shall be governed by and construed in accordance with the internal laws of the State of Delaware (regardless of the law that might otherwise govern under applicable principles of conflict of laws); provided , that the terms and conditions of this Plan shall be limited to the extent required by the Companies (Jersey) Law 1991, as amended, or other applicable laws of Jersey, Channel Islands, and the Board or the Committee may amend the Plan or any Award granted hereunder at any time without a Participant’s consent to comply with the Companies (Jersey) Law 1991, as amended, and other applicable laws of Jersey, Channel Islands.
13.8 Construction . Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.
 
32

13.9 Other Benefits . No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
13.10 Costs . The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Ordinary Shares pursuant to any Awards hereunder.
13.11 No Right to Same Benefits . The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same.
13.12 Death/Disability . The Committee may require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary or advisable to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.
13.13 Section 16(b) of the Exchange Act . All elections and transactions under this Plan by persons subject to Section 16 of the Exchange Act involving Ordinary Shares are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or advisable for the administration and operation of this Plan and the transaction of business thereunder.
13.14 Section 409A of the Code; Section 457A of the Code .
(a) Although the Company does not guarantee to a Participant the particular tax treatment of an Award granted under the Plan, Awards made under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and the Plan and any Award agreement hereunder shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award granted under the Plan constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “ Section 409A Covered Award ”), it shall be paid in a manner that will comply with or be exempt from Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or any damages for failing to comply with Code Section 409A or this Section 13.14(a). Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions shall apply to Section 409A Covered Awards:
(i) A Termination of Employment shall not be deemed to have occurred for purposes of any provision of a Section 409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of a Section 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding
 
33

any provision to the contrary in the Plan or the Award, if the Participant is deemed on the date of the Participant’s Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under a Section 409A Covered Award, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s Separation from Service, and (ii) the date of the Participant’s death (the “ Delay Period ”). All payments delayed pursuant to this Section 13.14(a)(i) shall be paid to the Participant on the first business day of the seventh month following the date of the Participant’s Separation from Service or, if earlier, on the date of the Participant’s death.
(ii) With respect to any payment pursuant to a Section 409A Covered Award that is triggered upon a Change in Control, the settlement of such Award shall not occur until the earliest of (1) the Change in Control if such Change in Control constitutes a “change in the ownership of the corporation,” a “change in effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Section 409A(a)(2)(A)(v) of the Code, (2) the date such Award would otherwise be settled pursuant to the terms of the applicable Award agreement and (3) the Participant’s “separation of service” within the meaning of Section 409A of the Code, subject to Section 13.14(a)(i).
(iii) For purposes of Code Section 409A, a Participant’s right to receive any installment payments under the Plan and/or pursuant to an Award agreement thereunder shall be treated as a right to receive a series of separate and distinct payments.
(iv) Whenever a payment under the Plan and/or pursuant to an Award agreement thereunder specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(b) Although the Company does not guarantee to a Participant the particular tax treatment of an Award granted under the Plan, Awards made under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 457A of the Code and the Plan and any Award agreement hereunder shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award granted under the Plan constitutes “non-qualified deferred compensation” pursuant to Section 457A of the Code (a “ Section 457A Covered Award ”), it shall be paid in a manner that will comply with or be exempt from Section 457A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Code Section 457A or any damages for failing to comply with Code Section 457A or this Section 13.14(b). Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions shall apply to Section 457A Covered Awards:
(i) to the extent required by law, upon the Section 457A Covered Awards ceasing to be subject to a substantial risk of forfeiture (within the meaning of Code Section 457A), the applicable amount under Section 457A Awards shall be recognized as taxable income to the Participant as of December 31 of the calendar year in which there ceases to be a substantial risk of forfeiture; and
 
34

(ii) in the event that the Participant fails to satisfy any condition that would otherwise be applicable under the Plan (but for the application of this Section 13.14(b)) with regard to the vesting and/or payment of any Section 457A Covered Award, then any Section 457A Covered Award will be immediately forfeited and cancelled and will not be paid to the Participant.
13.15 Successor and Assigns . The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.
13.16 Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
13.17 Payments to Minors, Etc . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.
13.18 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
13.19 Recoupment . In addition to the recoupment provisions set forth herein relating to Detrimental Activity, all Awards granted or other compensation paid by the Company under this Plan, including any Ordinary Shares issued under any Award hereunder, will be subject to any compensation recapture policies established by the Board or the Committee from time to time, as well as any such policies required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Sarbanes-Oxley Act and/or the rules of any national securities exchange on which the Ordinary Shares are then traded.
13.20 Reformation . If any provision regarding Detrimental Activity or any other provision set forth in the Plan or an Award agreement is found by any court of competent jurisdiction or arbitrator to be invalid, void or unenforceable or to be excessively broad as to duration, activity, geographic application or subject, such provision or provisions shall be construed, by limiting or reducing them to the extent legally permitted, so as to be enforceable to the maximum extent compatible with then applicable law.
 
35

13.21 Electronic Communications . Notwithstanding anything else herein to the contrary, any Award agreement, notice of exercise of an Option or Other Share-Based Award, or other document or notice required or permitted by this Plan or an Award under the Plan that is required to be delivered in writing may, to the extent determined by the Committee in its sole discretion and to the extent permitted by the Company’s articles and bylaws, be delivered and accepted electronically. Signatures may also be electronic. The term “written agreement” as used in the Plan shall include any such document that it is delivered and/or accepted electronically in accordance with the previous sentence.
13.22 Agreement . As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Ordinary Shares (the “ Lead Underwriter ”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Ordinary Shares or any securities convertible into, derivative of, or exchangeable or exercisable for Ordinary Shares, or any other rights to purchase or acquire Ordinary Shares (except Ordinary Shares included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “ Lock-up Period ”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Ordinary Shares acquired pursuant to an Award until the end of such Lock-up Period.
ARTICLE XIV
EFFECTIVE DATE OF PLAN
The Plan was originally adopted by the Board in its resolution adopting the Plan on August 31, 2015, subject to shareholder approval of the Plan in accordance with the requirements of the laws of the Jersey, Channel Islands. The Plan was approved by the shareholders of the Company on September 16, 2015 (the “ Effective Date ”).
ARTICLE XV
TERM OF PLAN
No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of (x) the date the Plan is adopted or (y) the date of shareholder approval, provided that Awards granted prior to such tenth anniversary may extend beyond that date in accordance with the terms of the Plan; provided that following the Transition Period, no Award (other than Options) that is intended to be “performance-based” under Section 162(m) of the Code shall be granted unless the performance criteria set forth on Exhibit A are reapproved (or other designated performance goals are approved) by the shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which such shareholders previously approved the performance criteria set forth on Exhibit A . Except as otherwise provided herein, in the event that any such Award is granted, the Award shall be a valid Award but it shall not qualify for the “performance-based compensation” exception under Section 162(m) of the Code unless it is granted subject to the approval of, and is approved by, the shareholders at the first shareholder meeting following such grant.
 
36

ARTICLE XVI
NAME OF PLAN
This Plan shall be known as “The NovoCure Limited 2015 Omnibus Incentive Plan.”
 
37

EXHIBIT A
PERFORMANCE GOALS
Performance goals established for purposes of the grant and/or vesting of performance-based Awards of Restricted Shares, Other Share-Based Awards and/or Performance-Based Cash Awards that are intended to be “performance-based” under Section 162(m) of the Code shall be based on one or more of the following performance goals (“ Performance Goals ”):
 
 	(1)	enterprise value or value creation targets of the Company;	
 
 	(2)	income or net income; operating income; net operating income or net operating income after tax; operating profit or net operating profit;	
 
 	(3)	cash flow, including, but not limited to, from operations or free cash flow;	
 
 	(4)	specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, or other capital structure improvements, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee;	
 
 	(5)	net sales, revenues, net income or earnings before income tax or other exclusions of the Company;	
 
 	(6)	operating margin; return on operating revenue or return on operating profit;	
 
 	(7)	return measures (after tax or pre-tax), including return on capital employed, return on invested capital; return on equity, return on assets, return on net assets;	
 
 	(8)	market capitalization, earnings per share, fair market value of the shares of the Company’s Ordinary Shares, franchise value (net of debt), economic value added;	
 
 	(9)	total shareholder return or growth in total shareholder return (with or without dividend reinvestment);	
 
 	(10)	proprietary investment results;	
 
 	(11)	estimated market share;	
 
 	(12)	expense management/control or reduction (including without limitation, compensation and benefits expense);	
 
 	(13)	customer satisfaction measures;	
 
 	(14)	technological improvements/implementation, new product innovation and delivery system improvements;	
 
38

 	(15)	research and development, pre-clinical and clinical trial results and FDA or other regulatory approvals;	
 
 	(16)	collections and reimbursement recoveries;	
 
 	(17)	property/asset purchases;	
 
 	(18)	litigation and regulatory resolution/implementation goals;	
 
 	(19)	leases, contracts or financings (including renewals, overhead, savings, G&A and other expense control goals);	
 
 	(20)	risk management/implementation;	
 
 	(21)	development and implementation of strategic plans and/or organizational restructuring goals;	
 
 	(22)	development and implementation of risk and crisis management programs; compliance requirements and compliance relief; productivity goals; workforce management; and succession planning goals;	
 
 	(23)	employee satisfaction or staff development;	
 
 	(24)	formations of joint ventures or partnerships or the completion of other similar transactions intended to enhance the Corporation’s revenue or profitability or to enhance its customer base; or	
 
 	(25)	completion of a merger, acquisition or any transaction that results in the sale of all or substantially all of the shares or assets of the Company.	
All Performance Goals may be based upon the attainment of specified levels of the Company (or affiliate, subsidiary, division, other operational unit, business segment or administrative department of the Company or any of its affiliates) performance under one or more of the measures described above and may be measured relative to the performance of other corporations (or an affiliate, subsidiary, division, other operational unit, business segment or administrative department of another corporation). Any goal may be expressed as a dollar figure, on a percentage basis (if applicable) or on a per share basis, and goals may be either absolute, relative to a selected peer group or index, or a combination of both. To the extent permitted under Section 162(m) of the Code, (including, without limitation, compliance with any requirements for shareholder approval), the Committee may: (i) designate additional business criteria on which the Performance Goals may be based or (ii) adjust, modify or amend the aforementioned business criteria.
 
39

Except as otherwise determined by the Committee, in its sole discretion, at grant, the measures used in Performance Goals set under the Plan shall be determined in accordance with generally accepted accounting principles (“ GAAP ”) and in a manner consistent with the methods used in the Company’s regular reports on Forms 10-K and 10-Q, without regard to any of the following unless otherwise determined by the Committee, in its sole discretion, consistent with the requirements of Code Section 162(m)(4)(C) and the regulations thereunder:
(a) all items of gain, loss or expense for the fiscal year or other applicable performance period that are related to special, unusual or non-recurring items, events or circumstances affecting the Company (or a Subsidiary, division, other operational unit or administrative department of the Company) or the financial statements of the Company (or a Subsidiary, division, other operational unit or administrative department of the Company);
(b) all items of gain, loss or expense for the fiscal year or other applicable performance period that are related to (i) the disposal of a business or discontinued operations or (ii) the operations of any business acquired by the Company (or a Subsidiary, division, other operational unit or administrative department of the Company) during the fiscal year or other applicable performance period; and
(c) all items of gain, loss or expense for the fiscal year or other applicable performance period that are related to changes in accounting principles or to changes in applicable law or regulations.
To the extent any Performance Goals are expressed using any measures that require deviations from GAAP, such deviations shall be at the discretion of the Committee as exercised at the time the Performance Goals are set and, following the Transition Period, to the extent permitted under Section 162(m) of the Code.
 
40

Exhibit 10.12
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this “Agreement”), dated as of [            ], 2015, is made by and between NovoCure Limited, a company organized under the Companies Law (the “ Company ”), and [ name] (the “ Indemnitee ”).
RECITALS
A. The Company is proposing to conduct an initial public offering and become a listed company on the NASDAQ Global Select Market, whereupon it will become a public company in the United States and it and its directors and officers will become subject to liability under the federal securities laws of the United States;
B. The Company has previously entered into indemnity agreements with certain of its directors and officers, which the Company is now amending and restating with this Agreement and each of the other indemnification agreements dated as of the date hereof, in connection with the Company becoming a public company as mentioned above;
C. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company’s directors and officers, the cost of such insurance and the general reductions in the coverage of such insurance;
D. The Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;
E. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;
F. The shareholders of the Company have adopted Articles of Association which require the Company to indemnify the directors and officers of the Company to the fullest extent permitted by the Companies Law;
G. In order to induce Indemnitee to serve or continue to serve as a director or officer of the Company and/or one or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or one or more subsidiaries of the Company, the Company has determined and agreed to enter into this Agreement with Indemnitee; and
H. The Company and the Indemnitee recognize that, under the Companies Law, the indemnification by the Company to exempt the Indemnitee from any liability which by law would otherwise attach to the Indemnitee by reason of the fact that the Indemnitee is or was a director or officer of the Company is only permitted under the Companies Law in limited circumstances. Notwithstanding such restrictions, the Company and the Indemnitee are entering into this Agreement to provide an indemnity to the Indemnitee to the fullest extent permitted by the Companies Law.

AGREEMENT
NOW, THEREFORE, the Indemnitee and the Company hereby agree as follows:
1. Definitions . As used in this Agreement:
(a) “ Agent ” means any person who is or was a director, officer, fiduciary, trustee, employee, member or other agent of the Company or a subsidiary of the Company (including, but not limited to, service with respect to employee benefit plans); or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, fiduciary, trustee, employee, member or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, fiduciary, trustee, employee, member or other agent of a foreign or domestic corporation which was a predecessor corporation of a subsidiary of the Company, or was a director, officer, fiduciary, trustee, employee, member or other agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.
(b) “ Board ” means the Board of Directors of the Company.
(c) A “ Change in Control ” shall be deemed to have occurred if (i) at any time after the date of this Agreement, the stockholders of the Company as of the date hereof cease to own, directly or indirectly, securities of the Company or any successor thereto representing 50% or more of the combined voting power of the Company’s or such successor’s then outstanding securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board, together with any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, cease for any reason to constitute a majority of the Board, (iii) the stockholders of the Company approve a merger or consolidation or a sale of all or substantially all of the Company’s assets with or to another entity, other than a merger, consolidation or asset sale that would result in the holders of the Company’s outstanding voting securities immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the total voting power represented by the voting securities of the Company or such surviving or successor entity outstanding immediately thereafter, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company.
(d) “ Companies Law ” means the Companies (Jersey) Law 1991, as amended.
(e) “ Expenses ” shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses (i) incurred in connection with any appeal resulting from
 
2

any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, other appeal bond or its equivalent, and (ii) in the case of a Proceeding involving an employee benefits plan, any excise taxes or penalties arising under the Employment Retirement Income Security Act of 1974.
(f) “ Independent Counsel ” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither currently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to or witness in the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(g) “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, limited liability company, partnership, joint venture, trust or other enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including any Proceeding pending on or before the date of this Agreement and any Proceeding arising out of or relating to facts or circumstances arising prior to the date hereof.
(h) “ Subsidiary ” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.
2. Agreement to Serve . The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company (if applicable), so long as the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Association of the Company or any subsidiary of the Company or until such time as the Indemnitee tenders his or her resignation in writing; provided , however , that nothing contained in this Agreement is intended to create any right to employment or continued employment by the Indemnitee.
 
3

3. Liability Insurance .
(a) Maintenance of D&O Insurance . The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c) , shall maintain in full force and effect directors’ and officers’ liability insurance (“ D&O Insurance ”) in reasonable amounts from established and reputable insurers, as more fully described below.
(b) Rights and Benefits . In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined by the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors if the Indemnitee is not an independent director; of the Company’s officers if the Indemnitee is an officer of the Company; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.
(c) Limitation on Required Maintenance of D&O Insurance . Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration has been purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance has been purchased and will be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee.
4. Mandatory Indemnification . Subject to the terms of this Agreement:
(a) Third-Party Proceedings . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses and liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
4

(b) Proceedings by or in the Right of the Company . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this Section 4(b)  shall be made in respect to any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.
(c) Actions where Indemnitee is Deceased . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, and if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent the Indemnitee would have been entitled to indemnification pursuant to this Agreement were the Indemnitee still alive.
(d) Certain Terminations . The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.
5. Indemnification for Expenses in a Proceeding in Which the Indemnitee is Wholly or Partly Successful .
(a) Successful Defense . To the extent the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the
 
5

Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense or appeal of such Proceeding. In the event that any Proceeding to which an Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding.
(b) Partially Successful Defense . To the extent that the Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify, defend and hold harmless to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter.
(c) Dismissal . For purposes of this section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified, defended and held harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith, provided that the Indemnitee is not reimbursed against such expenses by another entity.
7. Mandatory Advancement of Expenses . Subject to the terms of this Agreement and following notice pursuant to Section 8(a) below, the Company shall, to the fullest extent not prohibited by the Articles of Association and applicable law, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason
 
6

of the fact that the Indemnitee is or was an Agent of the Company upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan and shall be made without regard to Indemnitee’s ability to repay any Expenses advanced. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company and shall be paid whether prior to or after final disposition of such Proceeding, unless there has been a final determination by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification for such Expenses. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee shall be entitled to seek specific performance in accordance with Section 9(g) of this Agreement. If Indemnitee seeks specific performance pursuant to Section 9(g) , it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.
8. Procedure for Notification .
(a) Notice by Indemnitee . Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. Notwithstanding the foregoing, any failure of Indemnitee to promptly provide notice to the Company shall not relieve the Company of any liability that it may have to Indemnitee unless, and only to the extent that, such failure actually and materially prejudices the interests of the Company.
(b) Insurance . If the Company receives notice pursuant to Section 8(a)  hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
9. Procedures and Presumptions for Determination of Entitlement to Indemnification .
(a) Right to Indemnification . In the event that Section 5(a)  is inapplicable, the Company shall indemnify the Indemnitee pursuant to this Agreement unless, and except to the extent that, it shall have been determined by one of the methods listed in Section 9(b)  that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
(b) Determination of Right to Indemnification . A determination of the Indemnitee’s right to indemnification hereunder shall be made at the election of the Board by
 
7

(i) a majority vote of directors who are not parties to the Proceeding for which indemnification is being sought, or by a committee consisting of directors who are not parties to the Proceeding for which indemnification is being sought, who have been designated by a majority vote of the disinterested directors, or (ii) if there are no such disinterested directors or if the disinterested directors do not constitute a quorum or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iii) by the shareholders of the Company, or (iv) by a panel of three arbitrators, one of whom is selected by the Company, one of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; provided , however , that, following any Change in Control, such determination shall be made by an Independent Counsel as specified in clause (ii) above. If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board or, from and after the date that a Change of Control occurs, by the Indemnitee. Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the person selecting the Independent Counsel a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person(s) so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit in accordance with Section 9(d) below. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Section 9(b) .
(c) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a notice of the commencement of or the threat of commencement of any Proceeding in accordance with the provisions of this Agreement. The Company shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or advancement of Expenses under this Agreement.
(d) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any subsidiary of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company or any subsidiary of the Company in the course of their duties, or on the advice of legal counsel for the Company or any subsidiary of the Company or on information or records given or reports made to the Company or any subsidiary of the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any subsidiary of the Company. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any subsidiary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
 
8

(e) It shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(f) Submission for Decision . As soon as practicable, and in no event later than thirty (30) days after the Indemnitee’s written request for indemnification, the Board shall select the method for determining the Indemnitee’s right to indemnification. The Indemnitee shall cooperate with the person or persons or entity making such determination with respect to the Indemnitee’s right to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
(g) Application to Court . If (i) the claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within twenty (20) days after the request therefor (including if such delay is due to a dispute regarding the selection of the Independent Counsel pursuant to Section 9(b) ), (iii) the advancement of Expenses is not timely made pursuant to Section 7 of this Agreement or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee (x) shall have the right to apply to the court in which the Proceeding is or was pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement or (y) otherwise the Indemnitee may file suit to recover the unpaid amount of such claim and, in the case of either (x) or (y), if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law.
(h) Expenses Related to the Enforcement or Interpretation of this Agreement . The Company shall indemnify the Indemnitee against all reasonable Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 9 involving the Indemnitee and against all reasonable Expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, unless a court of competent jurisdiction finally determines without a right to appeal that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in bad faith.
10. Exceptions . The Company shall not be obligated:
(a) Claims Initiated by Indemnitee . To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the laws of the Bailiwick of Jersey, (iv) the Proceeding is brought to establish or enforce a right to indemnification under this
 
9

Agreement or any other statute or law in advance of a final determination, or (v) if the Proceeding is initiated in order to preempt a foreseeable claim against the Indemnitee covered by this Agreement;
(b) Lack of Good Faith . To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction finally determines without a right to appeal that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous;
(c) Unauthorized Settlements . To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed;
(d) Claims Under Section 16(b) . To indemnify the Indemnitee for Expenses and the payment of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any US state statutory law or common law; or
(e) Payments Contrary to Law . To indemnify, or make an advance to, the Indemnitee in respect of any Expenses or any other cost, expense, loss or liability whatsoever, where such indemnity or payment is prohibited by, or inconsistent with, any applicable law (including, without limitation, the Companies Law) or the rules of any applicable regulatory body.
11. Non-Exclusivity of Rights . To the extent that a change in the Companies Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, automatically and without any need to document the same by formal amendment of this Agreement. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Articles of Association, the vote of the Company’s shareholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while occupying the Indemnitee’s position as an Agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.
12. Primacy of Indemnification . The Company hereby acknowledges that Indemnitee has or may from time to time hereafter have certain rights to indemnification, advancement of expenses and/or insurance from third parties (such parties, collectively, the “ Additional Indemnitors ”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Additional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses
 
10

incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Articles of Association of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Additional Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Additional Indemnitors from any and all claims against the Additional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Additional Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Additional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Additional Indemnitors are express third party beneficiaries of this Section 12 .
13. Amounts Received from an Employee Benefits Plan . Subject to Section 19 , the Company’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the Company’s request as a director, officer, fiduciary, employee, member, trustee or agent of an employee benefits plan shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such employee benefits plan. Any person serving as a director, officer, fiduciary, employee, member, trustee or agent of an employee benefits plan, at least fifty percent (50%) of whose equity interests are owned by the Company, shall be conclusively presumed to be serving in such capacity at the request of the Company.
14. Permitted Defenses . It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for Expenses pursuant to Section 7 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 10 hereof. Neither the failure of the Company (including its Board, Independent Counsel or the Company’s shareholders) to have made a determination prior to the commencement of the relevant Proceeding that indemnification of the Indemnitee is permitted under this Agreement, nor an actual determination by the Company (including its Board, Independent Counsel or the Company’s shareholders) that the Indemnitee is not permitted under this Agreement to be so indemnified, shall be a defense to the Proceeding or create a presumption that the Indemnitee is not permitted under this Agreement to be so indemnified.
15. No Rights of Subrogation . The Company shall have no right of subrogation to any rights of recovery of the Indemnitee.
16. Survival of Rights .
(a) Survival . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee was serving in the capacity referred to herein.
 
11

(b) Successors . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
17. Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.
18. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to this Section 18 hereof.
19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
20. Reliance . The Indemnitee will be conclusively presumed to have relied on the rights to indemnity, advancement of Expenses and other rights contained in this Agreement in entering into or continuing the service and the Company further acknowledges that the availability of such rights hereunder was a material inducement to the Indemnitee’s agreement to serve/continue to serve as an Agent of the Company. The rights to indemnification and to the advancement of expenses conferred in this Agreement will apply to claims made against any Indemnitee arising out of acts or omissions that occurred or occur either before or after the adoption of this Agreement in respect of service as an Agent.
21. [Termination of Existing Agreement . This Agreement amends and restates the existing indemnity agreement, dated as of [                    ], by and between the Company and the Indemnitee, and upon the execution of this Agreement, said existing indemnity agreement shall be terminated and hereinafter of no further force and effect.] 1
22. Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been

1  	Applicable if existing agreement with Indemnitee.	
 
12

directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the fifth business day after the date on which it is so mailed, (c) if dispatched by an internationally recognized courier service, upon delivery, with written verification of receipt, or (d) on the same day as delivered by confirmed facsimile transmission if delivered during business hours or on the next successive business day if delivered by confirmed facsimile transmission after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above. For the purposes of this clause, “ business hours ” means the hours between 8:00 a.m. and 5:00 p.m. local time on a business day, and “ business day ” means any day other than those days for which banks are closed for business either in Israel or New York City.
23. Governing Law . This Agreement shall be governed exclusively by and construed according to the laws of the Bailiwick of Jersey.
24. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence the existence of this Agreement.
[Signature page follows]
 
13

The parties hereto have entered into this Indemnification Agreement effective as of the date first above written.

Indemnitee:	 		 	Novocure Limited:	
				
 	 		 	By:	 	 	
Address:	 	 	 		 	Title:	 	 	

	 		 		 	Address:	
	 		 		 	Le Masurier House	
	 		 		 	La Rue le Masurier	
	 		 		 	St. Helier, Jersey JE2 4YE	
	 		 		 	Facsimile: +44.15.34756799	
	 		 		 	Attention: General Counsel	
				
	 		 		 	and to:	
				
	 		 		 	Proskauer Rose LLP	
	 		 		 	Eleven Times Square	
	 		 		 	New York, NY 10036	
	 		 		 	Facsimile: 1.212.969.2900	
	 		 		 	Attention: Julie Allen, Esq. and Reid Arstark, Esq.	
[Signature page to Indemnification Agreement]

Exhibit 10.14
NOVOCURE LIMITED
Non-Employee Director Compensation Program
1. General . This Non-Employee Director Compensation Program (this “ Program ”) is adopted by the Board of Directors (the “ Board ”) of NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands (the “ Company ”). For purposes of this Program, a “ Non-Employee Director ” shall mean director of the Company who is an “independent director” pursuant to NASDAQ Listing Rule 5605(a)(2).
2. Annual Cash Compensation . Each Non-Employee Director shall be entitled to an annual cash retainer fee of $45,000 (the “ Annual Retainer ”). In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of (a) $25,000 for serving as the chairperson of the Board’s Audit Committee (the “ Audit Committee ”), (b) $15,000 for serving as the chairperson of the Board’s Compensation Committee (the “ Compensation Committee ”), and (c) $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “ Nominating Committee ”). In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of (a) $15,000 for serving as a member of the Board’s Audit Committee, (b) $7,500 for serving as a member of the Compensation Committee, and (c) $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and any annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash compensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the end of each fiscal quarter.
3. Annual Equity Awards to Non-Employee Directors . On the date of each annual general meeting of the Company’s shareholders (“ Annual Meeting ”) or such other date duly authorized by the Compensation Committee or the Board, the Board may consider a grant of share options under the NovoCure Limited 2015 Omnibus Incentive Plan (the “ Plan ”) and a related award agreement to each Non-Employee Director immediately following the Annual Meeting (or such other duly authorized date, as appropriate). Such grant of share options shall be in an amount determined by the Board or Compensation Committee, in its sole discretion (each, an “ Annual Equity Award ”), provided that such Annual Equity Awards shall not exceed options to purchase 23,600 ordinary shares of the Company (as such number of ordinary shares may be adjusted pursuant to Section 4.2 of the Plan). It is intended that the Non-Employee Directors elected or appointed to the Board between Annual Meetings will receive an Annual Equity Award for options to purchase a number of ordinary shares of the Company based on that percentage of such annual share option grant that equals the percentage of the year (beginning from the date of such election or appointment) remaining until the next Annual Meeting (assuming that such next Annual Meeting occurs on the anniversary of the preceding Annual Meeting). It is intended that any such Annual Equity Award (or pro-rated portion) will vest ratably on the anniversary of the Annual Equity Award’s grant date.
4. Effective Date . This Program shall be effective upon the effectiveness of the registration statement on Form S-1 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the initial public offering of the ordinary shares of the Company.
5. Expense Reimbursements . Each Non-Employee Director will be entitled to reimbursement for all reasonable and documented expenses incurred in the performance of his or her duties as a director of the Company pursuant to the terms of any applicable Company expense reimbursement policy that is in effect from time to time.
 
1

6. Program Subject to Amendment, Modification and Termination . This Program may be amended, modified or terminated by the Board or Compensation Committee at any time, or from time to time, in their sole discretion. No Non-Employee Director shall have any rights hereunder unless and until an Award (as defined in the Plan) is actually granted under the Plan. Without limiting the generality of the foregoing, the Board and Compensation Committee hereby expressly reserve the authority to terminate this Program during any year up and until the election of directors at a given Annual Meeting.
7. Taxes . The Company is not responsible for the tax consequences under federal, foreign, provincial, state or local law with respect to any compensation, fees, equity awards or other payments made pursuant to this Program.
 
2

Exhibit 10.15
NOVOCURE LIMITED
EMPLOYEE SHARE PURCHASE PLAN
 
1.	Purpose .	
The purpose of the NovoCure Limited Employee Share Purchase Plan (the “ Plan ”) is to encourage and enable eligible employees of NovoCure Limited (the “ Company ”) and certain designated affiliated companies to acquire proprietary interests in the Company through the ownership of Ordinary Shares of the Company. The Company believes that employees who participate in the Plan will have a closer identification with the Company by virtue of their ability as shareholders to participate in the Company’s growth and earnings. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.
 
2.	Definitions .	
The following words or terms have the following meanings:
(a) “Agent” means the agent, broker or other administrator, including without limitation, employees of the Employer, appointed by the Committee pursuant to Section 4(b) hereof.
(b) “Annual Pay” means an amount equal to the annual basic rate of pay of an Eligible Employee as determined from the payroll records of the Company or Designated Subsidiary, including amounts contributed by an Eligible Employee under Section 401(k) or 125 of the Code, but excluding all other cash compensation paid to an Eligible Employee during a Purchase Period by the Company or Designated Subsidiary. Without limiting the generality of the foregoing, Annual Pay shall not include overtime, bonuses, any contributions by the Company or Designated Subsidiary, to, or benefits paid under, the Plan or any other pension, profit-sharing, fringe benefit, group insurance or other employee welfare plan or any deferred compensation arrangement (other than pursuant to Section 401(k) or 125 of the Code), expenses and reimbursements, and any other special or extraordinary compensation. Notwithstanding the foregoing, the Committee, in its sole discretion, may adjust the types of compensation constituting Annual Pay; provided that any such determination shall be applied on a uniform and consistent basis to all Eligible Employees.
(c) “Board of Directors” means the Board of Directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended.
(e) “Committee” means the Compensation Committee of the Board of Directors of the Company, any successor committee or such other committee the Board of Directors appoints to administer the Plan. To the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board of Directors.

(f) “Company” means NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands, and its successors by operation of law.
(g) “Continuous Service” means the period of time, uninterrupted by a termination of employment, and immediately preceding an Offering Date, that an Employee has been employed by the Company and/or a Subsidiary. Such period of time shall include any separation period of leave or layoff of less than three months occurring within such period of time. For the purposes of the Plan, any period of leave or layoff three months or longer shall be deemed to cause a termination of employment effective as of the end of the third month of such leave or layoff.
(h) “Designated Subsidiaries” means each Subsidiary listed on Exhibit A and future Subsidiaries and Parents (if any) are specifically designated to participate in the Plan by the Committee from time to time in its sole discretion. No Subsidiary or Parent (if any) located in jurisdictions outside of the United States shall be a Designated Subsidiary on and after the Effective Date unless the Committee specifically designates such Subsidiary or Parent in the future as a Designated Subsidiary. The Committee may adopt different terms and conditions that may apply to a Designated Subsidiary, provided that such terms and conditions are consistent with the Plan and Section 423 of the Code.
(i) “ Effective Date ” means the date the Plan was approved by the shareholders of the Company, which was September 16, 2015.
(j) “Eligible Employee” means each person who on an Offering Date: (i) is an Employee of the Company or a Designated Subsidiary; and (ii) is not deemed for the purposes of Section 423 of the Code and regulations promulgated thereunder to own, directly or indirectly and by certain rules of constructive ownership, shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company, a Subsidiary or Parent (if any). Notwithstanding the foregoing, the Committee may exclude the employees of any specified Designated Subsidiary from any offering under the Plan.
(k) “Employee” means each person employed by the Company or a Subsidiary, excluding: (i) a person whose customary employment is 20 hours or less per week, (ii) a person who has been employed for less than 90 days, and (iii) a person whose customary employment is not for more than five months in any calendar year; provided, however, that “Employee” as used herein shall not include an agent or an independent contractor. An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified by the Employer as an Employee but who provides services to the Employer through another entity or otherwise shall not be eligible to participate in the Plan during the period that the individual is so initially classified, even if such individual is later retroactively reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.
 
2

(l) “Employer” means, with respect to any Employee, the Company or Designated Subsidiary by which the Employee is employed.
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(n) “Market Price” means the closing price of the Ordinary Shares as reported on the principal market, trading system or exchange on which the Company’s Ordinary Shares are traded as of the applicable Purchase Date, or if there was no sale on such date, then as of the next preceding date on which there was a sale.
(o) “Offering Date” means January 1 and July 1 of each Plan Year or such other dates determined by the Committee. The first Offering Date under the Plan shall be the January 1, 2016, unless otherwise delayed by the Committee in its sole discretion.
(p) “Option” means the right or rights granted to Eligible Employees to purchase the Ordinary Shares under an offering made under the Plan and pursuant to such Eligible Employees’ elections to purchase.
(q) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the granting of an Option, each of the corporations other than the employer corporation owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in such chain.
(r) “Participant” means an Eligible Employee who participates in the Plan.
(s) “Plan” means the NovoCure Limited Employee Share Purchase Plan, as amended from time to time.
(t) “Plan Year” means a twelve-month period beginning January 1 and ending December 31 for which the Plan is in effect.
(u) “Purchase Date” means June 30 and December 31 of each Plan Year or such other dates determined by the Committee.
(v) “Purchase Period” means the period beginning on an Offering Date and ending on the next succeeding Purchase Date. The first Purchase Period under the Plan shall be the period beginning on the January 1, 2016 and ending on June 30, 2016, unless otherwise delayed by the Committee in its sole discretion.
(w) “Rule 16b-3” means Rule 16b-3 promulgated under Section 16(b) of the Exchange Act as then in effect or any successor provisions.
(x) “Ordinary Shares” means the ordinary shares of the Company of no par value.
 
3

(y) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of an Option, each of the corporations other than the last corporation in the unbroken chain owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in such chain.
(z) “Subscription Period” means, with respect to each Option, the first day of the preceding Purchase Period through the 20 th day of the last month preceding the Purchase Period, or such other period of time designated by the Committee, in its sole discretion, in any offer of Ordinary Shares under the Plan beginning on the first day Eligible Employees may elect to purchase Ordinary Shares and ending on the last day such elections to purchase are authorized to be received and accepted.
 
3.	Ordinary Shares Reserved for Plan.	
(a) The Ordinary Shares to be sold to Eligible Employees under the Plan may, at the election of the Committee, be purchased by the Agent on the open market or may be treasury shares or newly-issued and authorized Ordinary Shares delivered to the Plan, upon such terms as the Committee may approve. The maximum number of Ordinary Shares which shall be reserved and made available for sale under the Plan shall be                 , 1 subject to adjustment as provided in paragraph (b) of this section, which amount shall be automatically increased on December 31 st  of each year, for ten years, commencing on December 31, 2015, in an amount equal to 1% of the total number of Ordinary Shares outstanding on December 30 st  of such calendar year; provided, however, that the Board of Directors may act prior to December 31 of a calendar year to provide that there will be no such increase in for such calendar year or that the increase for such year will be a smaller number of shares of Ordinary Shares than would otherwise occur pursuant to this Section 3(a). The Ordinary Shares reserved may be issued and sold pursuant to one or more offerings under the Plan. With respect to each offering, the Committee may specify the number of Ordinary Shares to be made available, the length of the Subscription Period, the length of the Purchase Period, the Offering Dates and such other terms and conditions not inconsistent with the Plan as may be necessary or appropriate. In no event shall the Subscription Period and the Purchase Period together exceed twenty-seven (27) months for any offering.
(b) In the event of any increase, reduction, or change or exchange of Ordinary Shares for a different number or kind of Ordinary Shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation, reorganization, share dividend, share split or reverse share split, combination or exchange of Ordinary Shares, repurchase of Ordinary Shares, change in corporate structure or otherwise, the Committee shall conclusively determine the appropriate equitable adjustments, if any, to be made under the Plan, including without limitation adjustments to the number of Ordinary Shares which have been authorized for issuance under the Plan but have not yet been placed under Option, as well as the price per Ordinary Share covered by each Option under the Plan which has not yet been exercised.

1  	Initial reserve will be approximately 1% of the outstanding ordinary shares outstanding immediately following the	
Company’s initial public offering.
 
4

4.	Administration of the Plan.	
(a) The Plan shall be administered by the Committee and the Committee may select an administrator or any other person to whom its duties and responsibilities hereunder may be delegated. The Committee shall have full power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, and to take all actions in connection therewith or in relation thereto as it deems necessary or advisable. The Committee may adopt special guidelines and provisions for persons who are residing in, or subject to the laws of, jurisdictions outside of the United States to comply with applicable laws, including, without limitation, tax and securities laws. All interpretations and determinations of the Committee shall be made in its sole and absolute discretion based on the Plan document and shall be final, conclusive and binding on all parties.
(b) The Committee may employ such legal counsel, consultants, brokers and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant, broker or agent. The Committee may, in its sole discretion, designate an Agent to administer the Plan, purchase and sell Ordinary Shares in accordance with the Plan, keep records, send statements of account to employees and to perform other duties relating to the Plan, as the Committee may request from time to time. The Agent shall serve as custodian for purposes of the Plan and Ordinary Shares purchased under the Plan shall be held by and in the name of, or in the name of a nominee of, the custodian for the benefit of each Participant, who shall thereafter be a beneficial shareholder of the Company. The Committee may adopt, amend or repeal any guidelines or requirements necessary for the custody and delivery of the Ordinary Shares, including, without limitation, guidelines regarding the imposition of reasonable fees in certain circumstances.
(c) The Company shall, to the fullest extent permitted by law and the Article of Association of the Company and, to the extent not covered by insurance, indemnify each director, officer or employee of the Employer (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company, except in instances where any such person engages in willful misconduct or fraud. Such right of indemnification shall include the right to be paid by the Company for expenses incurred or reasonably anticipated to be incurred in defending any such suit, action or proceeding in advance of its disposition; provided, however, that the payment of expenses in advance of the settlement or final disposition of a suit, action or proceeding, shall be made only upon delivery to the Company of an undertaking by or on behalf of such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified hereunder. Such indemnification shall be in addition to any rights of indemnification the person may have as a director, officer or employee or under the Article of Association of the Company. Expenses incurred by the Committee or the Board of Directors in the engagement of any such counsel, consultant or agent shall be paid by the Company.
 
5

5.	Participation in the Plan.	
Options to purchase the Ordinary Shares under the Plan shall be granted to all Eligible Employees; provided, however, that solely to the extent allowable under Section 423 of the Code, the Committee may determine that an offering of Ordinary Shares under the Plan will not be extended to highly compensated employees (within the meaning of Code Section 414(q)) with compensation above a certain level or who are officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied in an identical manner to all highly compensated employees of the Employer. Except as otherwise determined by the Committee, persons who are highly compensated employees (within the meaning of Code Section 414(q) with compensation at any level or who are officers or who are subject to the disclosure requirements of Section 16(a) of the Exchange Act shall be eligible to participate in the Plan.
Notwithstanding the foregoing, Employees who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Code Section 7701(b)(1)(A)) may not participate in the Plan, unless otherwise permitted by the Committee, if (a) the grant of an Option under the Plan to such Employee is prohibited under the laws of the applicable foreign jurisdiction, or (b) compliance with the laws of the foreign jurisdiction would cause the Plan or an offering thereunder to violate the requirements of Code Section 423.
 
6.	Purchase Price.	
The purchase price for Ordinary Shares purchased pursuant to the Plan shall be determined by the Committee, in its sole discretion, and shall remain in effect unless modified at least thirty (30) days prior to the applicable Offering Date, but in no event shall be less than the lesser of eighty-five percent (85%) of the Market Price of an Ordinary Share on either the Offering Date or the Purchase Date. Effective as of the Effective Date until modified by the Committee, the price per Ordinary Share subject to an offering shall be eighty-five percent (85%) of the lesser of (a) the Market Price of an Ordinary Share on the Offering Date or (b) the Market Price of an Ordinary Share on the Purchase Date.
 
7.	Method of Payment.	
Payment for Ordinary Shares purchased pursuant to the Plan shall be made in installments through payroll deductions, with no right of prepayment.
 
8.	Employee’s Election to Purchase; Grants of Options.	
(a) In order to enroll and participate in the Plan, an Eligible Employee must make an election on a form provided by the Committee (or designee) stating the Eligible Employee’s desire to purchase Ordinary Shares under the Plan during the Purchase Period in an amount (on an after-tax basis) not less than 1% but not more than 10% of the Eligible Employee’s Annual Pay which he or she elects to have withheld each payroll period during the
 
6

Purchase Period. In order to be given effect, an Eligible Employee’s election to purchase Ordinary Shares must be delivered on or before the last day of the Subscription Period to the person or office designated by the Committee to receive and accept such elections. Except as otherwise provided in the Plan, once enrolled in the Plan, a Participant’s payroll deduction authorization indicating his or her election to purchase Ordinary Shares shall remain in effect unless and until modified or canceled by the Participant.
(b) Subject to the provisions of Section 8(c) below, once enrolled in the Plan, a Participant may only increase or decrease an existing payroll deduction authorization at the times and in accordance with procedures, if any, implemented by the Committee or its designee. A Participant may cancel an existing payroll deduction authorization at any time pursuant to Section 14(a) hereof and thereby terminate participation in the Plan with respect to a Purchase Period.
(c) Notwithstanding the foregoing provisions, in no event shall a Participant be permitted to increase the rate of his payroll deductions under the Plan to an amount which would result in non-compliance with the limitations stated in Sections 11(a)(ii) or (iii) hereof.
(d) All payroll deductions made by a Participant shall be credited to such Participant’s account under the Plan. A Participant may not make any additional payments into such account except as otherwise provided herein.
(e) In the event a Participant makes a hardship withdrawal of employee deferral (401(k)) contributions under a 401(k) profit sharing plan of the Company, a Subsidiary, or a Parent or an affiliate or any other plan qualified under Section 401(a) of the Code that contains a Code Section 401(k) feature, to the extent required by such plan or applicable law, such Participant’s payroll deductions and the purchase of Ordinary Shares under the Plan shall be suspended until the first payroll period following the Offering Date commencing six (6) months after the date the Participant obtained the hardship withdrawal. If a Participant who elects a hardship withdrawal under such a 401(k) profit sharing plan or such other plan has a cash balance accumulated in his or her account at the time of the withdrawal that has not already been applied to purchase Ordinary Shares, such cash balance shall be returned to the Participant as soon as administratively practicable.
 
9.	Exercise of Option.	
(a) A Participant’s election to purchase Ordinary Shares shall be exercised automatically on each Purchase Date following a Participant’s election, and the maximum number of whole and/or fractional Ordinary Shares subject to such Option shall be purchased for such Participant at the applicable Option price with the accumulated payroll deductions in such Participant’s account. If all or any portion of the Ordinary Shares cannot reasonably be purchased on the Purchase Date in the sole discretion of the Committee because of unavailability or any other reason, such purchase shall be made as soon thereafter as feasible. In no event shall certificates for any fractional Ordinary Shares be issued under the Plan. Ordinary Shares shall be credited to the Participant’s account as soon as administratively feasible after the Purchase Date.
 
7

(b) If all or any portion of the Ordinary Shares that would otherwise be subject to Options granted on any Offering Date exceeds the number of Ordinary Shares then available under the Plan (after deduction of all Ordinary Shares for which Options have been exercised or are then outstanding) or if all or any portion of the Ordinary Shares cannot reasonably be purchased on the Purchase Date in the sole discretion of the Committee because of any other reason, the Committee shall make a pro rata allocation of the Ordinary Shares remaining available for Option grant in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Committee shall give written notice to each Participant of the reduction in the number of Ordinary Shares affected thereby and shall similarly reduce the rate of each Participant’s payroll deductions, if necessary, and return any remaining payroll deduction balance credited to each Participant as soon as practicable thereafter.
 
10.	Delivery of Ordinary Shares.	
All the Ordinary Shares purchased by a Participant on a Purchase Date shall, for all purposes, be deemed to have been issued and sold as of the close of business on such Purchase Date. Prior to that time the Participant shall have none of the rights or privileges of a shareholder of the Company with respect to such Ordinary Shares.
All the Ordinary Shares purchased pursuant to the Plan shall be delivered by the Company in a manner as determined from time to time, by the Board or its Committee. The Board or its Committee, in its discretion, may determine that the shares shall be delivered by the Company to the Participant by issuing and delivering a certificate for the number of Ordinary Shares purchased by a Participant on a Purchase Date, or that the Ordinary Shares purchased by a Participant on a Purchase Date, be delivered to a securities brokerage firm, as selected by the Board or its Committee, and such Ordinary Shares shall be maintained by the securities brokerage firm in separate Plan accounts for Participants. The Company will not issue fractional Ordinary Shares, but the securities brokerage firm will maintain fractional interest in such Ordinary Shares.
Each certificate or investment account, as the case may be, will be in the name of the Participant.
 
11.	Limitations of Number of Ordinary Shares That May Be Purchased.	
Notwithstanding any provisions of the Plan to the contrary, no individual shall be granted an Option under the Plan:
(a) if, immediately after the grant, such individual (or any other person whose shares would be attributed to such individual pursuant to Section 424(d) of the Code) would own shares and/or hold outstanding Options to purchase shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or of any Subsidiary or Parent; or
(b) which permits such individual’s right to purchase shares under all employee stock purchase plans (as described in Section 423 of the Code) of the Company and any Subsidiary or Parent to accrue at a rate which exceeds twenty five thousand dollars ($25,000) of fair market value of such shares (determined at the time such Option is granted) for any calendar year in which such Option is outstanding at any time.
 
8

12.	Shareholder Rights.	
The Ordinary Shares purchased upon exercise of an Option hereunder shall be credited to the Participant’s account under the Plan and shall be deemed to be transferred to the Participant on the Purchase Date. Only upon the issuance of Ordinary Shares to a Participant or his agent (and only in respect to such Ordinary Shares purchased) shall a Participant obtain the rights of shareholders, including, without limitation, any right to vote the Ordinary Shares or receive any dividends or any other distributions thereon. The Ordinary Shares purchased will be issued as soon as practicable after the Purchase Date.
 
13.	Rights to Purchase Ordinary Shares Not Transferable.	
(a) Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an Option or to receive Ordinary Shares under the Plan may be sold, pledged, assigned or transferred in any manner otherwise than by will or the laws of descent and distribution. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as a cancellation of a Participant’s election to purchase shares in accordance with Section 14 hereof.
(b) All rights of a Participant granted under this Plan, including but not limited to, the grant of an Option, the right to exercise an Option and the ability to authorize payroll deductions shall relate solely to a Participant, except as otherwise provided in Section 16 hereof.
 
14.	Cancellation of Election to Purchase.	
(a) A Participant who has elected to purchase Ordinary Shares during a Purchase Period may cancel his or her election to purchase Ordinary Shares with respect to such Purchase Period. Any such cancellation shall apply to all payroll deductions withheld (and any other amounts credited to his or her account) during the Purchase Period. A cancellation shall be effective as soon as administratively feasible after the delivery by the Participant of sufficient prior written notice of cancellation on a form provided by, or acceptable to, the Committee for such purpose to the office or person designated by the Committee to receive such elections. In order to be given effect with respect to a Purchase Period, a notice of cancellation must be so delivered no later than the date set by the Committee.
(b) A Participant’s rights, upon the cancellation of his or her election to purchase Ordinary Shares, shall be limited to receiving in cash, as soon as practicable after delivery of the notice of cancellation, the cash balance (without interest) then credited to his or her account.
(c) A Participant’s cancellation of his or her election to purchase Ordinary Shares in an offering shall not have any effect upon such Participant’s eligibility to participate in a subsequent offering or in any similar plan which may hereafter be adopted by the Company.
 
9

15.	Leave of Absence.	
(a) Subject to Section 15(b), in the event that, during a Purchase Period, a Participant is granted a paid leave of absence (including a military leave), the Participant’s election for payroll deductions (i) shall continue in accordance with the Participant’s prior election until the earlier of the end of the three-month period that commences on the first date of the Participant’s paid leave or the Participant’s cessation of the paid leave of absence (other than due to reemployment as an Eligible Employee with the Employer), and (ii) shall be deemed to have been canceled at the end of such earlier period. Subject to Section 15(b), in the event that, during a Purchase Period, a Participant is granted an unpaid leave of absence (including a military leave), the Participant’s election for payroll deductions shall cease on the first date of the Participant’s unpaid leave. Any cash balance credited to a Participant’s account at the time payroll deductions cease under Section 15 shall be used to purchase Ordinary Shares on the next Purchase Date, except as required under applicable law or in accordance with administrative procedures established by the Committee.
(b) An individual is treated as an Employee for the purposes of the Plan while the individual is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed three months, or if longer, so long as the individual’s right to reemployment with the Employer is provided either by statute or by contract (including, without limitation, leave provided under the Family and Medical Leave Act of 1993 (“FMLA”) or the Uniformed Services Employment and Reemployment Rights Act (“USERRA”)). If the period of leave exceeds three months and the individual’s right to reemployment is not provided either by statute or by contract, the employment relationship for the purposes of the Plan is deemed to terminate on the first day immediately following such three-month period.
 
16.	Termination of Continuous Service; Other Involuntary Withdrawal.	
If a Participant’s Continuous Service terminates for any reason, or if a Participant ceases to be an Eligible Employee, the entire payroll deduction amount to the credit of such Participant shall be refunded to such Employee and the Participant’s ability to continue to purchase Ordinary Shares in the Plan shall cease.
 
17.	Dividends and Interest.	
(a) Cash dividends, if any, on Ordinary Shares acquired through the Plan will be automatically paid to the Participant by the Company, or if applicable, the transfer agent. Dividends paid in property other than cash or Ordinary Shares shall be distributed to Participants as soon as practicable.
(b) Except as required by law, no interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.
 
18.	Application of Funds.	
All funds received by the Company in payment for Ordinary Shares purchased under the Plan and held by the Company at any time may be used for any valid corporate purpose.
 
10

19.	Amendment and Termination.	
The Company, by action of the Board of Directors (or a duly authorized committee) or the Committee may at any time terminate, amend or freeze the Plan. No such termination shall adversely affect Options previously granted and no amendment may make any change in any Option theretofore granted which adversely affects the rights of any Participant. No amendment shall be effective unless approved by the shareholders of the Company if shareholder approval of such amendment is required to comply with Section 423 of the Code or to comply with any other applicable law, regulation or stock exchange rule. No Options shall be granted under the Plan, and the Plan will automatically terminate, on the date prior to the 10 th anniversary of the Effective Date. Upon termination of the Plan, the Company shall return or distribute the payroll deductions credited to a Participant’s account (that have not been used to purchase Ordinary Shares) and shall distribute or credit Ordinary Shares credited to a Participant’s account. Upon the freezing of the Plan, any payroll deductions credited to a Participant’s account (that have not been used to purchase Ordinary Shares) shall be used to purchase Ordinary Shares in accordance with Section 9 hereof, substituting the term Purchase Date with the effective date of the freezing of the Plan.
 
20.	Reports.	
Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants at such times prescribed by the Committee; such statements may set forth the amounts of payroll deductions, the purchase price per Ordinary Share, the number of Ordinary Shares purchased, the aggregate Ordinary Shares in the Participant’s account and the remaining cash balance, if any, or any other information as designated by the Committee.
 
21.	Effective Date; Governmental Approvals or Consents.	
The Plan was originally adopted by the Board in its resolution adopting the Plan on August 31, 2015, subject to shareholder approval of the Plan in accordance with the requirements of the laws of the Jersey, Channel Islands. The Plan was approved by the shareholders of the Company on September 16, 2015, which is the Effective Date. The Plan and any offerings and sales to Eligible Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. The Board of Directors or the Committee may make such changes in the Plan and include such terms in any offering under the Plan as may be necessary or desirable, in the opinion of counsel, so that the Plan will comply with the rules and regulations of any governmental authority and so that Eligible Employees participating in the Plan will be eligible for tax benefits under the Code or the laws of any state.
 
22.	Notices.	
All notices or other communications by a Participant to the Company or the Committee under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company or Committee at the location, or by the person, designated for the receipt thereof and within the time period prescribed by the Company or
 
11

Committee. Each Participant shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and the delivery of other information. Any notices or communications by the Company to a Participant shall be deemed given if directed to such address and mailed by regular United States mail, first-class and prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper address.
 
23.	Regulations and Other Approvals; Governing Law.	
(a) This Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law; provided , that the terms and conditions of this Plan shall be limited to the extent required by the Companies (Jersey) Law 1991, as amended, or other applicable laws of Jersey, Channel Islands, and the Board or the Committee may amend the Plan at any time without a Participant’s consent to comply with the Companies (Jersey) Law 1991, as amended, and other applicable laws of Jersey, Channel Islands.
(b) The obligation of the Company to sell or deliver Ordinary Shares with respect to Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. The Company shall not be obligated to issue any Ordinary Shares to a Participant if, in the opinion of counsel for the Company, the issuance of such Ordinary Shares will constitute a violation by the Participant or the Company of any provisions of any rule or regulation of any governmental authority or any national securities exchange.
(c) To the extent required, the Plan is intended to comply with exemptive conditions under Rule 16b-3 and the Committee shall interpret and administer the provisions of the Plan in a manner consistent therewith. Any provisions inconsistent with Rule 16b-3 shall be inoperative and shall not affect the validity of the Plan.
(d) The Plan is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to be qualified under Section 401(a) of the Code.
 
24.	Withholding of Taxes.	
(a) If the Participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated thereunder, of any Ordinary Share or Ordinary Shares issued to such Participant pursuant to such Participant’s exercise of an Option, and such disposition occurs within the two-year period commencing on the day after the Offering Date or within the one-year period commencing on the day after the Purchase Date, such Participant shall immediately, or as soon as practicable thereafter, notify the Company thereof and, if applicable, thereafter immediately deliver to the Company any amount of federal, state or local income taxes and other amounts which the Company informs the Participant the Company is required to withhold.
 
12

(b) Notwithstanding anything herein to the contrary, the Employer shall have the right to make such provisions as it deems necessary to satisfy any obligations to withhold federal, state, or local income taxes or other taxes incurred by reason of the issuance of Ordinary Shares pursuant to the Plan. Notwithstanding anything herein to the contrary, if applicable, the Employer may require a Participant to remit an amount equal to the required withholding amount and may invalidate any election if the Participant does not remit applicable withholding taxes. Without limiting the generality of the foregoing, solely to the extent permitted by law, any withholding obligation with regard to any Participant may be satisfied by: (i) reducing the number of Ordinary Shares otherwise deliverable to the Participant; (ii) subject to the Committee’s prior consent, any method approved by the Committee; or (iii) by the Participant paying cash directly to the Company.
 
25.	Restrictions.	
All certificates for Ordinary Shares delivered under the Plan shall be subject to such share transfer orders and other restrictions as the Committee may deem advisable to assist in the compliance with any applicable tax withholding laws or under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Ordinary Shares are then listed or any national securities association system upon whose system the Ordinary Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
 
26.	No Employment Rights.	
The establishment and operation of this Plan shall not confer any legal rights upon any Participant or other person for a continuation of employment, nor shall it interfere with the rights of an Employer to discharge any employee and to treat him or her without regard to the effect which that treatment might have upon him or her as a Participant or potential Participant under the Plan.
 
27.	Severability of Provisions.	
If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
 
28.	Construction.	
The use of a masculine pronoun shall include the feminine, and the singular form shall include the plural form, unless the context clearly indicates otherwise. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
 
13

29.	Electronic Elections, Purchases, and Transactions.	
Any election, purchase or other transaction hereunder that is required to be made in writing may, to the extent determined by the Committee, be made, delivered and accepted electronically.
 
14

Exhibit A
Designated Subsidiaries
 
15

Exhibit 10.16
September 16, 2015
William F. Doyle
c/o WFD Ventures
1500 Broadway
29 th Floor
New York, NY 10036
 
 	Re:	Amendment No. 1 to Consulting Services Agreement dated June 24, 2014	
Dear Mr. Doyle:
This letter (“Amendment”) is to confirm our understanding concerning an amendment to be made with respect to the Consulting Services Agreement dated as of the 24 th day of June 2014 (the “Agreement”), between NovoCure Limited (“Company”) and William F. Doyle (“Consultant”). All terms not otherwise defined herein are used as defined in the Agreement.
The purpose of this Amendment is to extend the term of the Agreement.
The Agreement is hereby amended as follows:
 
 	1.	The parties hereby agree to extend the term of the Agreement for one (1) year commencing as of January 1, 2015 and continuing through December 31, 2015.	
 
 	2.	Except as amended hereby, the Agreement remains in full force and effect.	
If the foregoing accurately reflects your understanding as to these matters, please indicate your agreement in the space provided below, and return one fully-executed original to me.

Very truly yours,	
	
/s/ Asaf Danziger	
	
Asaf Danziger	
CEO	
Acknowledged and agreed to by:

By:	 	/s/ William F. Doyle	
	 	William F. Doyle	
	 	 
Date: September 16, 2015	
 
1

Exhibit 10.17
NOVOCURE LIMITED
Form of
Non-Qualified Stock Option Agreement
Pursuant to the
NovoCure Limited
2015 Omnibus Incentive Plan
AGREEMENT (this “ Agreement ”), dated as of                     between NovoCure Limited, a Jersey Isle company (the “ Company ” and, collectively with its controlled Affiliates, the “ Employer ”), and             (the “ Participant ”).
Preliminary Statement
The Committee hereby grants this non-qualified stock option (the “ Stock Option ”) on                     (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                 Ordinary Shares at a price per share of $            (the “ Exercise Price ”).
3. Vesting .
(a) Vesting Schedule. The Stock Option shall vest and become exercisable on the dates and in the cumulative percentages provided 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 Date	  	Cumulative Percent
Vested	 	
First Anniversary of the Grant Date	  	 	25	% 	
Second Anniversary of the Grant Date	  	 	50	% 	
Third Anniversary of the Grant Date	  	 	75	% 	
Fourth Anniversary of the Grant Date	  	 	100	% 	

(b) Unvested Stock Options. Any portion of the Stock Option that is not vested as of 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
 
2

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 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.
 
3

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 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.
 
4

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 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]
 
5

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

NOVOCURE LIMITED	
		
By:	 	 	
Name:	 		
Title:	 		

PARTICIPANT	
		
By:	 	 	
Name:	 		
Employee Address:	
 
6

Exhibit 10.18
NOVOCURE LIMITED
Form of
Incentive Stock Option Agreement
Pursuant to the
NovoCure Limited
2015 Omnibus Incentive Plan
AGREEMENT (this “ Agreement ”), dated as of             between NovoCure Limited, a Jersey Isle company (the “ Company ” and, collectively with its controlled Affiliates, the “ Employer ”), and             (the “ Participant ”).
Preliminary Statement
The Committee hereby grants this incentive stock option (the “ Stock Option ”) on             (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 . The Stock Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Notwithstanding the foregoing, the Stock Option will not qualify as an “incentive stock option,” among other events, (i) if the Participant disposes of the Ordinary Shares acquired pursuant to the Stock Option at any time during the two year period following the date of this Agreement or the one year period following the date on which the Stock Option is exercised; (ii) except in the event of the Participant’s death or disability (as defined in Section 22(e)(3) of the Code), if the Participant is not employed by the Employer at all times during the period beginning on the date of this Agreement and ending on the day three months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is granted) of the Ordinary Shares subject to “incentive stock options” which become exercisable for the first time in any calendar year exceeds $100,000. To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option and shall constitute a separate non-qualified stock option
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             Ordinary Shares at a price per share of $            (the “ Exercise Price ”).

3. Vesting .
(a) Vesting Schedule. The Stock Option shall vest and become exercisable on the dates and in the cumulative percentages provided 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 Date	  	Cumulative Percent
Vested	 	
First Anniversary of the Grant Date	  	 	25	% 	
Second Anniversary of the Grant Date	  	 	50	% 	
Third Anniversary of the Grant Date	  	 	75	% 	
Fourth Anniversary of the Grant Date	  	 	100	% 	
(b) Unvested Stock Options. Any portion of the Stock Option that is not vested as of 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.
 
2

(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 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.
 
3

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 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
 
4

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 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
 
5

“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]
 
6

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

NOVOCURE LIMITED	
		
By:	 	 	
Name:	 		
Title:	 		

PARTICIPANT	
		
By:	 	 	
Name:	 		
Employee Address:	
 
7

Exhibit 21.1
NovoCure Limited
Subsidiaries

Name	  	Jurisdiction of Incorporation	
NovoCure (Israel) Ltd.	  	Israel	
Novocure Luxembourg S.a.r.l.	  	Luxembourg	
NovocureGmbH	  	Switzerland	
NovoCure GmbH	  	Germany	
Novocure Inc.	  	Delaware	
Novocure USA LLC	  	Delaware	
Novocure K.K.	  	Japan	

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 24, 2015 (except for Notes 9, 13, 15, 18, as to which the date is September 21, 2015) in the Registration Statement (Form S-1, No. 333-206681) and the related Prospectus of NovoCure Limited dated September 21, 2015.

September 21, 2015	 		 	/s/ Kost Forer Gabbay & Kasierer
 
Kost Forer Gabbay & Kasierer	
Tel-Aviv, Israel	 		 	A Member of Ernst & Young Global