ANNUAL REPORT 2012 - TiGenix

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Within the contentious-administrative appeal, the Administration claims that (i) the Contested Subsidies, together with other subsidies granted to TiGenix SAU during the same time period (i.e. 2006 and 2007), exceeded the maximum limit permitted by law, requesting, therefore, the reimbursement of the excess amount granted, and that (ii) some of the expenses attributed to the project financed by the Contested Subsidies had already been financed from other subsidies. Against these arguments maintained by the Administration, TiGenix SAU holds, among other arguments, that the Administration cannot accumulate all subsidies granted to TiGenix SAU (i.e. the Contested Subsidies and other subsidies granted) for purposes of applying the maximum legal limit applicable (i.e. in the particular case of TiGenix SAU, 60 % of the eligible cost of the project), as the various subsidies were granted for financing different projects with different purposes and scopes. The total claim of the Administration, for the full consortium, for both Contested Subsidies, including late payment interest, amounts to EUR 896,989.83. Such amount is claimed entirely from TiGenix SAU, as the representative of the consortium. However, TiGenix’s part thereof would only amount to EUR 309,353.46, with the remainder of the claim, in case the appeal does not succeed, to be repaid to TiGenix SAU by the other members of the consortium. As an intermediary measure, TiGenix SAU obtained an injunctive decision that, until a final decision is taken in the matter, the amounts claimed by the Administration do not yet have to be repaid. Instead, TiGenix SAU granted a guarantee for the benefit of the Administration for the amount claimed. Practically all of the procedural phases of the appeal have been completed (filing of the claim, filing of the answer by the State Attorney, evidentiary phase, and closing submissions by both parties). Since November 28, 2012, the case is waiting for the court clerk to set a date for final vote and judgment. (29) Subsequent events No material events took place, and no significant change occurred in the financial or trading position of the Group, after December 2012. 152 TiGenix I annual report 2012
(30) Consolidation scope Name Subsidiaries "TiGenix NV Romeinse straat 12 – Box 2 3001 Haasrode" "TiGenix Inc 1209 Orange Street Wilmington Delaware" "TiGenix BV Urmonderbaan 22 6167 RD Geleen" "TiGenix Ltd Cambridge Business Park Milton Road Cambridge CB4 0WZ" "TiGenix SAU Calle Marconi 1, Parque Tecnológico de Madrid Tres Cantos 28760 Madrid" Principal activity Biomedical company Biomedical company Biomedical company Biomedical company Biopharmaceutical company Place of incorporation Ownership interest 2012 2011 2010 Belgium 100 % 100 % 100 % USA 100 % 100 % 100 % Netherlands 100 % 100 % 100 % United Kingdom 100 % 100 % 100 % Spain 100 % 100 % 0 % 153
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Therapeutics (product Hyalograft C)
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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
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Invalidation of US patent US6777231
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7. Corporate Governance 7.1. GENERA
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7.2.3. Independent directors As to
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7.2.4. Composition of the Board of
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of Ravago NV, Vanbreda Risk & Benef
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Litigation statement concerning the
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As proof of the independence and an
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for their healthcare and biotechnol
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7.5. SCIENTIFIC ADVISORY BOARD AND
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As of the date of publication of th
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(rounded down to the nearest intege
Page 101 and 102: usiness at customary market conditi
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
Page 107 and 108: 11. Consolidated Financial Statemen
Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
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Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
Page 119 and 120: Deferred tax assets and liabilities
Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
Page 127 and 128: Sales and marketing expenses Years
Page 129 and 130: The number of employees in the R&D
Page 131 and 132: Analysis of profit/(loss) for the p
Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
Page 137 and 138: The decrease of stock in 2012 compa
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Page 141 and 142: alance. As a consequence, the Compa
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Page 145 and 146: TiGenix SAU - Stock options Prior t
Page 147 and 148: (25) Business combination Descripti
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Page 155 and 156: We believe that the audit evidence
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Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
Page 165 and 166: 13. Annual Report of the Board of D
Page 167 and 168: 2013. The facility will provide the
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Page 171 and 172: Operating result (EBIT) and net res
Page 173 and 174: Statement of financial position The
Page 175 and 176: - The total personnel costs of EUR
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Page 179 and 180: continue as a going concern and to
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Page 185 and 186: Apart from the above remuneration f
Page 187 and 188: Shares and warrants held by indepen
Page 189 and 190: - Long-term incentive plan : warran
Page 191 and 192: Shares and warrants held by executi
Page 193 and 194: - identifying and implementing busi
Page 195 and 196: actual bonus equal to 78 % of her p
Page 197 and 198: was reduced to a half-time role com
Page 199 and 200: 14. Business and Financial Update a
Page 201 and 202: Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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