ANNUAL REPORT 2012 - TiGenix

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7.5. Board of Directors and Board committees Composition of the Board of Directors On the date of publication of this registriation document, the Board of Directors consists of the following nine (9) members. Name Age (as per December 31, 2012) Innosté SA, represented 63 Chairman / by Jean Stéphenne (5) Independent director Gil Beyen BVBA (2) , represented by Gil Beyen 51 Managing Director (executive) / CBO Eduardo Bravo Fernández de Araoz (3) 47 Managing Director (executive) / CEO Willy Duron (4) 67 Independent director Greig Biotechnology Global Consulting, Inc., represented by Russell Greig (5) 60 Independent director Eduard Enrico 67 Independent Holdener (3) director Ysios Capital Partners SGECR SA (6) , represented by Joël Jean-Mairet R&S Consulting BVBA (3) , represented by Dirk Reyn LRM Beheer NV (3) , represented by Nico Vandervelpen 41 Director (non-executive) 51 Independent director 38 Director (non-executive) Position Term (1) Professional Address 2016 Avenue Alexandre 8, 1330 Rixensart, Belgium 2015 Boetsenberg 20, 3053 Haasrode, Belgium 2015 Romeinse straat 12, 3001 Leuven, Belgium 2015 Oude Pastoriestraat 2, 3050 Oud-Heverlee, Belgium 2016 1241 Karen Lane, Wayne, PA 19087, USA 2015 Buchenrain 6, 4106 Therwil, Switzerland 2015 Calle Baldiri Reixac 10- 12, Parc Cientific de Barcelona, Barcelona, Spain 2015 Populierstraat 4, 1000 Brussel, Belgium 2015 Kempische Steenweg 555, 3500 Hasselt, Belgium (1) The term of the mandates of the directors will expire immediately after the annual shareholders’ meeting held in the year set forth next to the director’s name. (2) First appointed by the shareholders’ meeting on February 26, 2007. Appointment renewed on April 20, 2011 and on April 26, 2011 with effect as of May 3, 2011. (3) First appointed on April 26, 2011 with effect as of May 3, 2011. (4) First appointed by the shareholders’ meeting on February 26, 2007. Appointment renewed on April 20, 2011 and on April 26, 2011 with effect as of May 3, 2011. Willy Duron resigned as Chairman of the Board of Directors on September 19, 2012 and was replaced as Chairman by Innosté SA, represented by Jean Stéphenne. (5) First appointed on a provisional basis by the meeting of the Board of Directors on September 19, 2012, in order to replace Ms. Mounia Chaoui-Roulleau (who had been appointed director herself on January 18, 2012 in replacement of Ventech S.A.) and Mr. Koenraad Debackere, both having resigned effective as of September 19, 2012. The shareholders’ meeting of February 26, 2013 has confirmed their appointment. (6) On April 26, 2011 with effect as of May 3, 2011, Mr. Joël Jean-Mairet was first appointed as a director. It was, however, the intention of Mr. Jean-Mairet to be appointed as permanent representative of Ysios Capital Partners SGECR SA. He therefore resigned as a director on May 4, 2011 and the board of directors decided on May 4, 2011 to appoint Ysios Capital Partners SGECR SA, represented by Mr. Jean-Mairet, as a director in order to replace Mr. Jean-Mairet until the shareholders’ meeting of the Company of April 20, 2012 which confirmed its appointment. 180 TiGenix I annual report 2012
Functioning of the Board of Directors in 2012 In 2012, the Board of Directors met 13 times. Individual presence of the members of the Board of Directors in 2012 Name Number of meetings attended Gil Beyen BVBA, represented by Gil Beyen 10 Eduardo Bravo 11 Mounia Chaoui-Roulleau 6 Ventech S.A., represented by Mounia Chaoui-Roulleau 1 Koenraad Debackere 2 Willy Duron 11 Greig Biotechnology Global Consulting, Inc., represented by Russell Greig 2 Eduard Enrico Holdener 9 Ysios Capital Partners SGECR SA, represented by Joël Jean-Mairet 9 R&S Consulting BVBA, represented by Dirk Reyn 9 Innosté SA, represented by Jean Stéphenne 2 LRM Beheer NV, represented by Nico Vandervelpen 10 Audit Committee The following directors are member of the audit committee : Name Willy Duron Innosté SA, represented by Jean Stéphenne (1) LRM Beheer NV, represented by Nico Vandervelpen Position Chairman of the audit committee; Independent Director Member of the audit committee; Chairman of the Board of Directors; Independent Director Member of the audit committee; Director (non-executive) (1) Innosté SA, represented by Jean Stéphenne, has been a member of the audit committee since September 19, 2012, replacing Eduard Enrico Holdener. The audit committee met twice in 2012. All members of the audit committee were present at both meetings. As proof of the independence and expertise of the audit committee in the area of audit and accountancy, and as required by Article 96, §1, 9° of the Companies Code, we refer to the biographies of the members of the audit committee as set out below : Willy Duron : Independent Director Mr. Willy Duron has been an independent board member of TiGenix since February 2007. He was the Company’s Chairman from September 2007 to September 2012. He started his career at ABB Verzekeringen in 1970, becoming a member of the executive committee in 1984. Mr. Duron holds a MSc degree in mathematics from the University of Gent and a MSc degree in actuarial sciences from the Katholieke Universiteit Leuven. He currently is a member of the board of directors of Ravago NV, Vanbreda Risk & Benefits NV, Universitaire Ziekenhuizen Leuven, Universitair Centrum St Jozef Kortenberg, Agfa-Gevaert NV and 181
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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
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usiness at customary market conditi
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9. Major Shareholders 9.1. OVERVIEW
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10. Financial Statements : General
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11. Consolidated Financial Statemen
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11.3. CONSOLIDATED STATEMENT OF CAS
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The consolidated financial statemen
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11.5.2.2. Basis of consolidation Th
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are provided and costs are incurred
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of interest on the remaining balanc
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Deferred tax assets and liabilities
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- Partnering of Cx601 (i.e. finding
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The Group is mainly exposed to the
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fiscal year 2010, reference is made
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Sales and marketing expenses Years
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