ANNUAL REPORT 2012 - TiGenix

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- Partnering of Cx601 (i.e. finding a partner for the co-development and/or commercialization of Cx601 in different regions); and - Monetizing of some assets, such as the Dutch manufacturing facility (which was constructed by the Company in a building leased under a long-term lease contract running until July 2029). continue the Company’s operations for the next twelve months. In accordance with Article 96, 6° of the Belgian Companies Code, taking into account two consecutive financial years of losses, the Board of Directors has decided, after consideration, to apply the valuation rules assuming “going concern”, for the reasons set out above. According to the budget, the effective and timely realization of the above assumptions of the action plan will generate sufficient additional cash to continue the Company’s operations during the next twelve months. However, at this moment it is uncertain whether the above assumptions will be realized timely. There is a risk that the action plan will not generate sufficient additional cash, as a result of the non-realization or only partly realization of one or more assumptions. There is also a risk that, even if most of the assumptions would be realized, this realization will happen too late, so that the necessary additional cash is not generated timely to continue the Company’s operations for the next twelve months. However, if the execution of the above action plan would not or not timely generate sufficient additional cash, the Board of Directors intends to explore the option of obtaining additional dilutive funding (i.e. a capital increase) or nondilutive funding. Notwithstanding the described uncertainties, the Board of Directors is confident that the action plan described above, in combination with, if needed, additional dilutive funding (i.e. a capital increase), will timely generate sufficient additional cash to Since the Company is currently able to satisfy all financial liabilities and is able to fulfil all payments, the Board of Directors is of the opinion that the continuity of the Company is not threatened. 9. Conflicts of interest In 2012, during 3 Board meetings, decisions were taken that required the application of the conflict of interests procedure pursuant to Article 523 of the Belgian Companies Code. The relevant parts of the minutes are copied below. Meeting of the Board of Directors of January 23, 2012 “Introduction The chairman opened the meeting and explained that the board meeting was held at the request of Gil Beyen BVBA, represented by Gil Beyen. The latter has proposed to scale down its role in the Company to a half-time role, thereby permitting it to take up other commitments vis-à-vis other companies as well. Going forward, the main focus of Gil Beyen BVBA, represented by Gil Beyen, would be on : 192 TiGenix I annual report 2012
- identifying and implementing business development and partnering opportunities; - supporting the Company’s activities in investor, press and government relations; and - supporting the post-merger transition and integration. Preliminary statement Prior to discussing the sole item on the agenda, the board of directors acknowledged that, in accordance with Article 523 of the Companies Code, Gil Beyen BVBA, represented by Gil Beyen, declared to have an interest of a patrimonial nature which is conflicting with the decisions that fall within the scope of the powers of the board of directors, in particular with respect to the management and termination fees payable to Gil Beyen BVBA, represented by Gil Beyen, pursuant to an amended consultancy agreement between the Company and Gil Beyen BVBA, represented by Gil Beyen. In accordance with Article 523 of the Companies Code, the auditor of the Company, BDO Bedrijfsrevisoren BV CVBA, represented by Gert Claes, will be informed of the existence of the conflict of interests. Furthermore, the minutes of the resolutions regarding the amended consultancy agreement between the Company and Gil Beyen BVBA, represented by Gil Beyen, will be entirely included in the annual report of the board of directors in relation to the financial year ending 31 December 2012. Following this statement, Gil Beyen BVBA, represented by Gil Beyen, left the conference call in accordance with Article 523, §1, last paragraph of the Companies Code and the remaining directors continued the meeting. Deliberation The board discussed the proposal set out above. It was found that a scaling-down of the role of Gil Beyen BVBA, represented by Gil Beyen, to a half-time role, would not be detrimental to the Company because the Company can continue to rely on its services in the fields listed above. Since Gil Beyen BVBA’s daily fixed fee will remain unchanged, the proposed scaling-down of the role of Gil Beyen BVBA will not have any patrimonial consequences for the Company other than the fact that the number of days of service to be provided by Gil Beyen BVBA (and thus also the total fee) will be reduced. Resolutions The board of directors RESOLVED to : - approve the scaling-down of the commitments of Gil Beyen BVBA, represented by Gil Beyen, vis-à-vis the Company by half the number of days, and to change the consultancy agreement with Gil Beyen BVBA accordingly; - maintain Gil Beyen BVBA’s daily fixed fee as currently applicable; - maintain the termination clause as provided in the current consultancy agreement between the Company and Gil Beyen BVBA (it being understood that the basis for calculating any termination fees will reduce in the same proportion as the number of days per year that Gil Beyen BVBA will deliver services to the Company); 193
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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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The number of employees in the R&D
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Analysis of profit/(loss) for the p
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(8) Disposal group held for sale Th
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(10) Property, plant and equipment
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The decrease of stock in 2012 compa
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dividends will be based upon the Co
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Page 209 and 210: Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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