Granted patentsThe granted patents broadly cover the Company’s leadcartilage repair product ChondroCelect and its stemcell technology platform. The granted European patent(EP1 218 037 B1, which patent can remain in force for up to20 years from its filing date, i.e. until October 6, 2019) and thetwo granted US patents (US 7,482,114 B1 & US 7,479,367 B1),entitled “In vivo assay for testing the phenotypic stability”,protects the tools and methods used to determine novelfunctional and molecular parameters that define maturecartilage-forming chondrocytes, as well as the use of theseparameters as quality control markers in the preparation of cellsused for autologous chondrocyte transplantation. The claimedmethods and markers form the basis of the potency assay, theproduct optimisation and the quality control procedures usedin the production of ChondroCelect. The equivalent filing inCanada (CA 2,397,610) is pending.The granted European patent (EP1 282 690 B1, which patent canremain in force for up to 20 years from its priority date, i.e. untilOctober 6, 2019), entitled “Isolation of precursor cells and theiruse for tissue repair”, protects <strong>TiGenix</strong>’ stem cell technologyplatform. The patent broadly covers methods for the isolationof adult mesenchymal precursor cells that are able to formskeletal or connective tissue such as cartilage, bone, ligament,tendon, meniscus, joint capsule, intervertebral discs or teeth.Further claims relate to cultures of these isolated precursor cellsand the use thereof for pharmaceutical purposes or for theproduction of specific growth factors. The equivalent filings inCanada (CA 2,386,506) and the US (US 12/176,256) are pending.The granted US patents US 7,485,310 B1 andUS12/345369 (notice of allowance) entitled “Use ofCXCL6 chemokine in the prevention or repair of cartilagedefects” protects the use of CXCL6 for the promotion ofcartilage and bone formation in vitro and in vivo and especiallyfor the repair of cartilage or osteochondral defects or for theformation of bone or cartilage in cosmetic surgery. Equivalentpatents are granted in Singapore and Russia. The Europeanequivalent, as well as applications in Canada, Australia, Japan,Norway, Israel, New Zealand and Hong-Kong are still pending.The granted US patent (US 7,780,994) entitled “Compositebiomaterials comprising calcium phosphate materials, collagenand glycosaminoglycans” relates to a precursor and compositematerial comprising a triple co-precipitate of collagen, one ormore glycosaminoglycans (GAG) and calcium phosphate, anda process for co-precipitating the components that forms thecore protection of ChondroMimetic. Additional equivalentswere granted in the UK, China and Singapore. The applicationis still pending in Australia, Canada, Europe, India, Japan, SouthKorea and Norway.Pending patent applicationsThe pending application (US 12/323,185) entitled “In vivo assayand molecular markers for testing the phenotypic stability ofcell populations for autologous transplantation” represents anexpansion of the claims granted in EP1 218 037 B1, coveringa large number of additional genes associated with thephenotype of stable hyaline cartilage, their use as qualitycontrol markers and cell populations characterised by thesemarkers.The patent application (EP1,498,146) entitled “In vivo assayand molecular markers for testing the phenotypic stabilityof cell populations, and selected cell populations forautologous transplantation” is filed as a divisional Europeanpatent application and includes claims to cell populations ofchondrocytes with a defined marker profile, pharmaceuticalcompositions and implants comprising these cell populations.<strong>TiGenix</strong> in-house target discovery programme has resultedin the identification of a number of novel molecules thatinfluence the proper development of chondrocyte precursorsinto high quality cartilage. These novel molecules can havean application as marker but also have revealed a number ofpotential therapeutic targets related to improper developmentand repair of cartilage with potential applications in the field ofOA.In the international application entitled “Marker genes for usein the identification of chondrocyte phenotypic stability andin the screening of factors influencing cartilage production”(WO2008061804), the use of specific genetic marker sets fordetermining the phenotypic stability of cultured chondrocytepopulations and in screening systems for identifyingcompounds of use in the treatment of cartilage defects andcartilage related diseases are claimed.The international application entitled “Methods to maintain,improve and restore the cartilage phenotype of chondrocytes”(WO2007107330) claims a novel regulatory cell populationthat can be used to maintain, restore or improve the cartilagephenotype of chondrocytes and chondrocyte precursorcells. The invention also relates to methods for isolating theregulatory cell populations from cartilage.127 •
The international application WO06/04365 entitled “Gradientscaffolding and methods of producing the same” relates togradient biomaterials comprising a polymer (e.g. collagen,GAG) where the gradient can be a gradient of pore sizes,distribution of pores, concentration of components, cross-linkdensity, or combinations thereof. The invention also relates to aprocess for making the gradient biomaterials and the use of thebiomaterials in tissue engineering. Separate regional/nationalapplications are currently pending in Australia, Canada, China,Europe, Hong Kong, and Japan.The international application WO06/095154 entitled”Biomaterials” relates to a process for preparing a compositebiomaterial. Further process claims are directed towardproducing layered material. Claims are also directed to thenature of the join between the one or more layers of thematerial. Separate regional/national applications are pending inAustralia, Brazil, Canada, China, Columbia, Europe, the UK, HongKong, Israel, India, Japan, South Korea, Mexico, Norway, NewZealand, Singapore, and the US.The application WO08/017858 relates to alternative waysof preparing the layered biomaterial of family 3, namely viasolid-liquid co-synthesis and solid-phase co-synthesis. Theinternational application was split into separate regional/national applications in February 2009, and applications arecurrently pending in Australia, Canada, China, Europe, the UK,Hong Kong, Israel, India, Japan, South Korea, Norway, NewZealand, Singapore, and the US.The application entitled “Hydraulic implant delivery method”(WO09/056802) relates to a device and method for delivery ofthe ChondroMimetic biomaterial. An international applicationhas been filed and both the UK and PCT cases have beenpublished.The application entitled “Fabrication process” (GB1003656.4)relates to a new fabrication process for joining porous and nonporousbiomaterials to create new biomaterial formats havingboth porosity and mechanical strength.The application entitled “Biopsy device” (WO10/092100) relatesto a device and method for delivery of the ChondroMimeticbiomaterial. An international application has been filed andboth the UK and PCT cases have been published.Freedom to operateParallel to the development of <strong>TiGenix</strong>’ own intellectualproperty, patent literature related to cartilage repair in generaland, more specifically, patents of competing companies, areregularly updated and evaluated, in order to avoid infringementand to explore the space of patentable subject matter.To date, no patent infringement claims have been made against<strong>TiGenix</strong> nor by <strong>TiGenix</strong> against third parties. <strong>TiGenix</strong> will assesson a case by case basis whether or not to take action againstany third party products or processes, whether or not protectedby patents, that could be considered infringing and, whereappropriate, to enforce intellectual property rights of <strong>TiGenix</strong>.Trade secrets<strong>TiGenix</strong>’ inventions are based on the Company’s expertisein developmental skeletal biology, leading to cell isolationand cultivation procedures for which in some cases onlycommon tools and techniques are used. The experience of<strong>TiGenix</strong>’ researchers has taught that isolation protocols, growthconditions, cell density and passaging protocols are extremelyimportant in the production process of quality controlledproducts such as ChondroCelect. For some of these procedurespatenting (and thus publication) is neither appropriate nordesirable. However, this is part of <strong>TiGenix</strong>’ proprietary knowhow,and is treated as such within <strong>TiGenix</strong>. For this purpose,procedures have been installed to maintain the confidentialityand ownership of such proprietary information. Theseprocedures include that all internal and key external researchersand associates sign confidentiality agreements. In addition, theknow-how is fragmented between different people accordingto standard industry practice in order to optimally protect thesetrade secrets.TrademarksThe Company has secured protection on the “<strong>TiGenix</strong>”,“ChondroCelect”, “CCI” and “MeniscoCelect” names by havingthese registered as trademarks in the most relevant Europeancountries and in the U.S.Acquisition of CellerixAs a result of the Contribution, the Company acquired(indirectly) all intellectual property of Cellerix. Further detailson the intellectual property of Cellerix are provided insection 6.14.7.128 • <strong>TiGenix</strong> • Rights Offering
- Page 2 and 3:
TiGenix NV(Public limited liability
- Page 4 and 5:
Table of ContentsSummary ..........
- Page 7 and 8:
3.7.1 Categories of potential inves
- Page 9 and 10:
5.7.1 Shares and warrants held by i
- Page 11 and 12:
7.5.2 Taxation.....................
- Page 13 and 14:
SummaryThe words written in capital
- Page 15 and 16:
Activities and strategy of the Comp
- Page 17 and 18:
• Two allogeneic adult stem cell
- Page 19 and 20:
• TiGenix’ success depends on i
- Page 22 and 23:
Unaudited pro forma income statemen
- Page 24 and 25:
Recent developmentsAcquisition of C
- Page 26 and 27:
In this context, we would like to s
- Page 28 and 29:
Announcement of the results of theO
- Page 30 and 31:
After the Contribution andafter the
- Page 32 and 33:
ContributionContribution AgreementC
- Page 34 and 35:
Risk factorsAny investment in the P
- Page 36 and 37:
commercialisation of ChondroCelect,
- Page 38 and 39:
in delays in bringing products to t
- Page 40 and 41:
The Company cannot predict what eff
- Page 42 and 43:
y each of its patents and patent ap
- Page 44:
to exercise preferential subscripti
- Page 47 and 48:
this prospectus which is capable of
- Page 49 and 50:
• investment professionals fallin
- Page 51 and 52:
1. General information and informat
- Page 53 and 54:
1.4.2 Company documents and otherin
- Page 55 and 56:
• the granting of discharge of li
- Page 57 and 58:
• in case of registered Shares, t
- Page 59 and 60:
cast at the meeting. If the amount
- Page 61 and 62:
No one may cast a greater number of
- Page 63 and 64:
If a Belgian resident individual ne
- Page 65 and 66:
Belgium has concluded tax treaties
- Page 67 and 68:
3. Information on the Contributiona
- Page 69 and 70:
In this context, we would like to s
- Page 71 and 72:
TiGenix has a limited financial deb
- Page 73 and 74:
Thousands of Euro (€) TiGenix Cel
- Page 75 and 76:
3.5.2 Issuance Price and RatioThe i
- Page 77 and 78:
(c)Rules for subscriptionSubject to
- Page 79 and 80:
The Scrips Private Placement will o
- Page 81 and 82:
to comply with any of its obligatio
- Page 83 and 84:
3.11.2 Scenario 1: Existing Shareho
- Page 85 and 86:
• a pledge of Locked Shares to a
- Page 87 and 88: 4. General information about THECOM
- Page 89 and 90: DateINCORPORATIONFebruary 21,2000Tr
- Page 91 and 92: Upon completion of the IPO of TiGen
- Page 93 and 94: Issue dateMay 14,2004April 20,2005T
- Page 95 and 96: 4.7.2 Voting rightsAs further descr
- Page 97 and 98: can be obtained free of charge at t
- Page 99 and 100: 5.2.4 Composition of the Board of D
- Page 101 and 102: Amonis. Mr. Duron has been CEO of K
- Page 103 and 104: 5.3.4 Nomination and remunerationco
- Page 105 and 106: • investor relations: nurturing c
- Page 107 and 108: The remuneration of the members of
- Page 109 and 110: 5.7.2 Shares and warrants held by e
- Page 111 and 112: Cellerix EBIP 2010An EBIP for senio
- Page 113 and 114: The minutes must also contain a jus
- Page 115 and 116: 6. Activities of Tigenix andits sub
- Page 117 and 118: • Clinical stage pipeline. TiGeni
- Page 119 and 120: 6.3.3 Acquisition of CellerixAs a r
- Page 121 and 122: Full thickness articular cartilage
- Page 123 and 124: Fig. 6.2: Autologous Chondrocyte Im
- Page 125 and 126: Preclinical work in a meniscus repa
- Page 127 and 128: The Company is also ensuring high q
- Page 129 and 130: Recognising the importance of pre-l
- Page 131 and 132: In Spain, since the passage of Orde
- Page 133 and 134: Fig. 6.6: ChondroMimetic procedure
- Page 135 and 136: 6.5.3 Commercial strategyBuilding o
- Page 137: 6.7 Manufacturing & logisticsEffici
- Page 141 and 142: ChondroMimetic competitionThe main
- Page 143 and 144: in Cellerix’ GMP facility in Madr
- Page 145 and 146: 6.14.3 History and development of C
- Page 147 and 148: The table below gives an overview o
- Page 149 and 150: Prevalence No. of cases (2010) Esti
- Page 151 and 152: Fig. 6.9: Platform development stra
- Page 153 and 154: In developing Cx601, Cellerix has b
- Page 155 and 156: 6.14.6 Manufacturing & logisticsCel
- Page 157 and 158: population, methods for the isolati
- Page 159 and 160: • Cimzia (certolizumab) - UCB: Al
- Page 161 and 162: Spanish Ministry of Education and S
- Page 163 and 164: 7.2 Consolidated income statementTw
- Page 165 and 166: 7.3.1.2 Research and development ex
- Page 167 and 168: 7.3.2.3 Selling, general and admini
- Page 169 and 170: 7.4.1 Cash flows from operating act
- Page 171 and 172: Cash & cash equivalents and intangi
- Page 173 and 174: As of December 31, 2010, the Group
- Page 175 and 176: 8. Consolidated Financial informati
- Page 177 and 178: 8.1.3 Consolidated cash flow statem
- Page 179 and 180: 8.1.5 Notes to consolidated financi
- Page 181 and 182: operating results and operating pla
- Page 183 and 184: The Group does not account for work
- Page 186 and 187: 8.1.5.4 Operating result (EBIT)Resu
- Page 188 and 189:
8.1.5.7 TaxesThere is no current ta
- Page 190 and 191:
8.1.5.10 Tangible assetsThousands o
- Page 192 and 193:
8.1.5.14 Deferred charges & accrued
- Page 194 and 195:
8.1.5.18 Finance lease obligations
- Page 196 and 197:
Business combination Cellerix SADes
- Page 198 and 199:
Weighted averageexercise priceTOTAL
- Page 200 and 201:
the respective issue date of the wa
- Page 202 and 203:
Transactions with non-executive dir
- Page 204 and 205:
8.1.5.28 Subsequent eventsAcquisiti
- Page 206 and 207:
8.1.5.31 Disclosure under Article 1
- Page 208 and 209:
Additional statementsThe preparatio
- Page 210 and 211:
9.1.2 Stand-alone balance sheetYear
- Page 212 and 213:
9.1.4 Stand-alone statement of chan
- Page 214 and 215:
) Standards and interpretations iss
- Page 216 and 217:
The clinical development of new dru
- Page 218 and 219:
future against which they may be ap
- Page 220 and 221:
Cellerix’ research and developmen
- Page 222 and 223:
YearThousandsof Euro2010 2009 2008E
- Page 224 and 225:
Thousands of Euro (€)Laboratoryeq
- Page 226 and 227:
Current financial assetsShown below
- Page 228 and 229:
At December 31, Cellerix’ share c
- Page 230 and 231:
9.1.5.17 Deferred revenueThe balanc
- Page 232 and 233:
9.1.5.21 Share-based paymentsThe EB
- Page 234 and 235:
GrantsCellerix received several gra
- Page 236 and 237:
10. Report regarding unaudited prof
- Page 238 and 239:
EMAFDAFibrous tissueGCPGMPGrowth fa
- Page 240 and 241:
Appendix 1: Press releases 2006-201
- Page 242 and 243:
Appendix 2: REGULATORY APPROVALPROC
- Page 244 and 245:
like ChondroCelect or the future ce
- Page 246 and 247:
TitleCountry/regionPatent/applicati
- Page 248 and 249:
TitleCountry/regionPatent/applicati
- Page 250 and 251:
Title“Cell populations having imu
- Page 252 and 253:
D. Trademarks of CellerixThe table
- Page 254 and 255:
Decision resources.Dell’Accio, F.
- Page 256 and 257:
Noyes, F. R., Barber-Westin, S. D.,
- Page 258 and 259:
Appendix 5: 2008, 2009 and2010 mana
- Page 260 and 261:
Contents1. The year in brief ......
- Page 262 and 263:
2. Financial informationa. The Inco
- Page 264 and 265:
The Directors shall call a Sharehol
- Page 266 and 267:
• Exercise price changed to 5.291
- Page 268 and 269:
10 • TiGenix • Rights Offering
- Page 270 and 271:
Contents1. The year in brief ......
- Page 272 and 273:
3. Financial informationa. The Inco
- Page 274 and 275:
Exceptionally, for the following re
- Page 276 and 277:
(d)(e)Duration: The Options Plan wi
- Page 278 and 279:
Contents1. The year in brief ......
- Page 280 and 281:
3. Financial informationa. The Inco
- Page 282 and 283:
eceipt sent to the number or addres
- Page 284 and 285:
THE COMPANYTiGenix NVRomeinse straa