ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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Transactions with non-executive directorsNon-executive directors that represent shareholders of theCompany receive no compensation for their position asdirectors.The independent directors receive a fee for attending andpreparing the meetings of the Board of Directors and theyreceive reimbursement for expenses directly related to theboard meetings and related committees. In 2010 an amount of€ 55k (€ 47k in 2009 and € 61k in 2008) in total was paid as feesand expense reimbursement to independent members of theboard of directors. One of the non-executive directors, EduardEnrico Holdener, holds EBIP options (see section 5.7.1), whichwere granted by Cellerix prior to the Contribution.As a result, the total remuneration of the Board of Directorsin 2010 was € 55k excluding VAT (€ 47k in 2009). No advancesor credits have been granted to any member of the board ofdirectors. None of the members of the board of directors havereceived any non-monetary remuneration other than warrants.8.1.5.27 Significant agreements, commitmentsand contingenciesCollaborative research agreements and clinical researchagreementsThe Company has entered into several agreements withuniversities, medical centres and external researchers forresearch and development work and for the validation ofthe Company’s technology and products. These agreementstypically have durations of one to three years. The Companymust pay fixed fees to the collaborators and in exchangereceives access and rights to the results of the work.Intellectual property in-licensing agreementsThe Company has entered into several agreements withuniversities and companies for in-licensing intellectual property.These agreements typically require the Company to pay anup-front fee, annual maintenance fees and/or minimum annualroyalty fees, legal fees related to the patents, and certainmilestone and royalty fees if the patents are eventually usedin a commercialised product. In addition, the Company mustprovide the licensor with periodic reports.Legal proceedingsOn the date of this report and since the incorporation of theCompany, TiGenix is and has not been involved in any legalproceeding. As a result, the Company has no provisions for legalproceeding at this time.GrantsSince its incorporation, TiGenix NV has been awarded severalgrants to support its research and development activities in thefield of regenerative medicine.TiGenix BV has been awarded two grants one from the citySittard-Geleen and one from the province Limburg to covera part of the construction costs of the new European cellexpansion facility in the Netherlands.Orthomimetics Ltd received several grants from theDepartment of Trade and Industry and the Technology StrategyBoard, mainly to develop its biomaterials platform.A summary of the main outstanding grants can be found inthe table below:(1) Name (2) Source (3) Description (4)Applicability Start date End date(1) Translational Research in Europe – AppliedTechnologies for Osteoarthritis (Treat OA)(2) Commission of the European communities(3) Research and coordination to develop newtreatments(4) Covers part of personnel/lag costs, collaboratorcosts.(1) Business contribution - the Netherlands(2) Sittard-Geleen(3) Business contribution - the Netherlands(4) Covers part of construction costs Cell expansionfacilityAmountapprovedAmountreceivedMainconditions1/01/08 31/12/12 € 1,156,500 € 626,009 Respect plansand budget26/11/09 26/11/09 € 125,000 € 125,000 GeneralconditionsSittard-Geleen191 •
(1) Name (2) Source (3) Description (4)Applicability Start date End date(1) Construction European human cellexpansion facility(2) Province Limburg(3) Construction European human cell expansionfacility(4) Covers part of construction costs Cellexpansion facility(1) IWT 080365 An investigation into biology ofmeniscus tissue formation, homeostasis andrepair towards the development of novel cellulartherapies for treatment of damaged menisci.(2) Flemish Government (IWT)(3) Meniscus Biology(4) Covers part of personnel/lag costs, collaboratorcosts.(1) Ligamimetic(2) Technology Strategy Board, UK(3) Development of Ligamimetic repair collagenimplants(4) Covers labour, overheads, materials, travel, IP, CEmarking, trials(1) Cell Therapy(2) Technology Strategy Board, UK(3) Development of cell therapy systems forcartilage repair(4) Covers labour, overheads, materials, travel, IP,CE marking, trials(1) Clinical Trial preparation(2) Technology Strategy Board, UK(3) Preparation of materials and centres for large scaleEU wide trial(4) Labour & overheads, Materials, Subcontracts,Travel & Subsistence(1) Freeze Drying scale up(2) Technology Strategy Board, UK(3) Development of scale up freeze dryingmanufacturing process(4) Labour & overheads, Materials, Travel & Subsistence(1) Meniscus Development (i4i)(2) National Institute for Health Research, UK(3) Development of a smart implant for meniscus repairusing Platelet Rich Plasma (PRP) mediated biologicalrepair(4) Labour & overheads, Capital equipment, Materials,Patent & legal, Travel & Subsistence, Subcontracts(1) IWT 090727 Development of Tools forQuality Control of Combination Product Designand Manufacturing for Use in Skeletal TissueEngineering Applications(2) Flemish Government (IWT)(3) Baekeland(4) Covers labour, operating costs, equipment,collaborator costsAmountapprovedAmountreceivedMainconditions15/07/09 31/03/11 € 150,000 € 75,000 GeneralconditionsProvinceLimburg1/10/08 30/09/10 € 1,814,658 € 1,452,000 Generalconditions IWT2008.11/04/08 30/03/11 £ 118,067 £ 98,154 Adhere to plansand budget01/09/08 31/08/11 £ 210,000 £ 124,367 Adhere to plansand budget30/11/09 29/05/10 £ 100,000 £ 100,000 100% of projectcosts withincategoriesfunded30/11/09 06/06/10 £ 35,000 £ 35,000 100% of projectcosts withincategoriesfunded1/08/10 31/07/13 £ 382,021 £ 0 39% of projectcosts withincategoriesfunded1/02/10 31/01/14 € 209,043 € 46,000 Generalconditions IWT2008.1192 • TiGenix • Rights Offering
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TiGenix NV(Public limited liability
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Table of ContentsSummary ..........
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3.7.1 Categories of potential inves
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5.7.1 Shares and warrants held by i
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7.5.2 Taxation.....................
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SummaryThe words written in capital
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Activities and strategy of the Comp
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• Two allogeneic adult stem cell
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• TiGenix’ success depends on i
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Unaudited pro forma income statemen
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Recent developmentsAcquisition of C
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In this context, we would like to s
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Announcement of the results of theO
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After the Contribution andafter the
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ContributionContribution AgreementC
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Risk factorsAny investment in the P
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commercialisation of ChondroCelect,
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in delays in bringing products to t
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The Company cannot predict what eff
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y each of its patents and patent ap
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to exercise preferential subscripti
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this prospectus which is capable of
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• investment professionals fallin
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1. General information and informat
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1.4.2 Company documents and otherin
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• the granting of discharge of li
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• in case of registered Shares, t
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cast at the meeting. If the amount
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No one may cast a greater number of
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If a Belgian resident individual ne
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Belgium has concluded tax treaties
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3. Information on the Contributiona
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In this context, we would like to s
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TiGenix has a limited financial deb
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Thousands of Euro (€) TiGenix Cel
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3.5.2 Issuance Price and RatioThe i
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(c)Rules for subscriptionSubject to
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The Scrips Private Placement will o
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to comply with any of its obligatio
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3.11.2 Scenario 1: Existing Shareho
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• a pledge of Locked Shares to a
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4. General information about THECOM
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DateINCORPORATIONFebruary 21,2000Tr
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Upon completion of the IPO of TiGen
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Issue dateMay 14,2004April 20,2005T
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4.7.2 Voting rightsAs further descr
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can be obtained free of charge at t
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5.2.4 Composition of the Board of D
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Amonis. Mr. Duron has been CEO of K
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5.3.4 Nomination and remunerationco
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• investor relations: nurturing c
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The remuneration of the members of
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5.7.2 Shares and warrants held by e
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Cellerix EBIP 2010An EBIP for senio
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The minutes must also contain a jus
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6. Activities of Tigenix andits sub
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• Clinical stage pipeline. TiGeni
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6.3.3 Acquisition of CellerixAs a r
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Full thickness articular cartilage
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Fig. 6.2: Autologous Chondrocyte Im
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Preclinical work in a meniscus repa
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The Company is also ensuring high q
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Recognising the importance of pre-l
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In Spain, since the passage of Orde
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Fig. 6.6: ChondroMimetic procedure
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6.5.3 Commercial strategyBuilding o
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6.7 Manufacturing & logisticsEffici
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The international application WO06/
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ChondroMimetic competitionThe main
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in Cellerix’ GMP facility in Madr
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6.14.3 History and development of C
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The table below gives an overview o
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Prevalence No. of cases (2010) Esti
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Page 157 and 158: population, methods for the isolati
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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
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Page 173 and 174: As of December 31, 2010, the Group
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Page 177 and 178: 8.1.3 Consolidated cash flow statem
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Page 188 and 189: 8.1.5.7 TaxesThere is no current ta
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Page 192 and 193: 8.1.5.14 Deferred charges & accrued
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Page 196 and 197: Business combination Cellerix SADes
Page 198 and 199: Weighted averageexercise priceTOTAL
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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
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Page 216 and 217: The clinical development of new dru
Page 218 and 219: future against which they may be ap
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Page 224 and 225: Thousands of Euro (€)Laboratoryeq
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Page 228 and 229: At December 31, Cellerix’ share c
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Page 234 and 235: GrantsCellerix received several gra
Page 236 and 237: 10. Report regarding unaudited prof
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Page 240 and 241: Appendix 1: Press releases 2006-201
Page 242 and 243: Appendix 2: REGULATORY APPROVALPROC
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Page 250 and 251: Title“Cell populations having imu
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D. Trademarks of CellerixThe table
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Decision resources.Dell’Accio, F.
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Noyes, F. R., Barber-Westin, S. D.,
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Appendix 5: 2008, 2009 and2010 mana
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Contents1. The year in brief ......
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2. Financial informationa. The Inco
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The Directors shall call a Sharehol
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• Exercise price changed to 5.291
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10 • TiGenix • Rights Offering
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Exceptionally, for the following re
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(d)(e)Duration: The Options Plan wi
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eceipt sent to the number or addres
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THE COMPANYTiGenix NVRomeinse straa
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ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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