ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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future against which they may be applied. In this regard, in thebalance sheet, Cellerix did not record any deferred tax asset ortax credit arising from tax loss carry forward or tax deductionspending application, given that Cellerix has not initiated theproduct marketing phase, and therefore, to date does not haverevenues from its core business on which to base forecasts oflikely future financial earnings.Equity instrumentsAn equity instrument represents a share in the net assetsof Cellerix after deducting all of its liabilities. The capitalinstruments issued by Cellerix are recorded under equity at theamount received net of the costs of the issue.Own shares acquired by Cellerix are recorded directly as areduction in equity, at the value of the consideration paid. Gainsor losses arising on the purchase, sale, issue or amortisation ofown equity instruments are booked directly to equity and noamount is ever recorded in this respect in the comprehensiveincome statement.Derivative instrumentsCellerix does not have any derivative financial instruments.Share-based paymentsThe shares option plans granted to certain directors, managersand employees are recorded under equity as the operationwill be carried out, where applicable, through the purchase ofCellerix’ own shares.Both the services provided and the increase in equity aremeasured at the fair value of the equity instruments granted(share options) at the date the award is agreed.Foreign currency translationTransactions in foreign currencies are converted to euro at therate of exchange in effect on the date of the transaction.Monetary assets and liabilities held in foreign currencies areconverted to euro at the rate of exchange in effect at the closeof the financial year.Exchange differences arising from the settlement oftransactions in foreign currencies and the conversion to euro ofassets and liabilities recorded in foreign currencies are taken tothe statement of comprehensive income.Financial risk managementThe financial management function is responsible for themanagement of financial risks, having established the necessarymechanisms to monitor exposure to interest rate and exchangerate fluctuations and to credit and liquidity risks.The main financial risks affecting Cellerix are detailed below:Interest risk:Both Cellerx’ cash and cash equivalents, and its financial debtare exposed to interest rate risk, which could have an adverseeffect on its net finance income and on cash flows.Cellerix has carried out a sensitivity analysis to measure theimpact on equity and net income (loss) of a 1% increase ordecrease in market interest rates in a scenario where all othervariables remain constant. The main hypotheses of this analysisare:• Changes in market interest rates affect financial costs andincome on the financial assets and liabilities arranged byCellerix at variable interest rates.• Changes in the fair value of financial assets and liabilitiesare estimated on the basis of future discounted cash flows,using market interest rates prevailing at the end of eachfinancial year.On this basis, the effect of a 1% increase or decrease in marketinterest rates on Cellerix’ income before tax and its equitywould not have a significant effect.Credit risk:Cellerix’ cash and cash equivalents are held with financialentities with strong credit ratings. In addition its revenues areprincipally in the form of grants received mainly from publicbodies.Liquidity risk:In order to guarantee liquidity and to meet the paymentobligations derived from its operations, Cellerix maintains thecash and cash equivalents shown in its balance sheet andcontinuously monitories forecast and actual cash flows. Cellerixhas no derivative instruments.207 •
Currency exchange risk:Exchange rate risk mainly corresponds to the purchase ofsupplies and to professional service costs in the UnitedStates, as well as to certain financial investments in dollars,the exposure to this risk is assessed by management as notsignificant.9.1.5.3 RevenuesRevenues can be split into:Years ended December 31Thousands of Euro (€) 2010 2009 2008Sales 105 95 72Sales 105 95 72These amounts correspond to sales for compassionate use ofthe drug Cx 601 to different hospitals in Spain.Years ended December 31Thousands of Euro (€) 2010 2009 2008Operating grant revenues 587 1,187 1,286Capital grants transferred to income and other 16 17 19Total 603 1,204 1,305Operating grants have been received by Cellerix, mainly frompublic bodies, to finance of its research and developmentactivities.9.1.5.4 Operating resultResult from operations has been arrived at after charging:(a)Research and development expendituresExpenditure incurred by Cellerix on the clinical development ofnew drugs is detailed below:Years ended December 31Thousands of Euro (€) Notes 2010 2009 2008Personnel costs 9.1.5.5 2,470 2,715 1,681Depreciations 299 284 256Operating and general costs 2,996 3,603 3,765Supplies 411 471 508Total 6,176 7,073 6,210208 • 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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Fig. 6.9: Platform development stra
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In developing Cx601, Cellerix has b
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6.14.6 Manufacturing & logisticsCel
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population, methods for the isolati
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• Cimzia (certolizumab) - UCB: Al
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Spanish Ministry of Education and S
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7.2 Consolidated income statementTw
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7.3.1.2 Research and development ex
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Page 173 and 174: As of December 31, 2010, the Group
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Page 196 and 197: Business combination Cellerix SADes
Page 198 and 199: Weighted averageexercise priceTOTAL
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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
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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
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Page 242 and 243: Appendix 2: REGULATORY APPROVALPROC
Page 244 and 245: like ChondroCelect or the future ce
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Page 252 and 253: D. Trademarks of CellerixThe table
Page 254 and 255: Decision resources.Dell’Accio, F.
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10 • TiGenix • Rights Offering
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Contents1. The year in brief ......
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3. Financial informationa. The Inco
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Exceptionally, for the following re
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(d)(e)Duration: The Options Plan wi
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Contents1. The year in brief ......
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3. Financial informationa. The Inco
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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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