At December 31, Cellerix’ share capital, share premium andassociated issuance costs were as follows:Years ended December 31Thousands of Euro (€) <strong>2010</strong> 2009 2008Share capital 104 83 74Share Premium 41,673 37,652 32.301Issuance cost (42) (168) (50)As of May 20, 2008 Cellerix increased its capital through theissuance of 415,700 new Class A shares with nominal valueof €0.013/share. These shares were issued at par and allshareholders waived their preference rights. The shares werefully subscribed by Cx EBIP Agreement, S.L., a financial vehiclecreated to manage the Equity Based Incentive Plans of Cellerix(“EBIPs”) granted to managers, directors and employees ofCellerix.Another round of capital increases took place on July 25, 2008,implemented as follows:• Capital increase through the creation of 64,648 new classB shares, all with the same nominal value, paid for by thecancellation of a loan held by Cellerix from Genetrix LifeScience, A.B. in the amount of €752k.• Capital increase through the creation of 368,250 new classB shares, all with the same nominal value, paid for by amonetary contribution and fully paid up.• Capital increase through the creation of 37,850 new Class Ashares, all with the same nominal value, issued at par andpaid for by a monetary contribution. The new shares weresubscribed to by the company Cx EBIP Agreement, S.L.On November 10, 2009, a new capital increase was subscribedas follows:• Capital increase through the creation of 681,478 new ClassC shares, all with the same nominal value, paid for by amonetary contribution and fully paid up.• Capital increase through the creation of 59,288 new ClassA shares, all with the same nominal value, issued at par andpaid for by a monetary contribution. The new shares weresubscribed to by the company Cx EBIP Agreement, S.L.A further capital increase was subscribed to on February 12,<strong>2010</strong>, as follows:• Capital increase through the creation of 25,198 new ClassC shares, all with the same nominal value, paid for by amonetary contribution and fully paid up.• Capital increase through the creation of 2,191 new Class Ashares, all with the same nominal value, issued at par andpaid for by a monetary contribution. The new shares weresubscribed to by the company Cx EBIP Agreement, S.L.On May 18, <strong>2010</strong> Cellerix increased its capital through theissuance of 49,446 new Class A shares, 228,457 Class B sharesand 348,988 Class C shares, all with nominal value. These shareswere issued at par and paid for by a monetary contribution.A further capital increase was subscribed on October 15, <strong>2010</strong>,as follows:• Capital increase through the creation of 755,994 new ClassC shares, all with the same nominal value, paid for by amonetary contribution.• Capital increase through the creation of 138,151 new ClassB shares, all with the same nominal value, issued at par andpaid for by a monetary contribution.• Capital increase through the creation of 77,751 new Class Ashares, all with the same nominal value, issued at par andpaid for by a monetary contribution. The new shares weresubscribed to by the company Cx EBIP Agreement, S.L.As of December 31, <strong>2010</strong> the capital stock of Cellerix stoodat €104,476.385, consisting of 8,036,645 shares with nominalvalue of €0.013 each (of which 2,974,091 are Class A shares,3,250,896 are Class B shares and 1,811,658 are Class C shares). Allof Cellerix’ shares are fully subscribed and totally paid up.217 •
9.1.5.16 Other financial liabilitiesNon-current financial liabilitiesBelow is the composition and breakdown by maturity date ofthis caption of the balance sheets as of December 31:Thousands of Euro (€)Non-currentLimit <strong>2010</strong> 2011 2012 Rest Total(*) 487 37 37 131 692Total at December 31, 2008 487 37 37 131 692Non-currentLimit 2011 2012 2013 Rest TotalOther financial liabilities (*) 1,168 537 37 515 2,258Total at December 31, 2009 1,168 537 37 515 2,258Non-currentLimit 2012 2013 2014 Rest TotalOther payables 24 - - - 24Other financial liabilities (*) 531 40 40 1,196 1,806Total at December 31, <strong>2010</strong> 555 40 40 1,196 1,830(*) On September 22, 2008 Cellerix signed a credit facility with ETV Capital, S.A.for a limit amount of €10 million, available in three tranches, the first beingavailable from March 1, 2009.On September 22, 2008 Cellerix signed a credit facility withETV Capital, S.A. for a limit amount of €10 million, available inthree tranches, the first being available from March 1, 2009.To guarantee this loan, Cellerix has made the followingcommitments:• to offer an option to purchase shares in Cellerix linked to thetranches established in the agreement;• that Cellerix’ debt levels during the life of the agreement,without considering the working capital generated inthe ordinary course of business, the loans received fromthe Spanish Ministry of Education and Science and fromEmpresa Nacional de Innovación, S.A. and the debtgenerated by the financing of the plant construction, willnot be more than €1 million greater than the value of theoutstanding repayments due to ETV Capital, S.A;• to grant power of attorney to ETV Capital, S.A. to establisha mortgage guarantee over its intellectual property rights;this mortgage may be exercised by ETV Capital, S.A. whenit considers that an event of termination under the loanagreement has occurred; and• to pledge the credit rights Cellerix holds in bankinginstitutions, represented by the balance of the funds ofwhich Cellerix is the holder in any of the bank accounts.This pledge may be exercised by ETV Capital, S.A. whenit considers that an event of termination under the loanagreement has occurred.The caption “Other financial liabilities” mainly includes theamounts corresponding to Interest-free loans received from theMinistry of Education and Science valued at amortized cost andthe non-current portion of the loan received from ETV Capital,S.A. Additionally, in 2009 and 2008, this caption included loansreceived from Empresa Nacional de Innovación, S.A., whichwere paid up in <strong>2010</strong>.Current financial liabilitiesThe balance under this heading includes the current portingof the loan received from ETV Capital, S.A. and the interest-freeloans received from the Spanish Ministry of Education andScience.218 • <strong>TiGenix</strong> • 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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7.3.2.3 Selling, general and admini
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Cash & cash equivalents and intangi
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As of December 31, 2010, the Group
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8. Consolidated Financial informati
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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