ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

4. General information about THECOMPANY and its share capitalThis prospectus has been drafted from the point of view that theContribution has already been completed although this was notyet the case at the time of approval of this prospectus. However,it is anticipated that the Contribution will have been completedby the time this prospectus is made available to the public.The completion of the Contribution will be confirmed in anannouncement that will be made public before or at the sametime as the publication of the prospectus.4.1 GeneralTiGenix was incorporated on February 21, 2000 for an unlimitedduration. The Company has the legal form of a limited liabilitycompany making or having made a public appeal on savings(naamloze vennootschap – NV die een openbaar beroep op hetspaarwezen doet of heeft gedaan / société anonyme – SA faisantou ayant fait appel public à l’épargne) organised and existingunder the laws of Belgium. Pursuant to the Companies Code,the liability of the Shareholders is, in principle, limited to theamount of their respective committed contribution to thecapital of the Company. The Company’s registered office islocated at Romeinse straat 12, box 2, 3001 Leuven, Belgium.The Company is registered with the register of legal entities(rechtspersonenregister – RPR / registre des personnes morales- RPM) (Leuven) under enterprise number 0471.340.123.The Company can be reached by phone at the number+32 (0)16 39 60 60.This chapter summarises the corporate purpose, share capitaland corporate structure of the Company and is partially basedon the Articles of Association that have last been amended bythe meeting of the Board of Directors of November 9, 2010.The description hereafter is only a summary and does notpurport to give a complete overview of the Articles ofAssociation, nor of all relevant provisions of Belgian law. Neithershould it be considered as legal advice regarding these matters.4.2 Corporate purposeThe corporate purpose of the Company is set forth inArticle 3 of its Articles of Association and reads as follows:“The company has as its corporate purpose engaging in activitiesin the field of research and development regarding biologicalcompounds and biomaterials for its own account and for theaccount of third parties, as well as the industrialisation andcommercialisation of the results hereof.It may engage in all possible commercial, industrial, movableand immovable, transactions, which are, directly or indirectlyrelated to its corporate purpose or which are likely to enhance it. Itmay, amongst others, cooperate with, participate in, in any waywhatsoever, directly or indirectly, take a stake in each enterprise thecorporate purpose of which is similar, analogous or related to itsown purpose.It may mortgage its real estate and may pledge all its other assets,including its entire business, and it may guarantee a bill for allloans, credits and other undertakings, on its own behalf as well ason behalf of third parties, provided that the company itself has aninterest thereto.”4.3 Group structureTiGenix has incorporated, on February 7, 2006 a wholly-ownedU.S. subsidiary, TiGenix Inc.On May 8, 2007, TiGenix Inc. and Cognate BioServices, Inc.created a 50/50 joint venture asset management company,TC CEF LLC, with registered office at 2711 Centerville Road,Suite 400, Wilmington, Delaware 19808, U.S. TC CEF LLCsubsequently acquired the assets of a fully equipped CEFfrom Cell Genesys, Inc. With effect as of November 23, 2010,TiGenix Inc. has withdrawn itself from TC CEF LLC and hasterminated its membership interests in TC CEF LLC.On September 24, 2009, the Company set-up a whollyownedDutch subsidiary, TiGenix B.V., with registered officeat Urmonderbaan 22, 6167RD Geleen, The Netherlands.76 • TiGenix • Rights Offering