0. Letter to the Shareholder 1. General information 2. Statement by the CEO 3. TiGenix Group 4. TiGenix NV 5. Corporate Governance Report

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1 ANNUAL REPORT 2011

2 Table of contents 0. Letter to the Shareholder 1. General information 2. Statement by the CEO 3. TiGenix Group 3.1. Consolidated Financial Statements Consolidated income statement and statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity 3.2. Notes to the Consolidated Financial Statements 3.3. Annual Report of the Board of Directors 3.4. Statutory Auditor s Report on the Consolidated Financial Statements 4. TiGenix NV 4.1. Statutory Financial Statements Income statement Balance sheet 4.2. Accounting policies (Belgian GAAP) 4.3. Annual Report of the Board of Directors 5. Corporate Governance Report

3 Living Medicines TiGenix NV (NYSE Euronext: TIG) is a leading European cell therapy company with one marketed product and a strong clinical stage pipeline of adult stem cell programs. The company s lead product, ChondroCelect, for cartilage repair in the knee, is the only approved cell-based product in Europe, and is currently being launched across Europe. TiGenix s adipose derived allogeneic stem cell platform has been extensively validated. The company is preparing a Phase III clinical trial to treat complex perianal fistula in patients with Crohn s, has a Phase IIa trial in rheumatoid arthritis ongoing, and will start a Phase I trial to investigate intra-lymphatic administration in autoimmune disorders. TiGenix is based out of Leuven (Belgium) and has operations in Madrid (Spain), Sittard- Geleen (the Netherlands). 3

4 Letter to the shareholder Ladies and gentlemen, Dear shareholders, With pleasure we present to you our report relating to TiGenix s Consolidated and Statutory annual results during the financial year ended on 31 December TiGenix, through the business combination with Cellerix SA in May 2011, has become the leading European cell therapy company. With an advanced pipeline of clinical stage cell therapy products, the Company also commercializes ChondroCelect for cartilage repair of the knee. ChondroCelect is to date the only EMA-approved cell therapy. As a result of the business combination, the Company s development focus has shifted from early stage preclinical programs towards a number of highly promising clinical stage products for inflammatory and autoimmune disorders of high unmet medical need, each addressing markets in excess of EUR 1 billion. Given its focus on cell therapy, TiGenix is in the process of divesting its ChondroMimetic franchise, which is based on a biomaterial platform. To be able to concentrate on its core business and move forward with a clean slate, TiGenix has written-off the intellectual property related to the OrthoMimetics acquisition. TiGenix has created a new and strong basis in 2011 on which the Company can build going forward. The Company delivered on its promises. It has obtained national reimbursement for ChondroCelect in Belgium and made progress in other European markets. TiGenix advanced all clinical stem cell programs on plan, and raised substantial funds from specialized healthcare investors and through non-dilutive financing. Recognizing the unique risk-reward profile and considerable potential of TiGenix, investors committed substantial funds to allow the Company to execute on its business plan and reach the next important value-enhancing inflection points. 4 TiGenix I annual report 2011

5 Prior to the business combination, Cellerix SA raised EUR 18.2 million from its former investors. Subsequent to the business combination, the newly formed TiGenix raised an additional EUR 15.2 million from specialized healthcare investors across Europe. Finally, the Company attracted more than EUR 8 million in non-dilutive grants and innovation credits, bringing the total of funds raised to over EUR 40 million. In 2011, through a combination of restructuring, synergies and cost control, the combined companies cost basis has been significantly reduced. At the end of 2011, total staff of the combined group was 75 employees, compared to 109 employees at the end of 2010 for the pro forma combined group. ChondroCelect obtained reimbursement in Belgium in May 2011, and is today available in 22 specialized treatment centers. TiGenix is selling ChondroCelect in the UK, the Netherlands, Germany, and Spain under managed access and private insurance schemes, while pursuing national reimbursement in these countries and France. In October 2011, TiGenix closed a distribution agreement for Finland with the Finnish Red Cross Blood Service, as a first important step in its strategic initiative to broaden access to ChondroCelect outside TiGenix s core commercial countries. In 2011, a total of 111 biopsies were taken and 85 implantations have been performed. The construction of the Company s centralized European cell expansion facility in Sittard-Geleen has been completed. The site will be operational for commercial production in late The facility will provide the extra cell expansion capacity required to support the expected growing demand for ChondroCelect from 2013 onward, and the commercial production of TiGenix s stem cell products. TiGenix product pipeline is based on a proprietary stem cell platform that exploits expanded allogeneic (donor-derived) adult stem cells derived from human adipose (fat) tissue ( eascs ). The 5

6 platform has been extensively characterized in line with requirements of the European Medicines Agency (EMA) and is supported by exhaustive preclinical and CMC packages. Cx601 is TiGenix s most advanced clinical stage product and has completed a phase II study for the treatment of complex perianal fistulas in patients suffering from Crohn s Disease. Based on the phase II clinical trial report, scientific advice was sought from the EMA. In a final clarification letter, the Committee for Medicinal Products for Human Use (CHMP) stated that the presented preclinical data package can be considered sufficient for a MAA submission so no further preclinical work will be required. The CHMP also indicated that the proposed single phase III study should suffice to demonstrate the efficacy required to support the MAA. The protocol of the phase III program has been submitted to the ethics committees and regulatory agencies of several participating countries, and recruitment is expected to start in mid Cx601 has been granted orphan designation by the EMA. Cx611 is an allogeneic easc product candidate for the treatment of rheumatoid arthritis. The phase IIa study has recently opened the third and last cohort, and is on track. The objective of the trial is to determine safety, feasibility, tolerance, and optimal dosing. This multicenter, placebocontrolled study will enrol 53 patients, divided in 3 cohorts with different dosing regimens. There are more than 20 centers open and the Company expects to report the final results in the first half of Cx621 is an allogeneic easc product candidate for the treatment of autoimmune diseases via a proprietary technique of intra-lymphatic administration. Based on positive preclinical data on toxicology, biodistribution and efficacy, the ethical committee of Clínica Universitaria de Navarra (Spain) approved a phase I protocol to assess safety, tolerability and pharmacodynamics of intranodal injected allogeneic eascs in healthy volunteers. TiGenix has started recruitment for this study in the fourth quarter of 2011 and final results are expected mid In addition to the three clinical stage programs described above, TiGenix is investigating the potential of allogeneic stem cells for the treatment of osteoarthritis. A first preclinical study yielded 6 TiGenix I annual report 2011

7 promising results. If the follow-up studies currently underway confirm these results, TiGenix will seek partners to take the program forward. TiGenix has moved into 2012 poised to capitalize on its leading position in cell therapy, and advance its clinical stem cell programs on plan. By mid-2012, the Company is slated to start the clinical trial in perianal fistulas, complete the enrollment of its Phase IIa study in rheumatoid arthritis, and report the results of its Phase I that investigates TiGenix s proprietary intra-lymphatic administration. Furthermore, the Company will continue to work towards obtaining reimbursement for ChondroCelect and expand the regions where ChondroCelect is available beyond core markets. We would like to thank all our shareholders and stakeholders for their continued support. March 12, 2012 Leuven Eduardo Bravo, CEO Willy Duron, Chairman of the Board of Directors 7

8 1. General information On March 12, 2012, The Board of Directors made up the consolidated financial statements and the statutory financial statements of TiGenix with respect to the financial year ending on December 31, The consolidated financial statements, including the notes, and the statutory financial statements of TiGenix were approved by the Board of Directors for issuance on March 12, The consolidated financial statements can be found in section 3.1 and 3.2; an extract of the statutory financial statements can be found in section 4.1 and 4.2 as part of the Annual Financial Report. The Board of Directors made up the annual report on the consolidated financial statements and on the statutory financial statements of TiGenix on March 12, Both annual reports were approved by the Board of Directors for issuance on March 12, The annual report on the consolidated financial statements can be found in section 3.3 and a summary of the annual report on the statutory financial statements can be found in section 4.3 as part of the Annual Financial Report. The statutory auditor s report on the consolidated financial statements is presented in section 3.4 as part of the Annual Financial Report. The statutory auditor has also issued an unqualified audit opinion with explanatory paragraph on the statutory accounts on March 12, The Board of Directors is committed to the corporate governance principles as described by the Belgian Code on Corporate Governance and the Corporate Governance Charter of TiGenix. A corporate governance report is presented in section 5 of the Annual Financial Report. This Annual Financial Report, together with the complete version of the statutory accounts, the annual report of the Board of Directors on the statutory accounts and the auditor s report on the statutory accounts are made available on the website of TiGenix (www. tigenix.com) as from March 12, 2012 and can be obtained free of charge. Certain financial information in this report has been subject to rounding adjustments and currency conversion adjustments. Accordingly, the sum of certain data may not be equal to the expressed total. 8 TiGenix I annual report 2011

9 2. Statement by the CEO In accordance with Article , a) and b) of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, Eduardo Bravo, CEO of TiGenix NV, states on behalf of TiGenix NV that, to the best of his knowledge: a) the annual financial statements prepared in accordance with the applicable accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of TiGenix NV and the undertakings included in the consolidation taken as a whole; and b) the annual report of the Board of Directors provides for a true and fair overview of the development and results of the business and the position of TiGenix NV and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Leuven, March 12, 2012 Eduardo Bravo, CEO of TiGenix NV 9

10 Tigenix Group Consolidated Financial Statements The consolidated financial statements of TiGenix have been drawn up in accordance with the IFRS accounting principles as adopted by the EU. The consolidation scope can be found in note 29. The following consolidated financial statements were authorized for issue by the Board of Directors on March 12, TiGenix I annual report 2011

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12 3. TiGenix Group 3.1 CONSOLIDATED INCOME STATEMENT & STATEMENT OF COMPREHENSIVE INCOME Years ended December 31 Thousands of Euro ( ) Notes * CONSOLIDATED INCOME STATEMENT CONTINUING OPERATIONS Sales 1 1, Gross sales 1, Deferred sales and discounts Cost of sales Gross profit Research and development expenses 2-10,837-10,595 Sales and marketing expenses 2-2,726-2,707 General and administrative expenses 2-6,593-5,473 Other operating expenses 2-2,974 0 Total operating charges 3-23,585-19,086 Other operating income 393 1,802 Operating Result 4-22,046-16,662 Interest income Interest expenses Foreign exchange differences Profit/(Loss) before taxes 5-21,313-16,083 Income taxes Profit/(Loss) for the period from continuing operations -21,313-15,716 DISCONTINUED OPERATIONS 6 Profit/(Loss) for the period from discontinued operations -16,234 0 Profit/(Loss) for the period -37,547-15,716 Attributable to equity holders of TiGenix NV 7-37,547-15,716 Basic (diluted) loss per share (EURO) Basic (diluted) loss per share from discontinued operations (EURO) *The 2010 income statement has been restated to reflect the new computation of cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses (see note 2) Years ended December 31 Thousands of Euro ( ) STATEMENT OF COMPREHENSIVE INCOME Net Profit/(Loss) -37,547-15,716 Currency translation differences Other comprehensive income Total comprehensive income -37,784-16,092 Attributable to equity holders of TiGenix NV -37,784-16, TiGenix I annual report 2011

13 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Years ended December 31 Thousands of Euro ( ) Notes * ASSETS Intangible assets 9 42,026 20,683 Property, plant and equipment 10 8,008 4,738 Available-for-sale investments Other non current assets Non-current assets 50,797 25,828 Inventories Trade and other receivables 14 1,826 1,812 Other current financial assets Other current assets Cash and cash equivalents 17 19,771 5,555 Current assets 22,723 8,518 Non-current assets held for sale 8 1,149 0 TOTAL ASSETS 74,669 34,346 Years ended December 31 Thousands of Euro ( ) Notes * EQUITY AND LIABILITIES Share capital 18 82,713 25,197 Share premium 18 88,035 73,357 Shares to be issued 18 2,296 2,296 Retained earnings ,407-78,860 Other reserves 18 4,731 3,830 Equity attributable to equity holders 61,368 25,820 Total equity 61,368 25,820 Subordinated loan Financial loan 19 6, Deferred tax liability ,519 Other non-current liabilities Non-current liabilities 6,438 4,089 Subordinated loan Financial loan Finance lease obligations Trade and other payables 22 4,196 3,312 Other current liabilities 23 2, Current liabilities 6,706 4,436 Liabilities related to non-current assets held for sale TOTAL EQUITY AND LIABILITIES 74,669 34,346 *The 2010 statement of financial position has been modified compared to the published statement as a result of reclassifications between lines in order to improve the comparability with the 2011 figures. 13

14 CONSOLIDATED STATEMENT OF CASH FLOWS Years ended December 31 Thousands of Euro ( ) CASH FLOWS FROM OPERATING ACTIVITIES Operating Result -22,046-16,663 Adjustments for: Depreciation, amortisation and impairment results 2,789 2,211 Capitalized development costs 0-1,621 Share-based compensation 1, Other ,169-15,292 Movements in working capital: (Increase)/ decrease in inventories (Increase)/ decrease in trade and other receivables (Increase)/ decrease in other financial assets -140 Increase/(decrease) in other current assets Increase/(decrease) in trade and other payables Increase/(decrease) in other current liabilities Cash generated from operations -17,670-16,894 Income taxes paid 0 0 Interest paid Cash flow from discontinued operations Net cash provided by/(used in) operating activities -18,833-16,964 CASH FLOWS FROM INVESTING ACTIVITIES Interest received Acquisition of property, plant and equipment -2,690-1,925 Acquisition of intangible assets Proceeds from other non-current assets 344 Payments on other non-current assets Deferred payment for the acquisition of financial assets Acquisition of subsidiaries, net of cash acquired 18,421-1,081 Cash flow from discontinued operations -1 0 Net cash provided by/(used in) investing activities 15,351-3,140 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of equity instruments (net of issue costs) 14,039 1,118 Proceeds from subordinated loan 0 0 Reimbursements of subordinated loan Proceeds from financial loans 5,150 0 Reimbursements of financial loans -1, Proceeds from government grants 28 0 Proceeds from lease debts 0 0 Reimbursement of lease debts Cash flow from discontinued operations 0 0 Net cash provided by/(used in) financing activities 17, Net increase/(decrease) in cash and cash equivalents 14,214-19,224 Cash and cash equivalents at beginning of year 5,555 24,745 Effect of currency translation on cash and cash equivalents 2 34 Cash and cash equivalents at end of period 19,771 5, TiGenix I annual report 2011

15 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Thousands of Euro ( ) Attributable to equity holders of the Company Other reserves Share capital Share premium Shares to be issued Retained earnings Equitysettled Translation reserves Total Equity employee benefits reserve Balance at Dec. 31, ,956 72,480 3,377-63,144 3, ,199 Issuance of shares ,118 Shares to be issued -1,081-1,081 Share-based compensation Total comprehensive income -15, ,092 Balance at Dec. 31, ,197 73,357 2,296-78,860 4, ,820 Issuance of shares 57,516 14,679 72,195 Share-based compensation 1,138 1,138 Total comprehensive income -37, ,784 Balance at Dec. 31, ,713 88,035 2, ,407 5, ,368 15

16 3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. General information TiGenix NV (TiGenix or the Company )and its subsidiaries (together the Group) is a public biomedical company that focuses on Living Medicines. The Group is exploiting the power of cell therapy and regenerative medicine to develop durable treatments for damaged and diseased tissues. TiGenix is located in Leuven and was founded as a spin-off of the Catholic University of Leuven and the University of Ghent. Today, the Company is a leading European cell therapy company with two marketed products, ChondroCelect and ChondroMimetic, and a strong pipeline with clinical stage adult stem cell programs for the treatment of autoimmune and inflammatory diseases. TiGenix is based out of Leuven (Belgium), and Madrid (Spain), and has facilities in Sittard-Geleen (the Netherlands). TiGenix NV, the parent company, is a limited liability company incorporated and domiciled in Belgium. The registered office is located at Romeinse straat 12 - box 2, B-3001 Leuven, Belgium. The shares of TiGenix are listed on Euronext Brussels under the international code number ISIN BE and symbol TIG. 2. Summary of significant accounting policies 2.1. Basis of preparation The principal accounting policies applied in the preparation of the above consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All amounts are presented in thousands of Euros, unless otherwise indicated, rounded to the nearest The financial statements have been prepared on the basis of the historical cost price method. Any exceptions to the historical cost price method are disclosed in the valuation rules described hereafter. The financial statements have been established assuming the Company is in a state of going concern. The Group has generated losses since its inception, which is inherent to the current stage of the Group s business life cycle as a biotech company. Sufficient funds have been raised since inception and especially the combination with Cellerix should provide the Company with sufficient cash for the foreseeable future. The Group s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union at December 31, TiGenix I annual report 2011

17 Changes in accounting policy and disclosures a) New and amended standards adopted by the Group on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Prepayments of a Minimum Funding Requirement (applicable for annual periods beginning on or after 1 January 2011) During the current year, the Group has adopted all the new and amended Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB effective for the accounting period commencing on January 1, The Group has not applied any new IFRS requirements that are not yet effective in The following new standards, interpretations and amendments are effective for the current period: - Improvements to IFRS ( ) (normally applicable for annual periods beginning on or after 1 January 2011) - Amendment to IFRS 1 First Time Adoption of International Financial Reporting Standards IFRS 7 exemptions (applicable for annual periods beginning on or after 1 July 2010) - Amendment to IAS 24 Related Party Disclosures (applicable for annual periods beginning on or after 1 January 2011). This Standard supersedes IAS 24 Related Party Disclosures as issued in Amendments to IAS 32 Financial Instruments: Presentation Classification of Rights Issues (applicable for annual periods beginning on or after 1 February 2010) - IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (applicable for annual periods beginning on or after 1 July 2010) - Amendment to IFRIC 14 IAS 19 The Limit The application of these amendments has not led to any major changes in TiGenix accounting policies. b) Standards and interpretations issued but not yet effective in the current period The Company elected not to early adopt the following new Standards, Interpretations and Amendments, which have been endorsed by the by the EU but are not yet mandatory as per December 31, 2011: - IFRS 9 Financial Instruments and subsequent amendments (applicable for annual periods beginning on or after 1 January 2015) - IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2013) - IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2013) - IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2013) - IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 July 2011) - Amendments to IFRS 7 Financial Instruments: 17

18 Disclosures Derecognition (applicable for annual periods beginning on or after 1 July 2011) - Amendments to IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 1 Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012) - Amendments to IAS 12 Income Taxes Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2012) - Amendments to IAS 19 Employee Benefits (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014) - IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (applicable for annual periods beginning on or after 1 January 2013) The directors anticipate that the abovementioned Standards and Interpretations will not have a significant impact on the financial statements of the Group in the period of initial application Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Entities controlled by the Group have been fully consolidated. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests. All significant intra-group transactions, balances, income and expenses are eliminated in consolidation Foreign currency translation In preparing the financial statements of each individual group entity, transactions in currencies other than the entity s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. 18 TiGenix I annual report 2011

19 For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group s foreign operations are translated into Euro using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (translation reserves). On the disposal of a foreign operation (i.e. a disposal of the Group s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss Segment information The Group s activities are in one segment, biopharmaceuticals. There are no other significant classes of business, either singularly or in aggregate. Management reviews the operating results and operating plans and make resource allocation decisions on a company-wide basis, therefore TiGenix operates as one segment. the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except for deferred tax assets and liabilities, assets and liabilities relating to employee benefits, liabilities or equity-instrument related to sharebased payment arrangements and assets that are classified as held for sale. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer s previously held equity interest in the acquiree (if any) over the net of the acquisitiondate amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisitiondate fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and The results of the acquired operations are included in the consolidated statements of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases Revenue recognition Revenue from sale of goods is recognized when: 19

20 - the significant risks and rewards of the ownership of goods are transferred to the buyer; The Group retains neither effective control nor involvement to the degree usually associated with ownership over the goods sold; - the amount of revenue can be measured reliably; - it is probable that the economic benefits associated with the transaction will flow to the entity; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably. Government grants are recognised as revenue over the life of the grant as the required or planned activities are performed and the related costs incurred and when there is reasonable assurance that the Group will comply with the conditions of the grant. The grants are usually in the form of periodic progress payments. Deferred revenue represents amounts received prior to revenue being earned Cost of sales License fees are recognised when the Group has fulfilled all conditions and obligations. The license fee will not be recognised if the amount cannot be reasonably estimated and if the payment is doubtful. License upfront (signature fees) and non-refundable fees for access to prior research results and databases are recognised when earned, provided that the Group has no continuing performance obligations and all conditions and obligations are fulfilled (this means after the delivery of the required information). If the Group has continuing performance obligations towards fees, the fee will be recognised on a straight-line basis over the contractual performance period. Cost of sales includes the costs directly attributable to production and the costs incurred necessarily for the products to be sold or the services to be rendered Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Repair and maintenance costs are charged to the income statement as incurred. Gains and losses on the disposal of property, plant and equipment are included in other income or expense. Depreciation is charged so as to write off the cost or valuation of assets over their useful lives, using the straight-line method pro rata in the year of purchase, on the following basis: Research and development service fees are recognised as revenue over the life of the research agreement as the required services are provided and costs are incurred. These services are usually in the form of a defined number of full-time equivalents ( FTE ) at a specified rate per FTE. - Equipment: 5 years; - IT hardware: 3 years; - Furniture: 5 years; - Leasehold improvements: in line with the lease agreement period; and - Leases: in line with the lease agreement period. 20 TiGenix I annual report 2011

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