Dated 2 April 2014 (as amended and restated on 23 April 2014 and again on 28 May 2014) TIGENIX NV and SWEDISH ORPHAN BIOVITRUM AB (publ) DISTRIBUTION AGREEMENTDistribution Agreement • July 6th, 2016 • TiGenix NV • Pharmaceutical preparations
TiGenix NV, a company incorporated under the laws of Belgium, with registered office at Romeinse straat 12 bus 2, 3001 Leuven, Belgium, registered with the register of legal entities of Leuven under number 0471.340.123, hereinafter referred to as “TiGenix”;
AGREEMENT FOR THE JOINT OWNERSHIP AND LICENSING OF EXPLOITATION RIGHTSAgreement for the Joint Ownership and Licensing of Exploitation Rights • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
Of the one part, the Consejo Superior de Investigaciones Científicas (hereinafter, “CSIC”), with VAT no. Q-2818002-D, and in the name and on behalf of the same, Mr. Rafael Rodrigo Montero, President of such Body, with its headquarters at calle Serrano no. 117, 28006 - Madrid, who has sufficient powers to enter into this agreement by virtue of the provisions contained in the Bylaws of the mentioned body, approved by Royal Decree 1730/2007, of December 21st (Spanish State Gazette of January 14th, 2008), which powers have not been revoked or varied;
AMENDMENT TO THE AGREEMENT FOR THE ASSIGNMENT OF RIGHTS TO EXPLOIT IP BETWEEN THE UNIVERSIDAD AUTONOMA DE MADRID AND CELLERIX, S.L., OF NOVEMBER 3rd, 2004The Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
Of the one part, the Excellent Mr. Ángel Gabilondo Pujol, Magnificent Rector of the Universidad Autónoma de Madrid, located at the Ciudad Universitaria de Cantoblanco, C/ Einstein, 3, 28049 Madrid, in the name and on behalf of said University, and pursuant to the powers conferred to him by virtue of his office;
Agreement for the Manufacturing of ChondroCelect® Between TIGENIX B.V. and TIGENIX NV and PHARMACELL B.V.Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
AGREEMENT FOR THE JOINT OWNERSHIP AND LICENSING OF EXPLOITATION RIGHTS BETWEENAgreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
Of the one part the Consejo Superior de Investigaciones Cientificas (hereinafter, “CSIC”), with VAT no. Q-2818002-D, and in the name and on behalf of the same, Mr. Rafael Rodrigo Montero, President of such Body, with its headquarters at calle Serrano no. 117, 28006 — Madrid and constituted according to Royal Decree 1730/2007, of December 21st (Spanish State Gazette of January 14th, 2008), who has sufficient powers to enter into this agreement by virtue of article 11.2e) and i) of the Bylaws of the CSIC, approved by Royal Decree 1730/2007, and according to Royal Decree 663/2008 by which he is appointed President of the CSIC
ASSIGNMENT OF EXPLOITATION RIGHTSAssignment of Exploitation Rights • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations • Madrid
Ms María Jesús Matilla Quiza, Vice Rector of Research, Universidad Autónoma de Madrid (“UAM”), acting for and on behalf of UAM, with address at calle Einstein 13 2ª pta Pabellón C 28049 Madrid, by virtue of the powers in which she is vested by delegation of the powers of the Rector under the decision dated 4 June 2002 (published in BOCM, the Madrid regional government gazette, No 164, 12 July 2002);
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO €10,000,000 Dated 20 December 2013 BetweenAgreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations • England
KREOS CAPITAL IV (UK) LIMITED a company incorporated in England and Wales under registered number 07758282 whose registered office is at 25-28 Old Burlington Street, London W1S 3AN (the “Lender”, which expression shall include its permitted successors and assigns);
LEASE AGREEMENT FOR OFFICES AND PARKING SPACES IN CALLE MARCONI 1, TRES CANTOS (MADRID)Lease Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
AS ONE PARTY, MR JOSÉ LUIS GÓMEZ RUIZ, of legal age, with national ID no. ##.###.###-#and MR ÁLVARO GARCÍA DE LA RASILLA GORTÁZAR, of legal age with national ID no. ##.###.###-# both domiciled for professional purposes in Boadilla del Monte, Avenida de Cantabria (unnumbered), Edificio Arrecife, planta baja (Arrefice Building, ground floor) (Ciudad Grupo Santander);
OFFER AND SUPPORT AGREEMENTOffer and Support Agreement • April 16th, 2018 • TiGenix NV • Pharmaceutical preparations
SERVICES AGREEMENT BETWEEN SCIENCE TO BUSINESS TECHNOLOGY PARK AND CORETHERAPIX SUMMARY OF THE TERMS AND CONDITIONSServices Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
Parties Vivotecnia Research, SL (the Company) Fundación Science to Business Technology Park (the Foundation) Coretherapix, SLU. (the Entity)
Share Purchase AgreementShare Purchase Agreement • July 6th, 2016 • TiGenix NV • Pharmaceutical preparations
Between: (1) TiGenix NV, a company organised and existing under the laws of Belgium, having its registered office at Romeinse Straat 12, box 2, 3001 Heverlee (Leuven), Belgium, registered with the Register of Legal Entities (Leuven) under number 0471.340.123,
Share Purchase AgreementShare Purchase Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
Between: (1) TiGenix NV, a company organised and existing under the laws of Belgium, having its registered office at Romeinse Straat 12, box 2, 3001 Heverlee (Leuven), Belgium, registered with the Register of Legal Entities (Leuven) under number 0471.340.123,
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations • Delaware
This Manufacturing Services Agreement (the “Agreement”) is made as of February 9, 2015, (the “Effective Date”) between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and TiGenix SAU, a company organized and existing under the laws of Spain, having its registered office at Calle Marconi 1, Parque Tecnológico de Madrid, Tres Cantos, 28760 Madrid, Spain, registered with the Commercial Registry of Madrid under volume number 20117, page 81, sheet M-355159, and with tax identification number (CIF) A-84008986 (“TiGenix”) (each of LWI and TiGenix, a “Party” and, collectively, the “Parties”).
Between Genetrix S.L. and TiGenix NV in the presence of Coretherapix S.L. CONTRIBUTION AGREEMENTContribution Agreement • December 22nd, 2015 • TiGenix NV • Pharmaceutical preparations
regarding the contribution of shares in, and the contribution and the transfer and assignment of receivables on, Coretherapix S.L.
TiGenix [ ]American Depositary Shares (each representing Twenty (20) Ordinary Shares) (with no nominal value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2016 • TiGenix NV • Pharmaceutical preparations • New York
TiGenix, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (“Belgium”) with registered office at Romeinse straat 12 box 2, 3001 Leuven, Belgium and registered with the Crossroads Bank for Enterprises under the number 0471.340.123 (Register of Legal Entities of Leuven) (the “Company”), proposes to issue to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] ordinary shares, with no nominal value, of the Company (the “Ordinary Shares” and each an “Ordinary Share”) in the form of [ ] American Depositary Shares (“ADSs”), through a public offering in the United States (the “Firm ADSs”).
PATENT LICENSE AND SETTLEMENT AGREEMENTPatent License and Settlement Agreement • April 16th, 2018 • TiGenix NV • Pharmaceutical preparations • New York
This PATENT LICENSE AND SETTLEMENT AGREEMENT is entered into as of December 14, 2017 (the “Effective Date”) by and between, on the one hand, Mesoblast Inc., a Delaware corporation, with a place of business at 505 Fifth Avenue, New York, New York 10017 U.S.A. (“Mesoblast Inc.”) and Mesoblast International Sàrl, a Swiss societé à responsibilité limitée, with a place of business located at Route de Pre-Bois 20, c/o Accounting & Management Service SA, 1217 Meyrin, Switzerland (“Mesoblast Sàrl,” and together with Mesoblast Inc., “MSB”) and, on the other hand, TiGenix S.A.U., a Spanish corporation, with a place of business at Calle Marconi 1, Parque Tecnológico de Madrid, 28760 Tres Cantos (Madrid), Spain (“TiGenix”); each of MSB and TiGenix may be hereinafter referred to together as the “Parties” and individually as a “Party” when convenient.
Dated 4 July 2016 TIGENIX SAU and TAKEDA PHARMACEUTICALS INTERNATIONAL AG LICENSE AGREEMENTLicense Agreement • July 6th, 2016 • TiGenix NV • Pharmaceutical preparations
