Asterand plc
Annual Report and Accounts 2008
Growth and Profitability Business Overview
1 Highlights
3 Chairman’s Statement
4 Chief Executive’s Business Overview
6 Financial Review
8 Our Business
9 A Customer Case Study
Governance
10 Board of Directors
14 Corporate Governance Report
17 Directors’ Remuneration Report
23 Directors’ Report
Financial Statements
26 Independent Auditors’ Report
27 Consolidated Income Statement
28  Consolidated Statement of Recognised Income & Expense
29 Consolidated Balance Sheet
30 Company Balance Sheet
31 Consolidated Cash Flow Statement
32 Company Cash Flow Statement
33 Notes to the Financial Statements
58 Notice of Annual General Meeting
3 June  
Asterand appoints Eolas Biosciences Co. 
Ltd. to represent the Company’s product 
and services in Japan.
31 January
Asterand compound licensed to BTG 
reaches Phase I clinical development. 
3 April, 7 May & 15 May
Peter Coggins, former President of Perkin 
Elmer Life and Analytical Sciences 
and Ian Ratcliffe, CEO & President of 
Stemgent and former President of Upstate 
join Asterand’s Board as a Non-Executive 
Directors. Jack Davis is appointed 
Chairman of the Board.
Annual Report Timeline – 2008
A Year in Review 1
Asterand plc - Annual Report and Financial Statements 2008
Highlights
Revenue up 100% to £15.2 million (2007: £7.6 million).  
An increase of 82% at constant exchange rates.
Operating expenses reduced 4% to £5.4 million (2007: £5.6 million).  
 A decrease of 11% at constant exchange rates.
Out-licensed select pre-clinical compounds focused on eye diseases to Allergan. Received upfront payment of $6.25 million (£3.4 million).  
Deal could produce value of up to $56.0 million in milestone payments, plus royalties.
Core business revenue up 60% to £11.8 million (2007: £7.4 million).  
An increase of 46% at constant exchange rates. 
We define core business revenue as total revenue excluding licensing payments from Allergan in 2008 and BTG in 2007.
Profit for the year £3.  9 million (2007: £1.9 million loss), an improvement of £5.8 million.  
EBITDA £3.8 million profit (2007: £1.2 million loss), an improvement of £5.0 million. 
Basic Earnings per share 3.53p (2007: 1.83p loss). 
First profitable year as a public company.
Core business EBITDA £1.7 million profit (2007: £1.5 million loss).  
We define core business EBITDA as total EBITDA excluding profit from licensing payments from Allergan in 2008 and BTG in 2007.
Cash resources £6.9 million (2007: £2.2 million). No long-term debt. 
Executed three more global   supply agreements with global pharmaceutical companies; in total eleven.
Completed $2.9 million contract with the US Department of Defense providing assessment, valuation and recommendations for the Armed  
Forces Institute of Pathology repository of 75 million samples in Washington DC.
  Introduced 5 new Non-Executive Directors with compelling industry experience to the Board of Directors.
Completed a stock placing of 2.7 million Ordinary   Shares with Chrysalis Ventures II, L.P., (bringing their total holdings to 13.8%) raising 
£0.4 million, at a premium to the then current share price.
Top performing stock on the London Stock Exchange in 2008 (out of over 2,000 companies). 
17 June
Jill Force, former EVP and General 
Counsel LifeCare Holdings and Robert 
Salisbury, former EVP and CFO of 
Pharmacia and Upjohn join Asterand’s 
Board as Non-Executive Directors.
21 July
Asterand ranks Third in the 
6th Annual Best Places to Work in 
Industry survey carried out by the life 
sciences magazine “The Scientist”.
27 August 
Asterand receives $6.25 million 
technology access fee from Allergan 
for the exclusive license of pre-clinical 
compounds focused on diseases of the eye. 2
Asterand plc - Annual Report and Financial Statements 2008
2 September
Jonathan Fleming, Managing Partner 
of Oxford Bioscience Partners joins 
Asterand’s Board as a Non-Executive 
Director.
31 December 
Asterand ends the year as the 2008 Top 
Performing Share on the London Stock 
Exchange.
18 November
Asterand raises £0.4 million in a 
placement of Ordinary Shares with 
Chrysalis Ventures II, L.P., at a share 
premium of 25%. 3
Asterand plc - Annual Report and Financial Statements 2008
Dear Shareholders,
It was an honour to have been appointed as Asterand’s Chairman in 
May 2008. I have long believed that Asterand is uniquely positioned to 
emerge as the leader in this large and growing worldwide market. The 
Company is at the forefront of a rapidly changing drug discovery model 
that increasingly involves the use of human tissue to accelerate the 
development of more effective and safer medicines to treat disease.  As 
Chairman, I am proud to lead an outstanding board of directors who are 
dedicated to achieving the following important goals for Asterand. 
Building a Strong Board and Effective Corporate 
Governance
At the start of 2008, we set out to bring individuals onto the board 
with compelling and relevant industry experience. I am pleased to 
report that Peter Coggins, Jonathan Fleming, Jill Force, Ian Ratcliffe and 
Bob Salisbury agreed to join us during the year. Collectively they have 
brought senior level operating experience in building great companies, 
raising capital, financial and legal expertise, complementary life science 
technology such as stem cells and a track record of success from selling 
into our exact customer base. In addition, on 5 January 2009, Asterand’s 
Chief Financial Officer, John Stchur, was appointed as an Executive 
Director to the Board.
Combining the complementary skills of this strong board with the 
leadership that Martyn Coombs and his management team have brought 
to the Company provides us with the expertise necessary to aggressively 
guide the Group as it pursues its strategic objectives. 
In conjunction with these changes, David Lee, John Cullinane Jr., 
David A. Jones, Ron Long and Mina Sooch resigned their positions as 
Non-Executive Directors. David, John, David, Mina and Ron have made a 
substantial difference to Asterand at a key point in our journey. I would 
like to warmly thank them for their insight and guidance over the last 
several years and wish them well in their future endeavours. 
Chairman’s Statement
Close, Transparent Relationships with our 
Shareholders
Over the last eighteen months, we have set out to clearly communicate 
our strategy, and then to be consistent and transparent in our actions. 
We have also sought to understand the perspectives of our major 
shareholders.
On 26 November 2008, the Company successfully completed a placement 
of 2.7 million Ordinary Shares with a nominal value of 5p each at a 
placing price of 15p each. These shares were placed with Chrysalis 
Ventures II, L.P. and raised gross proceeds of £405,000. The share price 
of this placing represented a 25% premium to the previous day’s closing 
share price. We believe the completion of this placement at a premium 
share price in the midst of a challenging global economic market serves 
as further affirmation of Asterand’s corporate strategy and future growth 
potential, and also of our shareholders’ confidence in us.
The Group has also made progress towards improving its visibility 
within the investor community. As a result, we are proud to report that 
Asterand plc ended the year as the top performing stock on the London 
Stock Exchange and won the award of “Best Performing Share 2008” at 
the annual Financial Times PLC Awards.
Alignment of Objectives of managers, employees 
and shareholders 
We continue to implement our plans for granting share options to 
Asterand’s employees. During 2008, we granted a total of 719,000 
shares through our Long Term Incentive programme. We believe share 
options improve our ability to retain key employees as well as ensure 
that all of our employees maintain the same goals as our shareholders. 
Every employee at Asterand has received shares under this program 
allowing them to own a part of the Company they work for and to 
benefit from the growth and success that they are building. 
Positive Outlook
2008 was a year of substantial progress for Asterand. The advances 
in our business came on many fronts including a dramatic growth in 
revenues, achieving positive cash flow for the first time in Company 
history, and substantial improvement in operational efficiencies. I’d 
like to take this opportunity to thank each and every employee of 
our company for their hard work, dedication and commitment which 
achieved these impressive results.
In conclusion, Asterand is extremely well-positioned as a supplier of 
human tissue-based solutions to pharmaceutical and biotech companies 
and to government researchers. Our goal is to meet our global customers’ 
expanding needs with turn key solutions and unmatched customer 
service in order to build on our worldwide leadership position.
Jack Davis 
Chairman, Asterand plc 4
Asterand plc - Annual Report and Financial Statements 2008
Chief Executive’s Business Overview
In the US, the National Cancer Institute has stated that the lack of 
availability of appropriately collected and annotated human 
tissue is one of the major barriers to the development of new cancer 
therapies.
At Asterand, we are trying to change this.
Our customers are large, global pharmaceutical companies, striving to 
discover and develop new drugs. Not just for cancer, but for many diseases. 
Our customers use human tissue in target discovery, in validating new 
compounds (safety, efficacy), in the search for biomarkers, in the quest 
for personalised medicine. Demand is growing strongly. 
At Asterand, we collaborate closely with our customers. We marry our 
customers’ requirements with our ability to source and annotate the 
human tissue. Increasingly, we carry out the experiment on the human 
tissue ourselves, using our customers’ candidate compounds.
We are not a drug discovery Company – we are a solutions Company.
We have had a very good year in 2008. Our core revenue increased by 
46% (at constant exchange rates) to £11.8 million. We became profitable 
for the first time as a plc, our core business (excluding licensing and gain 
on insurance proceeds) showing EBITDA of £1.7 million (a £3.2 million 
improvement on the previous year). On top of this, we successfully out-
licensed select compounds to Allergan, in a deal that included an upfront 
payment to Asterand of $6.25 million (£3.4 million). As a result, our total 
EBITDA profit for 2008 was £3.8 million; our cash position at the end 
of 2008 was £6.9 million, with no long term debt and an as yet unused 
credit line.
So, how was this achieved?
In June 2007, shortly after I joined the company, we announced a strategic 
plan. The key tenets of our strategy were to enhance our selling model 
by developing more collaborative relationships with our key customers; 
to improve the Company’s tissue supply logistics to ensure availability 
of the specimens our clients need most; and to increase the Group’s 
operational efficiency to reduce our costs and improve profitability. I am 
pleased that we are making significant progress in these areas. 
We replaced   six of the eight members of our international sales 
team in the third quarter of 2007. We also formed an alliance with 
Eolas Biosciences to improve our presence in Japan. We now have 
an experienced, high performing commercial team, and have had 
no staff turnover in this team in 2008. We sought more intimate 
relationships with our customers, formed via a consultative 
approach tied with a global key account perspective and where 
appropriate involved our scientists to improve our understanding 
of our customers’ needs. At the end of 2008, the company had 
eleven global master service agreements (MSAs) in place with major 
pharmaceutical and biotech clients, seven of which were signed 
in the last two years. Our global MSAs designate Asterand as the 
preferred provider for human tissue solutions at all of these clients’ 
sites. Furthermore, Asterand’s client base now extends into nearly 
all of the top 30 pharmaceutical companies.  
  We completed an initial $2.9 million contract with the US Department 
of Defense (DoD) to review, assess and provide recommendations 
on the optimal research use of its specimen repository. The 75 
million samples within this repository span the period from 1917 
to the present and represent some of the rarest diseases known 
to mankind. We are pleased to have completed this assessment 
swiftly and successfully. Our recommendations will influence the 
development of the DoD’s proposals to attain the best use of these 
samples in the future. In addition, this contract has served as the 
foundation for a new human tissue related service offering for the 
Company. We now intend to utilise the expertise we’ve developed to 
offer consultancy services to leading companies and institutions on 
the development and management of their biorepositories.
The Company continued the implementation of a LEAN Six Sigma  
program throughout its lab operations throughout 2008. The 
standardisation of key processes resulted in improvements to 
lab processing...increasing sample throughput by 79% utilising 
essentially the same number of staff in the lab. Further improvements 
during 2008 resulted in an additional 43% reduction in time spent 
on this key process. We plan to undertake reviews in other key areas 
of the business in 2009. 
During 2008, we sought to unlock value from our dormant therapeutic  
portfolio. As I previously mentioned, Asterand successfully executed a 
licensing agreement for our R99 eye disease programme to Allergan. In 
addition to the upfront payment, the agreement also includes provisions 
for success based milestone payments that could push the realised 
value of the agreement to $56 million (plus royalties). In January 2008, 
we announced that a compound we had previously out-licensed to BTG 
successfully entered a placebo/controlled Phase I study to assess its 
safety, tolerability and pharmacokinetic profile in healthy volunteers. 
We believe that there is additional value within our portfolio and we are 
now seeking partners for these therapeutic programmes. 
In 2007, we changed all of our management team with the  
exception of one person. We changed the CEO, the CFO, the US 
General Manager, the VP of Sales and Marketing and the heads of 
scientific development. We have kept this same core team together 
throughout 2008; I now feel that we are hitting our stride.  5
Asterand plc - Annual Report and Financial Statements 2008
We were pleased to be named one of the top 20 “Best Places to  
Work” for 2008 in a survey conducted by The Scientist magazine 
which ranked more than 200 healthcare/life sciences companies in 
the United States and Europe. The award serves as a validation of 
our efforts to create a vibrant, challenging environment where our 
employees feel appreciated for their contributions in helping our 
customers develop new therapies against disease.
In the latter half of 2008, the world experienced an unprecedented 
economic crisis. Our strong results have been achieved even in the midst 
of this. So far at least, we appear to be recession resistant; the reasons 
that companies need to use our services appear to be increasing, not 
decreasing. We will continually monitor lead indicators of demand, and 
also the impact of merger activity on our client base.
Going forward, we plan to continue our focus on customer intimacy; 
on effective logistics; on management and employee development; and 
on releasing value from our IP portfolio. We will particularly focus on 
strengthening our links with the hospitals with which we collaborate, 
and on establishing new such global collaborations.  We hope to grow 
organically along with the total market, and also to grow by penetrating 
the market that has previously been met by academic institutions (which 
we estimate at 70% of the total).
In addition to organic growth, our strong cash position and cash 
generative business model gives us a runway for further investments 
in the core business and/or potential mergers and acquisitions. We are 
now prudently assessing our options.
Our goal is to meet our customers’ needs in this space, to become the 
clear leading company and to build sustained profitability and growth, 
whilst at the same time making a difference in the lives of ordinary 
people. We believe that the exceptional progress Asterand has exhibited 
during 2008 will serve as a foundation for the Group’s continued success 
in 2009 and beyond.
Martyn Coombs 
CEO, Asterand plc
“These are strong results. The strategy 
that we put in place in the second half 
of 2007 is now starting to show results. 
We have doubled our revenues, our core 
business grew at 46%, and we became 
profitable for the first time as a public 
company. Not just marginally profitable: 
our EBITDA was £3.8 million. Going 
forward, we intend to continue our 
strategy.
In addition to organic growth, our 
strong position gives us a runway 
for further investments in the core 
business and/or potential mergers and 
acquisitions. We are now prudently 
assessing our options.” 6
Asterand plc - Annual Report and Financial Statements 2008
Financial Review
Results for the year ended 31 December 2008
Revenue for the Group reached £15.2 million (2007: £7.6 million) an 
increase of 82% over revenues in 2007 at constant exchange rates. 
The growth in revenue is principally attributed to an increase in the 
supply of tissue samples during the year and the completion of a 
consulting contract with the US Department of Defense to assess and 
provide recommendations for the Armed Forces Institute of Pathology’s 
Biorepository. In addition, the Group recognised revenues of £3.4 million 
($6.25 million) for a technology access fee from Allergan for licensing 
of the Group’s R99 programme for eye diseases. Although new drug 
development is no longer a core activity of the business, the Group 
continued a program to attain maximum value from its existing 
Therapeutics portfolio through outlicensing activities.
The Group’s cost of sales was £6.6 million (2007: £4.1 million), leading 
to a gross profit for the year of £8.6 million (2007: £3.5 million). As a 
result, gross margins were 56% (2007: 46%). The improvement in 
gross margin is due to continued improvement in tissue and contract 
drug discovery research as well as positive gross margin contributions 
from licensing. Excluding revenue from licensing, the gross margin was 
55% (2007: 44%). The Allergan revenue gross margin was 61% on 
a standalone basis. Cost of goods sold associated with the Allergan 
agreement were comprised of legal and professional fees as well as 
patent related expenses that were incurred to prepare the compounds 
for licensing.
At 31 December 2008, the biobank inventory was valued at £4.5 million 
(31 December 2007: £2.8 million). In 2007, the Group adopted a new 
inventory accounting policy to value its inventory of biological materials 
and related clinical data (“biobank”). Under the policy, costs incurred 
for tissue acquisition, quality control testing and tissue processing are 
capitalised as an asset. The Board believes that this policy appropriately 
values the Group’s biobank asset and accurately matches costs of goods 
sold to revenues in the same period. £1.1 million of the increase in 
the value of the biobank inventory was directly due to foreign currency 
exchange difference between the US dollar and the UK Sterling. As with 
all inventory, the Directors will continue to review the policy to ensure 
that the biobank is valued at lower of cost or net realisable value.
R&D expenses were £0.3 million (2007: £0.7 million). All 2008 R&D 
expenses relate to improvements to new product offerings to support 
the Group’s focus on the business of human tissue supply and human 
tissue based research services.
Selling and distribution costs were £1.8 million (2007: £1.7 million). 
These costs relate to sales staff salaries, commissions and marketing 
expenses and have increased modestly in relation to the increase in 
sales.
Total general and administrative expenses were £3.3 million 
(2007: £3.2 million). General and administrative expenses are analysed 
on the income statement into those relating to exceptional costs and 
those to normal operations. Exceptional general and administrative 
costs were £0.3 million (2007: £0.6 million). These expenses relate to 
restructuring costs incurred by the Group during the year. General and 
administrative costs relating to normal operations were £2.9 million 
(2007: £2.7 million). The resulting profit for the year was £3.9 million, a 
£5.8 million improvement over 2007 (£1.9 million loss).
With the restructuring now complete, the Directors consider that the 
functional currency of Asterand plc (the Group’s parent company) 
changed from Sterling to the US dollar at the beginning of 2009. 
This change reflects the increasing influence of the US Dollar on the 
Company’s operations. The presentational currency of the Company and 
the Group will also be changed to the US Dollar effective 1 January 
2009.
Though it is a non-IFRS measure, the Directors and management 
monitor earnings before interest, taxes, depreciation and amortisation 
(“EBITDA” – excluding exceptional general and administrative expenses) 
closely as a metric to measure progress of business operations towards 
profitability and positive cash flow. The EBITDA profit for 2008 was 
£3.8 million, a £5.0 million improvement over 2007 (£1.2 million loss).
Financing & Liquidity
The Directors monitor the cash flow and cash resources closely. During 
2008, the Group was cash flow positive and experienced a significant 
improvement in its cash on hand. 
At 31 December 2008 the Group had cash and cash equivalents of £6.9 
million (2007: £2.2 million). The increase of £4.7 million from 31 December 
2007 is principally due to cash generated by operations (£4.3 million) 
which included the receipt of a technology access fee and proceeds from 
a share placing included in cash flow from financing activities. 
The Group currently has a £2.0 million working capital line of credit with 
Silicon Valley Bank that expires on 16 April 2009. The Company is in 
discussion to renew the facility for an equal or greater amount.
Outlook
During 2008 the Group made progress by improving revenue growth, 
recognizing a profit, and generating positive cash flow.
In 2008, core business revenue (i.e. excluding licensing payments from 
Allergan), was £11.8 million, an increase of 46% (at constant exchange 
rates). This revenue benefited from: 7
Asterand plc - Annual Report and Financial Statements 2008
A consultancy contract to AFIP, which was completed in 2008 and  
for which we recognised £1.3 million. We will seek similar work in 
2009, although this is not guaranteed at this point.
Revenue to a major client of £2.6 million, which we expect to not  
exceed £2.3 million for 2009. Again, we will seek further similar 
work, although this is not guaranteed.
The base business is growing strongly; we are augmenting our lines of 
supply, and adding additional sales representatives. A market review 
of our service offering was completed in Q3 of 2008 and as a result 
a restructuring of our services business was completed in December 
2008, and we intend to launch new service offerings in 2009. The Group 
has inculcated a culture of continuous improvement in operational 
efficiencies, and lean six sigma reviews now occur on a continual basis. 
Our team has turned around the company in the last eighteen months 
and we are optimistic for the future. Together these strategies are 
designed to lead the Group to attain our financial objectives which 
include growth and sustained profitability.
John Stchur, CPA 
Chief Financial Officer
“The focus of the Group is 
sustained profitability and 
growth of the business.” 8
Asterand plc - Annual Report and Financial Statements 2008
Our Business
Asterand plc is the leading global supplier of high quality, well 
characterised human tissue and human tissue-based research services 
to pharmaceutical companies. We are experts in the procurement, 
assessment, characterisation and use of human biospecimens. We 
employ our scientific knowledge, products and services to assist clients 
in the selection of drug candidates with an increased likelihood of 
clinical success.
Models and methods to improve drug discovery
Asterand’s human tissue-based solutions are directed at reducing the 
critically high failure rate of compounds in clinical trials. Pharmaceutical 
researchers have always known that animal models do not provide a 
complete guide to drug response in humans. These differences may 
provide foresight into the performance of a drug during clinical trials. 
Thus, the incorporation of human tissue-based models at all stages of 
the discovery process is gaining acceptance as scientists seek methods 
to improve decision making during the development of medicines. 
Today, Asterand products and services are used at each stage of drug 
development from target identification to pre-clinical research.
Our product offering
Asterand offers human tissues, biofluids and derivatives for research 
use. Our XpressBANK™ biobank contains several hundred thousand 
specimens from a broad range of therapeutic areas, offering rapid delivery 
of specimens that best meet the research requirements of our clients. 
Each specimen is accompanied by thorough disease characterisation 
and detailed clinical information making these samples especially well 
suited for drug discovery research. 
In addition, Asterand offers human tissue based drug discovery research 
services on a fee for service basis. The PhaseZERO® services platform 
leverages our unparalleled experience in human tissue based research. 
With more than 10 years experience, we have an established track 
record of providing these services to over eighty clients from major 
multinational drug development companies.
Asterand’s expertise in the area of biomaterial collection, processing and 
storage is renowned. We recently completed a one year, $2.9 million 
contract with the US Department of Defense (DoD) to review and assess 
its specimen repository. We are expanding our services to provide 
recommendations on the best practices within the field to pharmaceutical 
companies, academic and research institutions. We believe this service 
will be an attractive product offering that will allow us to gain even 
greater insight into our customers human tissue solution needs.
Through our heritage of drug development, Asterand owns several 
therapeutic programmes. Although we have ceased investment in 
these programmes, out-licensing offers us the opportunity to further 
advance these programmes whilst maintaining focus on our core 
business. To date, we’ve licensed migraine compounds to BTG and an 
eye disease programme to Allergan. Thus far, Asterand has received 
more than £4.2 million in licensing fees, royalties and milestone 
payments. We continue to seek alliances to capture additional value 
from this portfolio. 
Growing Leadership
Asterand’s extensive expertise allows for a comprehensive approach to 
meet the research needs of drug development companies. The Group 
will continue to leverage this expertise to become the predominant 
leader in the market for human tissue based research whether clients 
require biospecimen procurement, contract research services or biobank 
management. 9
Asterand plc - Annual Report and Financial Statements 2008
Assessing the Efficacy of Drugs Using 
PhaseZERO
®
 Drug Discovery Services 
A Customer Case study:
Drug Effects on Diabetes, Obesity and 
Metabolic Syndrome 
Type 2 diabetes affects over 200 million people worldwide and present 
therapies are based mainly on increasing glucose absorption in peripheral 
tissues. An alternative approach to effective management of the disease 
is enhancement of insulin secretion from the pancreas. Assessment of 
the effects of compounds acting in this way in human isolated pancreatic 
islets can support pre-clinical drug discovery and development and build 
confidence in the selection of suitable clinical candidates. 
Asterand has developed an assay to study the effects of drug candidates 
on glucose-stimulated insulin secretion (GSIS) from human isolated 
pancreatic islets in vitro to meet the needs of clients developing drugs 
for diabetes, obesity and metabolic syndrome.
The Problem: 
TransTech Pharma had encouraging clinical data for a small molecule 
agonist of the glucagon-like peptide 1 (GLP-1) receptor, but needed to 
confirm its activity in vitro. Asterand tested this drug candidate in the 
GSIS assay. 
Asterand Services Solution: Asterand’s PhaseZERO® Drug Discovery 
Services perform a variety of human cell-based assays to generate data 
that support the identification and selection of compounds with the best 
characteristics for further pre-clinical and clinical development. Studies 
can be designed to determine the potency, effect, and safety of test 
compounds in human tissues and cells. Data generated in human tissue-
based models allow pre-clinical go/no-go decisions for drug candidates 
and formulations to be taken with more confidence for getting the right 
compounds into the clinic.
Freshly isolated pancreatic islets were used in this study. The functionality 
of the islets was tested by measuring their response to increasing 
concentrations of glucose. The insulin secretagogue GLP-1 was used as 
a positive control.
Outcome: 
In the GSIS assay, compound Z caused concentration-dependent 
stimulation of insulin secretion in the presence of 6.7mM glucose. This 
effect was similar to that observed with the control secretagogue GLP-1 
and confirms that compound Z does increase secretion of insulin from 
pancreatic islets. These data gave our client confidence in the relative 
activity of their lead compound and could provide mechanism of action 
support for an NDA filing on compound Z.
Effect of glucose, GLP-1 and client’s compound Z on insulin secretion from 
isolated pancreatic islets. Compound Z and GLP-1 stimulated insulin secretion 
in the presence of 6.7mM glucose. “SS-X”, “SS-Y” and “SS-Z” indicate statistical 
significance. 10
Asterand plc - Annual Report and Financial Statements 2008 Asterand plc - Annual Report and Financial Statements 2008
Board of Directors
Ian Ratcliffe – Non-Executive Director 
Ian Ratcliffe was appointed as a Non-Executive Director of Asterand plc in May 
2008. He is currently President and CEO of Stemgent Inc. a Boston, MA based 
company, focused on the development and sale of novel consumable reagents 
for use in stem cell research. Prior to Stemgent, Mr. Ratcliffe was President of 
Upstate, a leading provider of cell signaling research products and services. He also 
previously served as the company's COO, CFO and EVP of Sales and Marketing. 
In his final post as President, Mr. Ratcliffe was instrumental in facilitating the 
acquisition of Upstate by Serologicals Corp. in September 2004 and he served 
as President of the Upstate division until May 2005. Mr. Ratcliffe has a degree 
in Chemical Engineering from University of Surrey Guilford, Surrey, England and 
an M.B.A. from the University of Virginia. Mr. Ratcliffe is Chairman of Enzymatics 
(Boston), a manufacturer of molecular biology reagents, and Director of Global 
Cell Solutions (Charlottesville, VA), a biotech firm commercializing proprietary 
3D cell culture technology. 
Executive Director 
Martyn Coombs – Chief Executive Officer & Executive 
Director
Martyn Coombs was appointed as CEO and Director of Asterand plc in March 
2007. Prior to joining Asterand, Mr. Coombs worked for Amersham plc for nine 
years in various senior roles. He led global logistics during Amersham's period 
of rapid growth and merger activity in which the company's revenue tripled in 
size to £1.4 billion. Subsequently he served in Japan for five years as Executive 
Vice President of Nihon Medi-Physics Co. Ltd, a $300 million revenue Joint 
Venture between Amersham and Sumitomo Chemical. Mr. Coombs served on 
the Board of Nihon Medi-Physics Co. Ltd as Amersham's only Executive Director, 
and concurrently as President in Amersham KK. Mr. Coombs has also served 
as President of PerkinElmer Japan, a subsidiary of PerkinElmer, Inc. He holds a 
degree in Mathematics, and an MBA from Warwick Business School. 
Chairman 
Jack Davis – Non-Executive Director 
Jack Davis was appointed as Chairman of Asterand in May 2008. He was previously on the Board of Asterand Inc. prior its merger 
with Pharmagene plc. He also serves on the Boards of Cytologix, Inc., Repromedix (Chairman), Claros, Inc., Collages.net, Inc. 
and Laboratory Partners, Inc. Mr. Davis co-founded Dianon Systems, a company that specializes in providing pathology services, 
holding the position of CEO, Chairman and Director. He has also served as CEO and Director of Calpyte Biomedical Corporation, 
Genica Pharmaceuticals and Infant Advantage, Inc. For over 15 years, Mr. Davis served in various executive positions with Abbott 
Laboratories, the last being Vice President and General Manager of Worldwide Diagnostic Products. 
Jonathan Fleming – Non-Executive Director
Jonathan Fleming was appointed as a Non-Executive Director of Asterand plc in September 2008. Since 1996, he has been a 
General Partner of Oxford Bioscience Partners and currently serves as the Managing General Partner. Oxford Bioscience Partners is 
an international venture capital firm with more than $900 million under management that specializes in life science technology based 
investments. Prior to joining Oxford Bioscience Partners, Mr. Fleming was a founding General Partner of MVP Ventures (Boston, MA) and 
a co-founder of Medica Venture Partners (Israel). He currently serves as a Director on the Boards of Leerink Swann Investment Trust 
(Boston, MA), RailRunner NA Corp (Lexington, MA), Enanta Pharmaceuticals (Watertown, MA), Radius Pharmaceuticals (Cambridge, 
MA) and Molecular Biometrics (Norwood, MA). Mr. Fleming holds a BA from the University of California, Berkeley and a MPA from 
Princeton University. 
Standing from top left 11
Asterand plc - Annual Report and Financial Statements 2008 Asterand plc - Annual Report and Financial Statements 2008
Executive Director 
John Stchur – Chief Financial Officer
John Stchur was appointed as a Director in January 2009. He joined 
Asterand Inc. in 2002 and led the Company through two rounds of 
venture funding and listing on the London Stock Exchange by means of 
a reverse merger (with Pharmagene plc) to form Asterand plc in January 
2006. He was appointed Chief Financial Officer and Corporate Secretary 
of the new Group in 2007. Prior to joining Asterand, Mr. Stchur served 
as Vice President of Finance for Big Net Holdings, a telecommunications 
company and as an auditor for PricewaterhouseCoopers L.L.P. Mr. Stchur 
is a certified public accountant with a degree in Business Management 
from the University of Maryland and a Master’s of Science Degree in 
Accounting from Walsh College.
Seated from bottom left
Robert Salisbury – Non-Executive Director 
Robert Salisbury was appointed as a Non-Executive Director of Asterand 
plc in June 2008. Mr. Salisbury has more than 20 years of experience in 
the pharmaceutical industry. Previously, he was Executive Vice President 
& Chief Financial Officer of Pharmacia & Upjohn Inc (Windsor UK) and 
as such had full responsibility for the finance, corporate strategy, human 
resources, investor relations & corporate communication functions within 
the company. In this capacity, he was integral to implementation of the 
post-merger global integration of the two companies across its units and 
subsidiaries within 48 countries. Mr. Salisbury has extensive investor 
contacts through his involvement in Pharmacia's $4 billion secondary 
stock offering and other investor relations activities. Mr. Salisbury 
has a degree in Finance and an M.B.A. from Florida State University. 
Mr. Salisbury is currently a Director and Chair of the Audit Committee at 
Enzon Pharmaceuticals Inc (Bridgewater, NJ). 
Dr. Peter Coggins – Non-Executive Director 
(Senior Independent Director)
Peter Coggins was appointed as a Non-Executive Director of Asterand 
plc in April 2008. Dr. Coggins has thirty-five years experience in the 
biotechnology and life science industry. Previously he was President of 
PerkinElmer Inc. Life and Analytical Sciences, and as such had full P&L 
responsibility for a business with sales of $1.2 billion and staff of 4,200. 
In this capacity he also served as a Corporate Officer and a member 
of the Executive Committee. Prior to PerkinElmer, Dr. Coggins served as Executive VP Global Sales, at Amersham Biosciences. 
Dr. Coggins is a past Chairman of ALSSA (Analytical & Life Science Sciences Association), a former advisory committee member to 
the U.S. Secretary of Health and Human Services, and is currently a Director on the Board of deltaDOT Ltd (London). Dr. Coggins 
holds a first degree and a Ph.D. in Zoology from Chelsea College, University of London.
Jill Force – Non-Executive Director
Jill Force was appointed as a Non-Executive Director of Asterand plc in June 2008. Ms. Force is currently a Partner with The Allegro 
Group, Inc. (Louisville, KY) which provides interim management and business advisory services to public and private healthcare 
companies as well as equity and venture capital firms. Prior to this position, she served as Executive Vice President, General Counsel 
and Chief Administrative Officer for LifeCare Holdings, a privately held company that operates 20 long term acute care hospitals. 
Ms. Force spent 10 years as SVP, General Counsel and Corporate Secretary for Vencor, Inc. (now Kindred Healthcare, Inc.) where she 
was part of a team that grew the company from one hospital to a Fortune 500 operator of hospitals, nursing facilities and contract 
medical services. Ms. Force is a certified public accountant and an attorney with a degree in Political Science from Miami University, a 
Master of Science in Accounting from Georgetown University and a Juris Doctorate from the University of Louisville School of Law.  12
Asterand plc - Annual Report and Financial Statements 2008
Additional Directors Who Served  
During 2008
David Lee – Non-Executive Director
David Lee was appointed as a Non-Executive director of Pharmagene plc 
in April 2000 and as Chairman in May 2003. He served as Chairman of the 
Company following its merger with Asterand, Inc. in January 2006 and its 
re-naming as Asterand plc. Mr. Lee has thirty years Board level experience 
in the Information and Communications Technology sector. His early 
experience included senior financial and general management roles with 
ITT and Olivetti. As the Chief Executive Officer of LSE listed Acorn Group 
plc between 1995 and 1998, he led the Group’s transformation from 
educational ICT supplier to technology developer and licenser focused 
on the markets for digital iTV and intelligent information appliances. 
During this period he also served as a Non-Executive Director of ARM 
Holdings plc at the time of ARM’s Initial Public Offering with a dual listing 
on LSE and NASDAQ.
Since 1999, Mr. Lee has pursued a career as a pluralist Non-Executive 
Director. In this capacity, he has served on the boards of eight LSE listed 
companies and participated in several IPOs, secondary fund raisings, 
acquisitions and disposals. Currently, he also serves as Chairman of 
Tadpole Technology plc. Mr. Lee resigned from the Board in May 2008.
Ronald Long – Non-Executive Director  
(Senior Independent Director)
Ronald Long was a Non-Executive Director of Asterand plc. He was 
previously on the Board of Pharmagene plc prior to its merger with 
Asterand. Mr. Long joined the Board of Amersham plc in August 1990 
as Commercial Director. He went on to be appointed Managing Director, 
Life Sciences in 1996 and CEO for Amersham Pharmacia Biotech from 
1997 until June 2000. He was then appointed Vice Chairman of the 
group until his retirement from Amersham in June 2001. Prior to joining 
Amersham, Mr. Long worked for 22 years with The Wellcome Foundation 
Ltd, holding Divisional Director appointments in Wellcome Biotechnology 
Limited and Coopers Animal Health Limited. Prior to leaving Wellcome in 
1990 he was Group Managing Director of Calmic International Limited, a 
wholly owned subsidiary of The Wellcome Foundation Ltd. He is presently 
chairman of KuDOS Pharmaceuticals Limited, Chairman and CEO of 
Procognia Limited, Deputy Chairman of The Automation Partnership 
plc, a Non Executive Director of Gyros AB and a Non Executive Director 
of Biacore International AB. Mr. Long resigned from the Board in 
February 2008.
John Cullinane Jr. – Non-Executive Director
John Cullinane was a Non-Executive Director of Asterand plc. Mr. Cullinane 
has been in the venture capital industry for twenty years. He was 
previously an investment manager at Oxford Bioscience Partners and 
is a former partner in two venture funds: Cullinane & Donnelly Venture 
Partners and the Connecticut Future Fund. Mr. Cullinane resigned from 
the Board in June 2008.
David Jones Jr. – Non-Executive Director
David Jones was a director of Asterand plc from 2003-2008. Mr. Jones is 
Chairman and Managing Director of Chrysalis Ventures, LLC, a provider 
of equity capital for growth companies principally in the southern and 
mid-western United States. Chrysalis is a shareholder in Asterand. 
Mr. Jones is also the Non-Executive Chairman of Humana Inc., which is 
traded on the NYSE. He has served on the Humana Board since 1993. 
Previously, Mr. Jones practiced law which included a period of service 
with the US Department of State’s general counsel’s office in Washington 
DC. Mr. Jones resigned from the Board in September 2008.
Mina Sooch – Non-Executive Director
Mina Sooch was a Non-Executive Director of Asterand plc. She served 
on the Board of Asterand Inc. prior to its merger with Pharmagene plc. 
Ms. Sooch is a founder and managing partner at Apjohn Ventures, a 
Michigan based life sciences venture capital fund with nine portfolio 
investments. Ms. Sooch has co-founded with her partners at Apjohn 
Group several early stage biotech companies in Michigan including 
Afmedica and ProNAi. Ms. Sooch serves as a Board member and 
President-Elect of the Michigan Venture Capital Association. Prior to 
2001, she spent 8 years with the Monitor Group, a strategy consulting 
firm, where her last position was as global account manager. She 
advised mid-cap and large-cap healthcare companies on strategy and 
M&A transactions, notably working on the merger of Pharmacia and 
Upjohn in 1995. She began her career with several years in research and 
development at The Ford Motor Company, Dow Chemical and Proctor 
and Gamble. She holds an MBA from Harvard and BS summa cum 
laude in Chemical Engineering from Wayne State University. Ms. Sooch 
resigned from the Board in June 2008. Asterand plc - Annual Report and Financial Statements 2008
13 Committees of the Board
Copies of the Audit Committee, Remuneration Committee and 
Nomination Committee Terms of Reference are available from our 
Company Secretary at the address below. 
Mr. John Stchur, CPA 
Asterand plc 
2 Orchard Road,  
Royston, Herts, SG8 5HD, United Kingdom 
Remuneration committee
At the beginning of 2008, the remuneration committee was chaired by 
Ronald Long and included Jack Davis and David Jones. On 18 February, 
in conjunction with his resignation from the Board of Directors, Ronald 
Long vacated his chair and membership on the committee. On 27 August 
2008, Peter Coggins and Ian Ratcliffe joined the committee and Peter 
Coggins was appointed chair. On 2 September 2008, in conjunction with 
his resignation from the Board of Directors, David Jones vacated his 
membership on this committee. The remuneration committee meets at 
least twice a year. The functions of the remuneration committee and its 
policy on remuneration are detailed on pages 17 to 22. The remuneration 
committee met formally on three occasions during the year at which all 
members were present.
Audit committee
At the beginning of 2008, the audit committee was chaired by Jack Davis 
and included Ronald Long and John Cullinane Jr. On 18 February 2008, 
in conjunction with his resignation from the Board of Directors, Ronald 
Long vacated his membership from this committee. On 7 May 2008, 
in conjunction with his appointment as Chairman of the Board, Jack 
Davis resigned his chairmanship of the audit committee. Jack Davis 
maintained his membership of the audit committee until 27 August 2008. 
On 17 June 2008, in conjunction with his resignation from the Board 
of Directors, John Cullinane resigned his membership in the audit 
committee. On 27 August 2008, Jill Force was appointed chair and Robert 
Salisbury joined as a member of the committee. On 2 September 2008, 
Jonathan Fleming joined the audit committee as a member. The Board is 
satisfied that all members of the audit committee who served during the 
year have recent and relevant financial experience. Although Jonathan 
Fleming is not considered to be independent of shareholders because 
he is a partner of Oxford Bioscience Partners, a fund with a significant 
shareholding in the Company, he is independent of management and 
was nominated to the committee because of the depth of his financial 
experience and knowledge.
This committee meets at least four times a year to review the scope and 
results of the audit and the Group’s accounting policies and financial 
reporting.
The committee reviews the external auditors’ independence and the 
effectiveness of the audit process together with the engagement of 
external auditors to supply non-audit services. The committee also 
has primary responsibilities for making recommendations on the 
appointment, reappointment and removal of the external auditors.
The committee also reviews the Group’s annual and interim reports (and 
any announcements relating to financial performance) and provides a 
forum through which the Group’s external auditors report to the Board. 
Members of executive management and the Group’s auditors are also 
invited to attend audit committee meetings as appropriate. At least 
once a year, the committee meets with the auditors with no Executive 
Directors present.
The audit committee and the Board have considered the need for an 
internal audit function and concluded that, for the Group at its current 
stage of development, such a function is not required.
Corporate Governance Report
The Combined Code
The directors have set out below and in the Remuneration Report on 
pages 17 to 22 how the principles of the Combined Code on Corporate 
Governance (the “Combined Code”) published in June 2006 have been 
applied and the extent to which the Group has complied with the best 
practice provisions as set out in Section 1 of the Combined Code.
Board of Directors
As at 31 December 2008 the Board of directors comprised the Chairman, 
one Executive Director and six Non-Executive Directors.
Changes to the board during 2008 included the addition of Peter 
Coggins, Ian Ratcliffe, Jill Force, Robert Salisbury and Jonathan Fleming 
as Non-Executive Directors and the resignations of Ronald Long, David 
Jones, John Cullinane Jr. and Mina Sooch as Non-Executive Directors. 
On 7 May 2008, David Lee resigned as Chairman and Jack Davis was 
appointed to this post. On 5 January 2009, John Stchur was appointed 
as an Executive Director. Biographical details of current Directors are set 
out on pages 10 and 11.
The Directors have a considerable breadth and depth of relevant 
experience and each brings an independent judgement to bear on 
matters of strategy, performance, resources and standards of conduct. 
Appropriate training is made available to Directors to assist them in the 
discharge of their duties and each has access to the advice and services 
of the Company Secretary. The appointment or removal of the Company 
Secretary is a matter reserved for the Board. Procedures have been 
established for Directors to take independent professional advice at the 
Company’s expense.
The Board met formally on five occasions during the year to consider 
all significant issues as well as matters reserved specifically for Board 
consideration. All members were present at each of these meetings. 
Separate sessions with the Chairman and Non-Executive Directors 
without the Executive Directors being present were held at each of the 
meetings during the year. There is a formal schedule of matters reserved 
to the Board for its decision, including the determination and monitoring 
of Group strategy, the consideration and approval of significant 
transactions, resource commitments and major capital expenditure 
programmes, the approval and monitoring of progress against budgets, 
the implementation and monitoring of risk management and internal 
control policies and the consideration and approval of annual and interim 
financial statements.
Certain Board responsibilities may be delegated to committees of the 
Board. Appropriate information is provided to the Board in advance of 
Board meetings and the Chairman ensures that all Directors are properly 
briefed on issues arising at Board meetings.
The roles of Chairman and Chief Executive Officer are separate. Ronald 
Long was identified as the senior independent Director until 18 February 
2008. On that date, Jack Davis was identified as the senior independent 
Director and continued to hold that role until he was appointed 
Chairman on 7 May 2008. At that time, Peter Coggins was identified as 
senior independent Director and he held that role during the remainder 
of 2008.
The Board considers that each of Jack Davis, Peter Coggins, Jill Force, 
Ian Ratcliffe and Robert Salisbury are independent of the management 
and free of any business or other relationships which could materially 
interfere with the exercise of independent judgement.
The Board considers that Jonathan Fleming is not regarded as an 
independent Director since he is a partner of Oxford Bioscience Partners, 
a fund with a significant shareholding in the Company. However, he is 
considered independent of management.
14
Asterand plc - Annual Report and Financial Statements 2008 Meetings of Non-Executive Directors
The Non-Executive Directors meet informally at least once annually 
without the Chairman being present to appraise the Chairman’s 
performance. The Non-Executive Directors meet at least annually 
without the Executive Director(s) present.
Performance evaluation
A formal evaluation of Board effectiveness was completed in 2008. 
The results of this evaluation were collated including comments and 
areas of concern from members. The results were then distributed to 
Board members for consideration and action as necessary.
Whistleblowing
The Group maintains a whistleblowing policy. Under the policy, all staff 
members have direct access to the Company Secretary, CEO, Chairman 
and Senior Independent Director in the event that he or she feels that 
a disclosure cannot be made via the usual management channels. 
In addition, the Company has established a toll-free hotline where 
employees can submit information anonymously. 
Statement of compliance
The Board has complied with the relevant principles and provisions of 
the Combined Code throughout the period under review save in respect 
of the following matters:
Code Provision C.3.1
Due to the timing of changes in Board memberships during the year, 
there was a short period during which the Audit Committee did not 
comprise at least two non-executive directors. 
Jonathan Fleming was appointed as a member of the Audit Committee 
during the year. Although he is considered to be independent of 
management. Jonathan is not considered to be independent of 
shareholders because he is a partner of Oxford Bioscience Partners, 
a fund with a significant shareholding in the Company. Jonathan was 
appointed to the Audit Committee because of the depth of his financial 
experience and knowledge.
Communication with shareholders
The Board attaches a high priority to effective communications with 
shareholders, both private and institutional. Representatives of the Board, 
comprising the Executive Directors are available to meet with shareholders 
twice a year following the publication of the Group’s interim and annual 
results. Other meetings with shareholders are held as and when requested 
and certain of such meetings in the past year have included the Chairman. 
In addition, a report is made at each Board meeting of communications 
with major shareholders, analysts and brokers. All shareholders are sent 
copies of the Annual and Interim Reports and given notice to attend the 
Company’s Annual General Meeting. Shareholders whose shares are held 
by nominees may receive copies of such communications on request. The 
Annual General Meeting offers the opportunity for private and institutional 
shareholders to question the Directors and their participation is welcomed.
In addition, the Company has established an internet website 
(www.asterand.com) to provide additional information and access to all 
press releases issued by the Group.
The BioIndustry Association (“BIA”) Code of Best 
Practice
The Group is a member company of the UK BioIndustry Association and 
as such is required to support and adhere to the principles embedded 
within the BIA Code. The BIA Code has established principles of best 
practice for communicating and managing information in a way that is 
fair, equal and balanced for all interested parties. The Board is committed 
to the principles of the Code and seeks to comply with best practice as 
prescribed in the BIA Code.
The provision of non-audit services by the external auditors is subject 
to the approval of the committee and where appropriate to a tendering 
process. The audit committee takes sufficient steps to ensure that it is 
satisfied with the independence of the auditors.
The audit committee met formally four times during the year. Jonathan 
Fleming was unable to attend one of these meetings but was briefed on 
the agenda and contents of the meeting in advance such that he was 
able to provide feedback and counsel.
Nomination committee
The nomination committee is comprised of all the Directors and is 
chaired by Ian Ratcliffe. It meets as and when necessary to review 
and recommend appointments to the Board. Induction procedures for 
new Directors are in place. The exact content of the induction process 
is tailored to the requirements of the individual Director. Efforts are 
made to identify opportunities for introducing new Directors to major 
shareholders as required and, in any event, at the Annual General 
Meeting of the Company following their appointment.
The committee reviews the time commitment expected of Non-Executive 
Directors and this is reflected in their letters of appointment. All Directors 
are requested to disclose any changes to their commitments at each 
meeting of the Board. The nomination committee met three times during 
the year. All members were present at each of these meetings.
The nomination committee verbally evaluated the balance of skills, 
knowledge and experience required for each new board appointment 
made during the year and matched those requirements against qualified 
candidates with an emphasis on relevant industry and professional 
experience.
Executive management committee
Operational decision making is delegated to the executive management 
committee within limits agreed by the Board. The committee meets 
bi-weekly, and as and when necessary to discuss significant matters 
which may arise in the course of business. During 2008, the executive 
management committee was comprised of the Chief Executive Officer, the 
Chief Financial Officer, the General Managers of US and UK operations, 
the VP Sales & Marketing and the heads of other major business areas.
Internal control
The Directors are responsible for ensuring that the Group maintains 
an adequate system of risk management and internal controls and for 
reviewing its effectiveness. Any system of internal control is designed 
to manage rather than eliminate risk and will only provide reasonable 
rather than absolute assurance against material misstatement or loss. 
In accordance with the 2005 Turnbull Guidance a continuous process 
for identifying, evaluating and managing the significant business, 
operational, financial, compliance and other risks faced by the Group 
has been in place for the whole of 2008 and up to the date of approval 
of the annual report. This includes a review of the effectiveness of the 
Group’s system of internal control. The key features of the Group’s 
internal control system are:
clear statements on mission and strategy; Q
clearly identified and properly communicated business objectives; Q
an organisational structure which is appropriate to the needs of the  Q
Group and which may be subject to periodic review as those needs 
change;
clear and appropriate delegated authorities; Q
financial approval and reporting procedures which enable progress  Q
against business objectives to be monitored and performance 
against budget to be compared each month; and
identification of risks and controls in place to manage those risks. Q
15
Asterand plc - Annual Report and Financial Statements 2008 Going concern
At 31 December 2008, the Group had cash and short-term investments 
of £6.9 million. The Directors have reviewed the 2009 budgets and 
projections for 2010 and considered the projected effect on the Group’s 
cash resources. Following this review, the Directors have a reasonable 
expectation that the Group has adequate cash resources to fund the 
requirements of the business for at least the next 12 months and have 
therefore adopted the going concern basis in preparing the financial 
statements for the year ended 31 December 2008.
By order of the Board
John Stchur, CPA 
Chief Financial Officer & Company Secretary
16
Asterand plc - Annual Report and Financial Statements 2008 17
Asterand plc - Annual Report and Financial Statements 2008
Unaudited information
For the year ended 31 December 2008
Remuneration committee
At the beginning of 2008, the remuneration committee was chaired by 
Ronald Long and included Jack Davis and David Jones. On 18 February, 
in conjunction with his resignation from the Board of Directors, 
Ronald Long vacated his chair and membership of the committee. On 
27 August 2008, Peter Coggins and Ian Ratcliffe joined the committee 
and Peter Coggins was appointed chair. On 2 September 2008, in 
conjunction with his resignation from the Board of Directors, David 
Jones vacated his membership on this committee. 
The remuneration committee has the responsibility for determining the 
Group’s overall policy on Executive remuneration and for deciding the 
specific remuneration, benefits and terms of employment for Executive 
Directors. The remuneration committee also has regard to remuneration 
packages for senior executives who are not Board Directors, but have 
a significant influence over the Group’s ability to meet its strategic 
objectives. Fees paid to the Chairman and Non-Executive Directors are 
determined by the Board as a whole and no Director is responsible for 
approving his or her own remuneration. The remuneration committee, in 
its deliberations on the remuneration policy for the Company’s Directors, 
seeks to give full consideration to the Combined Code, including the 
provisions set out in Schedule A to the Code. The Company Secretary 
acts as secretary to the remuneration committee.
The remuneration committee performs a benchmarking exercise 
in determining compensation prior to the appointment of any 
Executive Director.
Policy on Directors’ remuneration
This section of the remuneration report covers the policies set by the 
remuneration committee. Detailed disclosure of Directors’ remuneration 
for the year ended 31 December 2008 together with disclosure of share 
ownership and entitlement to share options is set out on pages 20 
to 22.
The policies set by the remuneration committee are intended to attract 
and retain high calibre executives, to motivate them to build a successful 
company and seek to maximise shareholder value. Remuneration 
committee policies and procedures also aim to ensure that Executive 
Directors receive remuneration appropriate to their performance, 
experience, responsibility and geographic location without paying more 
than appropriate in the circumstances.
The Group operates in a dynamic business sector. The remuneration 
committee’s policies aim to align business strategy and corporate 
objectives with Executive remuneration. Certain policies may need 
to be adjusted from time to time in order to ensure appropriate mix 
between performance based and non-performance based elements and 
between long and short-term goals and rewards, depending upon the 
challenges facing the business and its objectives at any given point in 
its development.
Where major changes in remuneration policy may be required, the 
remuneration committee would expect to discuss these with key 
shareholders in advance.
Executive Directors’ remuneration packages are comprised of a basic 
annual salary, a performance related bonus and other customary 
benefits such as pension contributions and health insurance together 
with long-term incentive arrangements in the form of share options and 
share incentive plans. The Board believes that incentives such as share 
Directors’ Remuneration Report
options and the share incentive plans serve a valuable role in motivating 
Executive Directors and employees to act in the interests of creating 
shareholder value.
Basic salary
The basic salary of each Executive Director is determined by the 
remuneration committee taking into account individual performance 
and aims to ensure that remuneration remains competitive with 
similar companies in terms of size and complexity. Basic salary levels 
for Executive Directors are designed to be at least at the median level 
reflecting the levels of performance, experience and responsibility held 
by each of the Executive Directors.
Performance bonus
Each Executive Director is eligible for a discretionary annual bonus 
in recognition of that Director’s contribution to the success of the 
Group and the achievement of specified performance targets. These 
performance targets include a combination of corporate and individual 
objectives except for the Chief Executive Officer whose bonus is based 
entirely on the achievement of corporate objectives.
The targeted composition of each Director’s remuneration 
excluding share options and shares acquired under the 
Performance Share Plan for those Directors who have served 
during the year is as follows:
Executive directors for the year ending 31 December 2008
 
Basic salary, pension 
and other benefits
 
Performance
 Bonus
  
M Coombs 70%
 
30%
The Group contributes a sum equal to a fixed proportion of basic salary 
to a defined contribution pension scheme on behalf of each Executive 
Director (and participating employees) each month. The Group funds 
the provision of private medical insurance for Executive Directors and 
their immediate family and funds permanent health insurance and life 
assurance cover for Executives. Executive Directors are also provided 
with a mobile phone for business and personal use. Company cars are 
not provided to Directors or staff.
Share options
All Executive Directors and employees are eligible for grants of share 
options based on a proportion of salary. In order to promote sustained 
performance, the remuneration committee gives consideration annually 
to the grant of share options. Executive share options are granted at the 
closing mid-market value of the Company’s Ordinary Shares on the day 
of grant, have no performance criteria and vest with the Director after 
three years. All shares issued under the 2007 Long Term Incentive Plan 
are granted at a nil cost, and cliff vest with the Director or employee 
after a period of three years. All options issued to senior management 
under this scheme are subject to performance targets related to the 
primary strategic objectives of the Group including positive EBITDA 
growth. Details of shares under option are set out on pages 20 to 22. 18
Asterand plc - Annual Report and Financial Statements 2008
Share Incentive Plan
The Company’s intention is to encourage share ownership at all levels 
of the business, thereby aligning all employees’ interests with those of 
the shareholders. Accordingly, the Company introduced the Pharmagene 
plc 2002 Inland Revenue Approved Share Incentive Plan (the “SIP”) in 
2003. All Executive Directors and eligible employees may participate in 
the SIP which contains three elements: partnership shares, matching 
shares and free shares (known internally as Corporate Bonus Shares).
Partnership shares may be purchased by employees out of their pre-
tax salary up to £1,500 (or 10% of salary if lower) per year. Where 
employees purchase partnership shares, they can be awarded additional 
matching shares at no additional cost to the employee. Under the rules 
of the SIP, the Directors are given discretion to determine the ratio 
of partnership shares to matching shares. The ratio is currently 1:1. 
During the year 381,284 partnership and 381,284 matching shares were 
allocated in aggregate to eligible employees under the SIP. Free shares 
may be distributed to eligible employees with a maximum market value 
of £3,000 per employee per year. For the year ended 31 December 
2008, no awards of free shares were made.
Long term incentive plan
The Long Term Incentive Plan was introduced in May 2007 (the “2007 
LTIP”). Under the 2007 LTIP, selected individuals may receive a conditional 
right to receive shares, which cliff vest after three years and are subject 
to continued employment. Shares issued to senior management under 
the 2007 LTIP are subject to the achievement of stretching performance 
conditions. The performance conditions applying to the shares subject 
to an award will be determined by the remuneration committee prior 
to any awards being made and will be a mix of challenging share price 
growth targets and profitability targets.
The committee believes that the 2007 LTIP represents a sensible 
long-term incentive arrangement which is not excessive, is cost effective 
for the Company taking account of both share usage and the new 
accounting treatment of share schemes and will mean that a significant 
but not excessive proportion of the Executive’s remuneration will be 
linked to a requirement to generate superior returns to shareholders. 
During 2008, the rights over 719,000 shares were awarded under this 
plan (2007: 4.4 million shares).
Executive Directors’ Service Contracts
All Executive Directors’ service contracts are rolling contracts, terminable 
by either party on not less than 12 months’ written notice. In the event 
of a material breach of contract or gross misconduct by the Executive 
Director, the Company may terminate the employment by written notice 
having immediate effect.
The details of the service contracts of those Executive Directors who 
served during the year are:
Executive 
directors
 
Original date of 
appointment as 
director
Contract
date
Term
 
 
Notice 
period
Maximum contractual termination payment
 
M Coombs 27-Mar-07 27-Mar-08 Rolling 1 year 1 year’s salary and associated benefits in kind 19
Asterand plc - Annual Report and Financial Statements 2008
Non-Executive Directors’ letters of appointment
Non-Executive Directors have signed letters of appointment terminable on three months’ written notice from either party. Non-Executive Directors 
receive fees for services as members of the Board to reflect the time commitment and responsibilities of the role. None of the Company’s Non-Executive 
Directors participate in the Group’s current share option or share incentive schemes.
The details of the letters of appointment of those Non-Executive Directors who served during the year are:
Non-Executive
Directors
Original date of 
appointment
as Director
 Expiry date of
current letter of
appointment
Notice
period
Contractual
termination
payment
Period served as
Director as at
31-Dec-08 or date of 
resignation
D G Lee
1
27-Apr-00 26-May-08 3 months Accrued fees and expenses 8 years 1 month
R E Long
2
01-Feb-01 01-Feb-10 3 months Accrued fees and expenses 7 years 1 month
D A Jones Jr
3
03-Jan-06 31-Dec-08 3 months Accrued fees and expenses 2 years 9 months
J Cullinane Jr
4
03-Jan-06 31-Dec-08 3 months Accrued fees and expenses 2 years 6 months
J Davis 03-Jan-06 31-Dec-08 3 months Accrued fees and expenses 3 years
M Sooch
5
03-Jan-06 31-Dec-08 3 months Accrued fees and expenses 2 years 6 months
P. Coggins 03-Apr-08 02-Apr-11 3 months Accrued fees and expenses 9 months
I. Ratcliffe 15-May-08 14-May-11 3 months Accrued fees and expenses 8 months
J. Force 17-Jun-08 16-Jun-11 3 months Accrued fees and expenses 6 months
R. Salisbury 17-Jun-08 16-Jun-11 3 months Accrued fees and expenses 6 months
J. Fleming 02-Sep-08 01-Sep-11 3 months Accrued fees and expenses 4 months
1. Resigned 7 May 2008
2. Resigned 18 February 2008
3. Resigned 2 September 2008
4. Resigned 17 June 2008
5. Resigned 17 June 2008
Total shareholder return for the period since Asterand plc formation to 31 December 2008
Relative Performance (rebased to ATD)
0
2
4
6
8
10
12
14
16
18
20
Jan-06
Feb-06
Mar-06
Apr-06
May-06
Jun-06
Jul-06
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Jan-07
Feb-07
Mar-07
Apr-07
May-07
Jun-07
Jul-07
Aug-07
Sep-07
Oct-07
Nov-07
Dec-07
Jan-08
Feb-08
Mar-08
Apr-08
May-08
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
ATD Share Price
tech MARK Mediscience Index
Asterand plc 20
Asterand plc - Annual Report and Financial Statements 2008
The graph above shows the Company’s share price performance compared with the performance of the UK techMark Mediscience Index. The performance 
of the Group is presented since January 2006, the date that Asterand Inc. and Pharmagene plc merged to form Asterand plc because the enlarged 
Group is considered to be substantially different and not comparable to Pharmagene plc as a standalone entity prior to 2006. The remuneration 
committee believes the UK techMark Mediscience Index to be the most appropriate index against which Asterand should be measured.
Interests in shares
The following table sets out the interests of the Directors who held office during the year (including the interests of their immediate families and 
persons connected with the Directors) in the share capital of the Company as at 31 December 2008 and 31 December 2007, or on the date of 
appointment or resignation where applicable. All interests are beneficially held by the Director concerned or their immediate family.
Directors 31-Dec
2008 Number
31-Dec
2007 Number
M Coombs 307,764 –
D G Lee
1
20,000 20,000
R E Long
2
32,786 32,786
J Cullinane Jr
3
166,406 166,406
D Jones Jr
4
15,735,457 13,035,457
J Davis 1,156,216 906,216
M Sooch
5
3,903,668 3,903,668
J Force 110,000 –
R. Salisbury 50,000 –
J Fleming 26,570,325 26,570,325
 1. Resigned 7 May 2008
 2. Resigned 18 February 2008
 3. Resigned 17 June 2008
 4. Resigned 2 September 2008
 5. Resigned 17 June 2008
David Jones is a partner of Chrysalis Ventures, Mina Sooch is a partner of Apjohn Ventures and Tara Ventures and Jonathan Fleming is a partner of 
Oxford Bioscience Partners. As such they have a deemed beneficial interest in the shareholdings of these entities. Consequently, the disclosure shown 
above includes the shareholdings by these entities in the capital of the Company. There have been no changes in the interests set out above between 
31 December 2008 and 27 March 2009. 21
Asterand plc - Annual Report and Financial Statements 2008
Audited information
The information contained within the remuneration report below is audited.
Directors’ emoluments for the year ended 31 December 2008
Executive 
directors
Fees £ Salary £ Benefits
in kind £
Bonuses £ Total 2008
excluding
Pensions £
Pensions
2008 £
Total 2007
excluding
Pensions £
Pensions
2007 £
M Coombs
1
– 159,000 1,323 167,250 327,573 16,620 169,345 13,846
R Charlton
2
– – – – – – 129,030 2,581
J Openshaw
3
– – – – – – 219,434 2,978
– 159,000 1,323 167,250 327,573 16,620 517,809 19,405
Non-Executive Directors –
D Lee
4
14,086 – – – 14,086 – 40,000 –
R Long
5
3,782 – – – 3,782 – 28,000 –
J Davis 35,814 – – – 35,814 – 28,000 –
J Cullinane Jr
6
11,597 – – – 11,597 – 25,000 –
D Jones Jr
7
16,735 – – – 16,735 – 25,000 –
M Sooch
8
11,597 – – – 11,597 – 25,000 –
P Coggins
9
19,862 – – – 19,862 – – –
I Ratcliffe
10
17,596 – – – 17,596 – – –
J Force
11
15,071 – – – 15,071 – – –
R Salisbury
12
13,456 – – – 13,456 – – –
J Fleming
13
8,197 – – – 8,197 – – –
167,793 – – – 167,793 –   171,000 –
Total 167,793 159,000 1,323 167,250 495,366 16,620   688,809 19,405
1. M. Coombs was appointed 27 March 2007
2. R. Charlton resigned 28 March 2007
3. J. Openshaw resigned 14 March 2007
4. D. Lee resigned 7 May 2008 
5. R. Long resigned 18 February 2008
6. J. Cullinane Jr. resigned 17 June 2008
7. D. Jones Jr. resigned 2 September 2008
8. M. Sooch resigned 17 June 2008
9. P. Coggins was appointed on 3 April 2008
10. I. Ratcliffe was appointed 15 May 2008
11. J. Force was appointed 17 June 2008
12. R. Salisbury was appointed on 17 June 2008
13. J. Fleming was appointed on 2 September 2008
For the year ended 31 December 2008, the Group contributed 12% (2007: 12%) of basic salary to a defined contribution pension scheme for the 
UK based Executive Director. Benefits in kind include private medical insurance for Executive Directors and their immediate family, permanent health 
insurance and life assurance cover. 22
Asterand plc - Annual Report and Financial Statements 2008
Interests in share options
There were no grants of share options to any Director during the year. Details of the interests of Directors in share options are set out below.
Directors As at
Jan
2008
Granted in 
the year
 Exercised 
in
the year
Lapsed in
the year
At
31-Dec
2008
Exercise
price
Date
from which
exercisable
Expiry 
date
M Coombs 3,848,809* – – – 3,849,809 4.9p 26.03.10 26.03.17
3,848,809 – – – 3,849,809
* There are no performance conditions attached to these options.
There have been no changes in interests set out above between 31 December 2008 and 27 March 2009.
Gains made in the year by Directors on the exercise of share options were £nil (2007: £34,927). The mid market price of the Company’s shares at 
31 December 2008 was 14.5p. During the year, the mid market price of the Company’s shares ranged from 4.4p to 15.9p
Peter Coggins 
Senior Independent Director 23
Asterand plc - Annual Report and Financial Statements 2008
Directors’ Report
The Directors present their Annual Report on the 
affairs of the Group together with the audited 
consolidated financial statements for the year 
ended 31 December 2008.
Principal activities and business review
The principal objective of the Group is to enable its pharmaceutical 
and biotechnology clients to identify relevant human disease targets, 
and to discover and develop new drug candidates using human tissues 
and thereby take safer and more effective drug candidates into the 
clinic with increased confidence. The Group achieves this through the 
provision of human tissue samples, tissue derivatives, drug discovery 
services and consulting services using the Group’s expertise in human 
tissue based research.
In addition, the Group maintains a portfolio of potential drug candidates 
which have been previously discovered and developed by the Group. 
All internal research and development activities in regards to these 
compounds have ceased as all operations are now focused on the 
provision of human tissue and human tissue related services. However, 
the Group is seeking licensing opportunities with specialist third party 
partners to realise the maximum value from these assets.
A review of the business is contained within the Chief Executive’s 
Business Overview on pages 4 to 5 and within the Financial Review on 
pages 6 to 7.
Future Developments
Future developments for the Group have been outlined within the Chief 
Executive’s Business Overview on pages 4 to 5 and within the Financial 
Review on pages 6 to 7.
Research and development
The Group carried out research and development into the use of human 
tissue samples in drug discovery and development. This includes methods 
of handling and processing tissue derivatives including cells, proteins, 
DNA and RNA. It also includes the development and improvement of 
assays for drug discovery and development where the Group will provide 
these as an applied contract research service. The Group incurred 
research and development costs of £0.3 million (2007: £0.7 million) 
during the year which have been written off to the income statement in 
accordance with the Group’s accounting policies.
Donations
The Group made no donations to charitable organisations during 2008 
(2007: £nil) and made no donations to political organisations during 
2008 (2007: £nil).
Dividend
The Directors do not propose the payment of a dividend (2007: £nil).
Directors and Directors’ interests
The Directors of the Company during the year ended 31 December 2008 
are listed below:
Jack Davis 
Chairman (appointed Chairman 7 May 2008) 
Martyn Coombs 
Chief Executive Officer & Executive Director
Peter Coggins 
Senior Independent Non-Executive Director (appointed 3 April 2008)
Ian Ratcliffe 
Non-Executive Director (appointed 15 May 2008)
Jill Force 
Non-Executive Director (appointed 17 June 2008)
Robert Salisbury 
Non-Executive Director (appointed 17 June 2008)
Jonathan Fleming 
Non-Executive Director (appointed 2 September 2008) 
David Lee 
Non-Executive Chairman (resigned 7 May 2008)
Ronald Long 
Senior independent Non-Executive Director 
(resigned 18 February 2008)
Mina Sooch 
Non-Executive Director (resigned 17 June 2008)
John Cullinane Jr 
Non-Executive Director (resigned 17 June 2008)
David Jones Jr 
Non-Executive Director (resigned 2 September 2008)
On 5 January 2009, John Stchur, Asterand’s Chief Financial Officer was 
appointed as an Executive Director. 
Biographical details of the current Directors are given on pages 10 
and 11.
The interests of the Directors and their families in the Ordinary Shares 
of the Company and options over the Ordinary Shares of the Company 
are shown in the Remuneration Report on pages 17 to 22.
Substantial shareholdings
Share capital
As at the 31 December 2008, the authorised share capital of the Group 
is 150,000,000 Ordinary Shares of 5 pence each and 113,686,216 
Ordinary Shares have been issued and are fully paid up. Subject to the 
Companies Act 1985 and the Articles of Association of Asterand plc, 
in a general meeting, every holder of Ordinary Shares in person or by 
proxy is entitled to one vote for each share held. At 4 March 2009, the 
Company had been notified of the following shareholdings accounting 
for 3% or more of its share capital.
 Number Percentage
Oxford Bioscience Partners 26,570,325 23.37%
Chrysalis Ventures II LP 15,735,457 13.84%
Aberforth Partners 9,789,876 8.61%
Omega Fund III 7,853,360 6.91%
Fort Washington Private Equity 
Investors II LP
6,721,346 5.91%
Hale Fund I LLC 6,343,089 5.58%
Arboretum Ventures LLC 5,103,674 4.49%
Apjohn Ventures Fund LP 3,737,639 3.29% 24
Asterand plc - Annual Report and Financial Statements 2008
At 4 March 2009, no persons had notified the Company of any 
non-material interests of 10% or more of its ordinary share capital.
Directors may exercise all of the powers of the Company subject to the 
provisions the Articles of Association, applicable statutes, and to such 
directions as may be given by the Company in General Meeting by special 
resolution. The Company may purchase its own shares. New shares may 
be issued under authority given by ordinary or special resolution.
Directors may appoint a person to be Director of the Company either 
to fill a casual vacancy or as an addition to the existing Directors but 
so that the total number of Directors shall not exceed ten. Any Director 
so appointed shall hold office until the next Annual General Meeting, 
and shall then be eligible for reappointment. Executive Directors are 
entitled to payment in lieu of notice in the event that their employment 
is terminated as a result of change in control of the Company.
Employees and disabled persons
The Group’s policy towards employee involvement includes a commitment 
to promoting awareness of the activities of the Group and stimulating 
encouragement of employees to participate in and contribute towards 
the growth of the business. Such participation is encouraged by regular 
formal and informal meetings between management and all staff are 
invited to discuss progress, plans, performance or any issues affecting 
them or the Group. The Board recognises that it is important to invest 
in training, development, welfare provision and to communicate at 
all levels in order to recruit, retain and motivate the best employees. 
The Group offers equivalent opportunities to disabled people in every 
matter concerning recruitment, development, facilities and career 
progression. Employees, following a qualifying period of employment, 
are eligible to participate in relevant share option schemes.
Creditor payment policy
It is the Group’s policy where possible to follow a standard payment 
procedure for all payments to creditors for supply of materials, equipment 
and services. The standard practice is to agree payment terms with 
suppliers when agreeing the terms of the transaction. The Group has 
complied with this policy during the year. The average number of creditor 
days for the Group for the year ended 31 December 2008 was 30 days 
(2007: 30 days) and for the Company for both years was nil.
Purchase of own shares
No purchases of own shares were made during the year.
Statement of Directors’ responsibilities in respect 
of the Annual Report, the Directors’ Remuneration 
Report and the financial statements
The Directors are responsible for preparing the Annual Report, the 
Directors’ Remuneration Report and the financial statements in 
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements 
for each financial year. Under that law the Directors have prepared the 
Group and Parent Company financial statements in accordance with 
International Financial Reporting Standards (IFRSs) as adopted by the 
European Union.
The financial statements are required by law to give a true and fair view 
of the state of affairs of the Company and the Group and of the profit or 
loss of the Company and Group for that period.
In preparing those financial statements, the Directors are required to:
select suitable accounting policies and then apply them  Q
consistently;
make judgments and estimates that are reasonable and prudent; Q
state that the financial statements comply with IFRSs as adopted by  Q
the European Union; and,
prepare the financial statements on the going concern basis,  Q
unless it is inappropriate to presume that the Group will continue in 
business, in which case there should be supporting assumptions or 
qualifications as necessary.
The Directors confirm that they have complied with the above 
requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records 
that disclose with reasonable accuracy at any time the financial position 
of the Company and the Group and to enable them to ensure that the 
financial statements and the Directors’ Remuneration Report comply 
with the Companies Act 1985 and, as regards the Group Financial 
Statements, Article 4 of the IAS Regulation. They are also responsible 
for safeguarding the assets of the Company and the Group and hence 
for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The Directors are responsible for the maintenance and integrity of the 
Company’s website and legislation in the United Kingdom governing the 
preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Each of the directors, whose names and functions are listed in the 
Directors’ Report confirm that, to the best of their knowledge:
the  Q Group financial statements, which have been prepared in 
accordance with IFRSs as adopted by the EU, give a true and fair 
view of the assets, liabilities, financial position and profit of the 
group; and
the Directors’ Report includes a fair review of the development and  Q
performance of the business and the position of the group, together 
with a description of the principal risks and uncertainties that it 
faces.
Health, safety and environmental issues
The Group is committed to maintaining high standards in implementing 
appropriate health, safety and environmental protection policies. 
The Group has an excellent health and safety record. Waste materials 
are recycled where possible, and hazardous waste is catalogued and 
handled by licensed, specialist disposal companies.
Corporate social responsibility
The Board regularly considers and is updated on health, safety, 
environmental and ethical matters. The identification, assessment and 
management of risk arising from such matters are included within the 
risk review process which is reported upon in the Corporate Governance 
Report on pages 14 to 16.
The Board recognises that research involving human tissue and associated 
medical information presents special issues for consideration, such as 
informed consent and privacy. The Group is licensed by the United 
Kingdom Human Tissue Authority (the “HTA”) to store human tissue 
for research purposes. The Group maintains a designated individual to 
oversee full compliance with all HTA Codes of Practice and directives. 
In addition, the Group maintains an internal bioethics program staffed 
by quality assurance, legal and clinical liaison professionals. This allows 
us to achieve the highest ethical and legal standards for the handling of 
human biomaterials and medical information.
Key performance indicators
The Directors believe that during 2008 the key performance indicators 
(“KPIs”) for the Group have been revenues; gross profit and gross 
margins; EBITDA; cash flow and cash resources. Each of these KPIs are 
reviewed in the Financial Review on pages 6 and 7.
Financial risk management
The Group’s financial risk management policies are disclosed in Note 21 
to the financial statements. 25
Asterand plc - Annual Report and Financial Statements 2008
Provision of information to auditors
So far as each of the Directors is aware, there is no relevant audit 
information of which the Company’s auditors are unaware and each 
of the Directors has taken all the steps possible in order to make 
themselves aware of any audit information and to establish that the 
Company’s auditors are aware of that information.
Principal risks and uncertainties
The Directors have considered the risks faced by the Group and consider 
that the following are the principal risks and uncertainties faced by 
the Group.
Reliance on key staff and management of international operations  Q
– the Group has a relatively small number of staff and therefore 
there is concentration of know-how within limited groups of people. 
This concentration extends to the management team, the sales 
force, the laboratory staff and the scientific staff. The loss of key 
individuals could have a material adverse effect on the business. 
Furthermore, the Group’s operations are geographically separated 
with inherent difficulties in the communication across time zones, 
remote management of resources and cultural differences. Managing 
these issues effectively is essential if the Group is to achieve its 
commercial objectives.
Tissue Supply – the Group’s operations are dependent on securing  Q
an adequate supply of human tissue and related data to meet 
research demands. All source sites are subject to rigorous ethical 
and quality control standards and it therefore can be time consuming 
to expand the supply network. To the extent that supply does not 
meet demand or supply sources are concentrated geographically 
and subject to political or other forces in these regions, revenues 
could be diminished.
Financial and liquidity risk – The Directors have adopted a business  Q
plan which is intended to sustain profitability and positive operating 
cash flow. If profitability and positive cash flow were not achieved 
and the current cash resources become significantly diminished 
then the Group would be reliant upon securing additional finance 
to continue operations.
Reliance on key clients – the Group counts the majority of major  Q
pharmaceutical and biotechnology companies as its clients and has 
relationships with significant academic institutions. However, certain 
relationships do represent significant sources of revenue. The loss 
of revenue from one or more of these clients could significantly 
impact the financial results.
Competition – the Group faces competition from alternate suppliers  Q
of human tissue samples and from organisations providing similar 
contract research services. To the extent that these organisations 
gain market share this could reduce the commercial opportunity 
the Group could exploit. In addition, the Group can face internal 
competition from within its clients, which could limit the commercial 
opportunity available. This is because some pharmaceutical 
companies source human tissue samples directly from donor 
site hospitals and/or conduct applied research on human tissue 
samples, rather than outsourcing this work to organisations such 
as Asterand.
Government regulation – Asterand sources human tissue samples  Q
from donor site hospitals in the US, Europe, Asia and Africa. 
Legislation and ethical standards in each country regulating the 
acquisition of samples varies. Asterand operates to the highest 
ethical and legal standards possible. However, legislation could 
be enacted which could limit or restrict the access to or supply of 
samples. Were such to occur this might restrict the ability of the 
Group to operate within any such territory. 
Foreign exchange risk – the Group operates from sites in the UK  Q
and US. Approximately two-thirds its staff and assets are located 
at the US site with the remaining third at the UK facility. The Group 
receives a significant proportion of its revenue in currencies other 
than in Sterling; in particular it receives much revenue in US Dollars. 
Consequently, movement in foreign currency exchange rates could 
adversely affect earnings, cash flow and the financial position of 
the Company.
Handling risks – the Group receives, ships, and handles human tissue  Q
samples. In addition, it operates scientific research laboratories to 
acquire, process and conduct scientific research on such samples 
and in the process receives experimental drug candidates from 
client companies. In conducting experiments, the Company 
handles materials which are potentially hazardous to health. In the 
conduct of such work, the Group has established stringent health 
and safety standard operating procedures to protect its staff. We 
maintain Biosafety level II laboratories which recommends universal 
precautions are taken to ensure against accidental exposure to health 
hazards. This includes the use of personal protective equipment 
(PPE) and biological safety cabinets for use with human tissue. In 
addition, the staff is required to attend training sessions on the use 
of PPE, and the mitigation of transmission risks of communicable 
and infectious diseases. There remains a risk of exposure which 
might cause personal injury.
Annual general meeting
The Annual General Meeting of the Company will be held at the offices 
of Buchanan Communications, 45 Moorfields, London, EC2Y 9AE on the 
4th June 2009 at 10:00am. The notice of the Annual General Meeting is 
set out on pages 58 to 60.
Auditors
PricewaterhouseCoopers LLP have expressed their willingness to 
continue as auditors. A resolution to reappoint PricewaterhouseCoopers 
LLP as auditors to the Company will be proposed at the Annual 
General Meeting.
By order of the Board
John Stchur, CPA 
Chief Financial Officer & Company Secretary
Martyn Coombs (second from left) CEO of Asterand plc accepts the 
Best Performing Share 2008 at the FT PLC Awards Ceremony on 12 March 2009. 26
Asterand plc - Annual Report and Financial Statements 2008
Independent Auditors’ Report to the 
Members of Asterand plc
We have audited the Group and parent Company financial statements 
(the “financial statements”) of Asterand plc for the year ended 
31 December 2008 which comprise the Consolidated Income Statement, 
the Consolidated and Company Balance Sheets, the Consolidated 
and Company Cash Flow Statements, the Consolidated Statement of 
Recognised Income and Expense and the related notes. These financial 
statements have been prepared under the accounting policies set 
out therein. We have also audited the information in the Directors’ 
Remuneration Report that is described as having been audited.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report, the 
Directors’ Remuneration Report and the financial statements in 
accordance with applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union are set out in the 
Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements and the part of 
the Directors’ Remuneration Report to be audited in accordance with 
relevant legal and regulatory requirements and International Standards 
on Auditing (UK and Ireland). This report, including the opinion, has 
been prepared for and only for the Company’s members as a body in 
accordance with Section 235 of the Companies Act 1985 and for no 
other purpose. We do not, in giving this opinion, accept or assume 
responsibility for any other purpose or to any other person to whom this 
report is shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give 
a true and fair view and whether the financial statements and the part 
of the Directors’ Remuneration Report to be audited have been properly 
prepared in accordance with the Companies Act 1985 and, as regards the 
Group financial statements, Article 4 of the IAS Regulation. We also report 
to you whether in our opinion the information given in the Directors’ Report 
is consistent with the financial statements. The information given in the 
Directors’ Report includes that specific information presented in the Chief 
Executive’s Business Overview that is cross referred from the Principal 
activities and business review and Future Developments sections of the 
Directors’ Report, that specific information presented in the Financial 
Review that is cross referred from the Principal activities and business 
review, Future Developments and Key performance indicators sections 
of the Directors’ Report and that specific information presented in the 
Directors’ Remuneration Report that is cross referred from the Directors 
and Directors’ interests section of the Directors’ Report. 
In addition we report to you if, in our opinion, the Company has not kept 
proper accounting records, if we have not received all the information 
and explanations we require for our audit, or if information specified 
by law regarding Directors’ remuneration and other transactions is 
not disclosed.
We review whether the Corporate Governance Statement reflects the 
Company’s compliance with the nine provisions of the Combined Code 
(2006) specified for our review by the Listing Rules of the Financial 
Services Authority, and we report if it does not. We are not required to 
consider whether the Board’s statements on internal control cover all 
risks and controls, or form an opinion on the effectiveness of the Group’s 
corporate governance procedures or its risk and control procedures. 
We read other information contained in the Annual Report and consider 
whether it is consistent with the audited financial statements. The other 
information comprises only the Highlights, the Chairman’s Statement, the 
Chief Executive’s Business Overview, the Financial Review, Our Business, 
A Customer Case Study, Board of Directors, the Corporate Governance 
Report, the unaudited part of the Directors’ Remuneration Report, the 
Directors’ Report and the Notice of Annual General Meeting. We consider 
the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the financial statements. 
Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards 
on Auditing (UK and Ireland) issued by the Auditing Practices Board. 
An audit includes examination, on a test basis, of evidence relevant to 
the amounts and disclosures in the financial statements and the part of 
the Directors’ Remuneration Report to be audited. It also includes an 
assessment of the significant estimates and judgments made by the 
Directors in the preparation of the financial statements, and of whether 
the accounting policies are appropriate to the Group’s and Company’s 
circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the information 
and explanations which we considered necessary in order to provide us 
with sufficient evidence to give reasonable assurance that the financial 
statements and the part of the Directors’ Remuneration Report to be audited 
are free from material misstatement, whether caused by fraud or other 
irregularity or error . In forming our opinion we also evaluated the overall 
adequacy of the presentation of information in the financial statements and 
the part of the Directors’ Remuneration Report to be audited.
Opinion
In our opinion:
the Group financial statements give a true and fair view, in  
accordance with IFRSs as adopted by the European Union, of the 
state of the Group’s affairs as at 31 December 2008 and of its profit 
and cash flows for the year then ended;
the parent Company financial statements give a true and fair view, in  
accordance with IFRSs as adopted by the European Union as applied 
in accordance with the provisions of the Companies Act 1985, of the 
state of the parent Company’s affairs as at 31 December 2008 and 
cash flows for the year then ended;
the financial statements and the part of the Directors’ Remuneration  
Report to be audited have been properly prepared in accordance 
with the Companies Act 1985 and, as regards the Group financial 
statements, Article 4 of the IAS Regulation; and
the information given in the Directors’ Report is consistent with the  
financial statements.
PricewaterhouseCoopers LLP 
Chartered Accountants and Registered Auditors  
Cambridge 
27 March 2009
Notes:
(a) The maintenance and integrity of the Asterand plc web site is the responsibility 
of the Directors; the work carried out by the auditors does not involve consideration 
of these matters and, accordingly, the auditors accept no responsibility for any 
changes that may have occurred to the financial statements since they were 
initially presented on the website.
(b) Legislation in the United Kingdom governing preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions. 27
Asterand plc - Annual Report and Financial Statements 2008
Consolidated Income Statement
 for the year ended 31 December 2008  2008 2007 
  Note £000 £000
 Revenue 3 15,211  7,608
 Cost of sales   (6,636) (4,112)
 Gross profit    8,575  3,496
 Research and development costs     (270) (659)
 Selling and distribution costs  (1,837) (1,676)
 General and administrative expenses   
 – Normal operations  (2,936) (2,664)
 – Exceptional items (bid, restructuring and severance costs) 6 (319) (570)
 – Total general and administrative expenses  (3,255) (3,234)
 Total operating expenses  (5,362) (5,569)
 Gain on insurance recovery 7     717 –
 Operating profit/(loss)   3,930 (2,073)
 Financial income – net 8 53 150
 Profit/(loss) before taxation 5 3,983 (1,923)
 Taxation 9   (108) (24)
 Profit/(loss) for the financial year 23 3,875 (1,947)
 Earnings/(loss) per 5p ordinary share   
 Basic 11 3.53p (1.83)p
 Diluted 11 3.33p (1.83)p
Non-IFRS Measure
Earnings before interest, taxes, depreciation and amortisation (“EBITDA”) – excluding exceptional items
 for the year ended 31 December 2008  2008 2007 
   £000 £000
 Operating profit/(loss)  3,930  (2,073)
 Exceptional items (bid, restructuring and severance costs)  319 570
 Gain on insurance recovery  (717) –
 Share option related charges/(credits)  23 (108)
 Depreciation and amortisation  242 397
 EBITDA  3,797 (1,214) 28
Asterand plc - Annual Report and Financial Statements 2008
Consolidated Statement of Recognised Income & Expense
 for the year ended 31 December 2008  Group Group 
   2008 2007 
  Note £000 £000
 Exchange translation difference on consolidation recognised directly in equity 23 2,076 (117)
 Profit/(loss) for the financial year  3,875 (1,947)
 Total recognised profit/(loss) for the year  5,951 (2,064) 29
Asterand plc - Annual Report and Financial Statements 2008
Consolidated Balance Sheet
 as at 31 December 2008  2008 2007 
  Note £000  £000
 Assets
 Non-current assets
 Intangible assets 12 689 672
 Property, plant and equipment 13 464 462
   1,153 1,134
 Current assets
 Biobank inventory 15 4,459 2,821
 Trade and other receivables 16 4,110 2,600
 Cash and cash equivalents 17 6,880 2,199
   15,449 7,620
 Liabilities
 Current Liabilities
 Trade and other payables 18   (4,240)  (2,800)
 Financial liabilities – finance leases 19 – (2)
 Financial liabilities – current debt 20 (32) (56)
   (4,272) (2,858)
 Net current assets  11,177 4,762
 Net assets    12,330    5,896
 Shareholders’ equity
 Ordinary Shares 22,23 5,684    5,502
 Share premium 22,23 52,900  52,627
 Shares to be issued 23 20 15
 Reverse acquisition reserve 23 (41,916) (41,916)
 Other reserves  23 3,083 3,083
 Retained losses 23 (7,441) (13,415)
 Total equity 23 12,330 5,896
 
The financial statements on pages 27 to 57 were approved by the Board of Directors on 27 March 2009 and were signed on its behalf by:
Martyn Coombs
Chief Executive Officer 30
Asterand plc - Annual Report and Financial Statements 2008
Company Balance Sheet
 as at 31 December 2008  2008 2007 
  Note £000  £000
 Assets
 Non-current assets
 Investment in subsidiaries 14 10,116  10,114
 Amounts receivable from Group companies 16 4,542 4,463
   14,658 14,577
 
 Current assets
 Trade and other receivables 16 58 730
 Cash and cash equivalents 17 42 6
   100 736
 
 Liabilities
 Current Liabilities
 Trade and other payables 18 (167) (110)
   (167) (110)
 Net current liabilities  (67)  626
 Net assets   14,591 15,203
 
 Shareholders’ equity 
 Ordinary Shares 22,23 5,684   5,502
 Share premium 22,23 52,900 52,627
 Shares to be issued 23 20 15
 Retained losses 23 (44,013) (42,941)
 Total equity 23 14,591 15,203
The financial statements on pages 27 to 57 were approved by the Board of Directors on 27 March 2009 and were signed on its behalf by:
Martyn Coombs
Chief Executive Officer 31
Asterand plc - Annual Report and Financial Statements 2008
Consolidated Cash Flow Statement
 for the year ended 31 December 2008  Group Group 
    2008  2007 
  Note £000 £000
 Cash flows from operations
 Cash generated/(used) by operations  4,440 (3,088)
 Interest element of finance lease rental payments 8 (1) (19)
 Bank and credit card interest paid 8 (33) –
 Receipt of research and development tax credit  12 586
 Tax paid  (90) (36)
 Net cash generated/(used) by operations  4,328  (2,557)
 
 Cash flows from investing activities
 Interest received 8 87 169
 Proceeds from disposal of tangible assets  16 10
 Purchase of property, plant and equipment 13 (229) (149)
 Expenditure on intangible assets 12 (34) (75)
 Net cash (used) in investing activities  (160) (45)
 
 Cash flows from financing activities
 Proceeds from issue of ordinary share capital  417 12
 Proceeds from ordinary share capital to be issued  20 15
 Proceeds from exercise of share options  23 –
 Debt and finance lease principal payments  (26) (134)
 Net cash generated/(used) from financing  434 (107)
 
 Increase/(decrease) in cash and cash equivalents  4,602 (2,709)
 Cash and cash equivalents at beginning of the year  2,199 4,908
 Exchange gains on cash and cash equivalents  79 –
 Cash and cash equivalents at end of the year 17 6,880 2,199
Reconciliation of consolidated operating profit/(loss) to net cash generated/(used) by operations
   Group Group 
    2008  2007 
  Note £000 £000
 Operating profit/(loss)  3,930 (2,073)
 Depreciation charge (net of profit on disposals) 13 209 383
 Amortisation charge 12 17 14
 Share option compensation charge  23 (108)
 Increase in trade and other receivables  (525) (440)
 Increase in biobank inventories  (568) (208)
 Increase/(decrease) in trade and other payables  931 (546)
 Exchange translation differences  423 (110)
 Cash generated/(used) by operations  4,440 (3,088) 32
Asterand plc - Annual Report and Financial Statements 2008
Company Cash Flow Statement
 for the year ended 31 December 2008  Company Company 
   2008 2007 
  Note £000 £000
 Cash flows from operations
 Cash used by operations  (953) (1,209)
 Net cash used by operations  (953) (1,209)
 
 Cash flows from investing activities
 Interest received  – 54
 Decrease/(increase) in loans to subsidiary undertakings  529 (1,122)
 Net cash generated/(used) in investing activities  529 (1,068)
 
 Cash flows from financing activities
 Proceeds from issue of ordinary share capital  417 12
 Proceeds from ordinary share capital to be issued  20 15
 Proceeds from exercise of share options  23 –
 Net cash generated from financing  460 27
 
 Increase/(decrease) in cash and cash equivalents  36 (2,250)
 Cash and cash equivalents at beginning of the year  6  2,256
 Cash and cash equivalents at end of the year 17 42 6
Reconciliation of Company operating loss to net cash used by operations
   2008 2007 
   £000 £000
 Operating loss  (1,095) (1,207)
 Share option compensation charge  21 16
 Increase/(decrease) in trade and other receivables  64   (114)
 Increase in trade and other payables  57 96
 Cash used by operations  (953) (1,209) 33
Asterand plc - Annual Report and Financial Statements 2008
Notes to the Financial Statements
1. Accounting policies and basis of preparation
Incorporation and history
Asterand plc is a public limited company incorporated and domiciled under the laws of England and Wales.
Group undertakings include Asterand UK Limited and Pharmagene Laboratories Trustees Limited (all incorporated in the UK) and Asterand, Inc. 
(incorporated in the US).
The structure of the Asterand plc Group of companies is shown below:
Asterand plc – is the holding Company of the Group and is listed on the London Stock Exchange. It has one employee (2007: one).
Asterand UK Limited – is the UK trading subsidiary. It conducts contract research services and supplies a limited number of tissues to clients. 
Additionally, it has a portfolio of proprietary drug development candidates. Asterand UK Limited employs all UK based staff and Non-Executive 
Directors.
Asterand, Inc. – is the US trading subsidiary. It supplies the majority of tissue samples to clients and provides certain contract research services. 
It employs all US based staff and Directors.
Pharmagene Laboratories Trustees Limited – is a vehicle which acts as trustee to hold shares for an employee share scheme.
Definitions – throughout the Annual Report and Accounts “Group” refers to the consolidated results of Asterand plc and all subsidiary companies; 
“Company” refers solely to Asterand plc on a stand alone basis.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, 
International Accounting Standards (IAS) and IFRIC interpretations and with those parts of the Companies Act 1985 applicable to companies reporting 
under IFRS.
Use of estimates
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree 
of judgement or complexity, or areas where presumptions and estimates are significant in the consolidated financial statements, are disclosed in 
Note 2. 34
Asterand plc - Annual Report and Financial Statements 2008
1. Accounting policies and basis of preparation continued
Adoption of new accounting standards
The following IFRS, IFRIC interpretations and amendments have been adopted in line with the transitional guidance of each standard:
IFRIC 11 ‘IFRS 2 – Group and treasury share transactions’, issued in November 2006, provides guidance on whether share-based transactions involving 
Group entities should be accounted for as equity settled or cash settled transactions. This implementation has had no impact on the results or net 
assets of the Group or Company.
The following standards, amendments and interpretations effective in the Group accounts from 1 January 2008 are not relevant to the operations of 
the Group:
IFRIC 14, IAS 19 – ‘The limit on a defined benefit asset, minimum funding requirements and their interaction’. Q
IFRIC 12, ‘Service concession arrangements’. Q
IFRIC 13, ‘Customer loyalty programmes’. Q
Future announcements
The following IFRS and IFRIC interpretations and amendments, which are relevant to the Group, have been issued by the International Accounting 
Standards Board (‘IASB’) but are not yet effective. None is likely to have a material effect on the Group’s results of operations or financial position. 
IFRS 8 ‘Operating segments’ replaces IAS 14 ‘Segmental reporting’ and requires a “management approach” under which segment information is 
presented on the same basis as that used for internal reporting purposes. 
IFRS 2 (amendment) ‘Share-based payment’ clarifies that vesting conditions are service conditions and performance conditions only. 
IAS 36 (amendment) ‘Impairment of assets’ which requires that where fair value less costs to sell is calculated on the basis of discounted cash flows, 
disclosures equivalent to those for value-in-use calculation should be made. 
There are a number of minor amendments to IFRS 7 ‘Financial instruments disclosure’, IAS 8 ‘Accounting policies, changes in accounting estimates 
and errors’, IAS 10 ‘Events after the reporting period’, IAS 18 ‘Revenue’ and IAS 34, ‘Interim financial reporting’, which are part of the IASB’s annual 
improvements project published in May 2008. These amendments are unlikely to have an impact on the Group or Company’s accounts and have, 
therefore, not been analysed in detail.
The following standards, interpretations and amendments are not yet effective and not relevant for the Group’s operations:
IAS 23 (amendment), ‘Borrowing costs’. Q
IAS 1 (revised), ‘Presentation of financial statements’. Q
IAS 32 (amendment), ‘financial instruments: Presentation’. Q
IFRS1 (amendment), ‘First time adoption of IFRS’. Q
IAS 27 (revised), ‘Consolidated and separate financial statements’. Q
IFRS 3 (revised), ‘Business combinations’. Q
IFRS 5 (amendment), ‘Non-current assets held-for-sale and discontinued operations’. Q
IAS 28 (amendment), ‘Investments in associates’. Q
IAS 38 (amendment), ‘Intangible assets’. Q
IAS 19 (amendment), ‘Employee benefits’. Q
IAS 39 (amendment), ‘Financial instruments: Recognition and measurement’. Q
IFRIC 16, ‘Hedges of a net investment in a foreign operation’. Q
Basis of accounting
The financial statements are prepared in accordance with the historical cost convention, except in respect of certain financial instruments, and have 
been prepared on a basis consistent with the IFRS accounting policies as set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. A subsidiary is an entity over which 
the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting 
rights. Intra-Group transactions, profits and balances are eliminated in full on consolidation. The results of overseas operations are translated at 
average exchange rates and their balance sheet is translated at the rates ruling at balance sheet date. Exchange differences arising on translation of 
the opening net assets and results of overseas operations are dealt with through reserves. 35
Asterand plc - Annual Report and Financial Statements 2008
1. Accounting policies and basis of preparation continued
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the subsidiary. 
Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on 
goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill 
is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-
generating units that are expected to benefit from the business combination in which the goodwill arose.
(b) Intellectual property
Intangible assets in respect of in-process research and development are shown at their acquired fair value. Such assets have a finite useful life and 
are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate their cost over their estimated 
useful lives or during the period in which the property rights are sold, whichever is shorter.
(c) Computer software
Costs that are directly associated with the development of identifiable software products that are controlled by the Group, and that will probably 
generate economic benefits exceeding costs beyond one year, are recognised as intangible assets, and are amortised over their estimated useful lives 
(not exceeding three years).
Foreign currencies
Exchange differences arising on consolidation are translated into sterling as follows:
(i) assets and liabilities are translated at the closing rate at the date of balance sheet;
(ii) income and expenses are translated at average exchange rates; and
(iii) all resulting exchange differences are recognised as part of equity.
Exchange differences arising on trading are taken to the income statement.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s 
activities. Revenue is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow through to 
the entity and when specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to 
be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into 
consideration the type of customer, the type of transaction and the specifics of each arrangement.
(a) Services
  Amounts received or receivable for services provided under research and development contracts are recognised as revenue when earned as 
defined within their contracts. Amounts received or receivable in respect of milestone payments under contracts and agreements are recognised 
as revenue when the specific conditions in the contract have been satisfied. Revenue is recognised on long-term contracts using the percentage 
of completion method.
(b) Tissue
  Tissue sales are recognised at the point of shipment of materials and clinical data to the customer in compliance with contractual arrangements.
(c) License fees
  License fees for the out-licensing of therapeutics programmes are recognised when the Group has discharged all responsibilities and will incur 
no further significant costs.
(d) Interest income
 Interest income is recognised on a time-proportion basis. 
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group 
will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period to 
match them with the costs that are intended to compensate.
Segmental reporting
The Group operates as only one business segment relating to providing tissue services. All revenue and costs are recorded in the income statement 
under this segment.
The Group operates across four geographical segments. The UK is the home country of the legal parent and the base of its geographic operations. 36
Asterand plc - Annual Report and Financial Statements 2008
1. Accounting policies and basis of preparation continued
Research and development
Research and development expenditure is currently written off to the Income Statement as it is incurred. The Group does not currently have any 
internal development costs that qualify for capitalisation as intangible assets under IAS 38 – ‘Intangible Assets’. 
Operating leases
Costs in respect of operating leases are charged on a straight-line basis over the lease term. Benefits, such as rent-free periods, received and 
receivable as incentives to take on operating leases are spread on a straight-line basis over the lease term, or, if shorter than the full lease term, over 
the period to the review date on which the rent is first expected to be adjusted to the prevailing market rent.
Finance leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. 
Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the present value of the minimum lease 
payments. Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are 
included in financial liabilities. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a 
constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance 
leases are depreciated over the shorter of the useful life of the asset or the lease term.
Retirement benefit costs
Retirement benefits to employees and Directors are provided by defined contribution pension schemes. The assets of these schemes are held 
separately from those of the Group in independently administered funds. Contributions made by the Group are charged to the income statement in 
the year in which they become payable.
Property, plant and equipment
Property, plant and equipment is shown at historical cost less accumulated depreciation. The cost of property, plant and equipment is its purchase cost, 
together with any incidental costs of acquisition.
Depreciation is calculated so as to allocate the cost of property, plant and equipment on a straight line basis to their residual values over their estimated 
useful lives, as follows:
Leasehold improvements over the term of the lease  
Plant and machinery 3-10 years
Laboratory equipment purchased solely for a particular project is depreciated over the life of that project. Leasehold improvements are depreciated 
over the lease term concerned.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Inventory
Biobank inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course 
of business less applicable selling expenses.
Cost is determined using the average cost method. The cost of finished goods comprises tissue acquisition costs, direct labour and other direct costs 
and related production overheads. Due to the nature of processing, there is no material amount of work in progress at any given time.
Trade and other receivables
Trade receivables do not carry interest and are stated at their initial value reduced by appropriate allowances for estimated irrecoverable amounts. 
A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts 
due according to the original terms of the business. 
Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and deposits with banks that have a maturity of three months or less from the date of acquisition. 
Cash and cash equivalents are carried in the consolidated balance sheet at cost.
Trade and other payables
Trade payables on normal terms are not interest bearing and are stated at their nominal value.
Provisions
Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events: it is probable that an outflow 
of resources will be required to settle the obligations, and the amount has been reliably estimated. Provisions are not recognised for future 
operating losses. 37
Asterand plc - Annual Report and Financial Statements 2008
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class 
of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of 
obligations is small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects 
current market assessments of the time value of money and the risks specific to the obligations. The increase in the provision due to passage of time 
is recognised as interest expense.
Current and Deferred taxation
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries 
where the Company’s subsidiaries operate and generate taxable income.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their 
carrying amounts in the consolidated financial statements in accordance with IAS 12 ‘Income taxes’. Deferred tax assets are recognised to the extent 
that it is probable that they are recoverable. Deferred tax assets and liabilities are not discounted.
Share capital
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a 
deduction, net of tax, from the proceeds. Shares in the Company held by employee trusts are funded by loans from the Company. These shares are 
presented as a deduction from equity at cost.
Share options
The Group operates equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of 
the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the 
options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market based 
vesting conditions are included in assumptions about the number of options that are to become exercisable. At each balance sheet date, the Group 
revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, 
if any, in the profit and loss account, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any 
directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. In accordance 
with the exemption available under IFRS 1 the Group has adopted the exemption to recognise no share option charges for options granted before 
7 November 2002 or which had vested by 1 January 2006.
Foreign currency risk
The Group has operations and trade in the UK and the US. Revenues are denominated principally in US dollars. Financing is denominated principally 
in sterling and expenses are incurred in both US dollars and sterling. Through these operations, the Group is subject to foreign exchange risk, 
including the risk of fluctuations in the Group’s net investment in, and reported results from, the US trading subsidiary when translated into sterling. 
Management does not consider it necessary to put in place measures to hedge against such risk. In addition, the UK trading subsidiary enters into 
contracts in a variety of foreign currencies.
The Group had overall surplus cash funds throughout the year but had to determine in which currency to hold cash available for working capital and 
surplus funds. This was done with reference to anticipated future expenditure patterns and relative returns on funds held in different currencies.
With the exception of gains and losses on those inter-company balances that are considered to be as permanent as equity and which are recorded in 
reserves, foreign exchange gains and losses arising are recorded immediately in the income statement. These amounts include US dollar-denominated 
cash balances held in the UK. In addition, the Group has other current assets and liabilities denominated in foreign currencies that the Board does not 
consider to be significant. The Company considers the factors affecting the Group when making decisions on which currencies to hold cash in.
At 31 December 2008, if sterling had weakened/strengthened by 5% against the US dollar with all other variables held constant, post-tax profit for the 
Group and post-tax loss for the Company for the year would have been £360,000 and £55,000 respectively (2007: £35,000 and £39,000 respectively) 
higher/lower, mainly as a result of foreign exchange gains/losses on translation of US dollar-denominated intercompany loans from the UK subsidiary 
to the US subsidiary. The loss is slightly more sensitive to movement in the £/$ exchange rates in 2008 than 2007 because of the increase in US dollar-
denominated cash balances. There is no risk associated with foreign exchange movements for the Company.
Interest rate risk
The Group finances its operations predominantly through cash and liquid resources generated through operating activities, from the issuance of equity 
shares, through financial liabilities and through an overdraft facility. It is the Group’s policy to invest surplus cash on deposit or in money market funds 
managed by professional money managers. The performance of the investments is reviewed by management on a regular basis to ensure that competitive 
rates of return are being achieved, subject to the Board’s requirement relating to the accessibility of funds and standing of financial institutions used. 
Management reviews regularly the financing facilities available to the Group to ensure competitive rates of interest are being obtained.
Liquidity risk
The Board monitors the level of cash and liquid resources on a regular basis, and management monitors the level on a daily basis, to ensure that the 
Group has sufficient liquid funds to enable it to meet its commitments as they fall due. This is achieved through the production and review of cash 
forecasts, including sensitivity analyses. The majority of the Group’s cash balances are invested in managed funds or invested in bank deposits within 
the parameters set by the Board. 38
Asterand plc - Annual Report and Financial Statements 2008
2. Critical accounting estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events 
that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related 
results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities 
within the next financial year are discussed below.
Impairment of goodwill
The excess of acquisition cost over the net assets acquired is recognised as goodwill in the financial statements.
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 1.
A discounted cash flow analysis has been prepared. This has been compared to the carrying value of goodwill and accordingly the Directors have 
concluded that there is no impairment to goodwill.
At 31 December 2008 the carrying value of goodwill was £611,000 and was allocated to Asterand UK Ltd and Asterand plc as a combined Cash 
Generating Unit. A 5 year discounted cash flow analysis has been prepared assuming an average 26% annual growth in revenue and a 12.5% discount 
rate. This has been compared to the carrying value of goodwill and accordingly the Directors have concluded that there is no impairment to goodwill.  
As an added sensitivity, if the estimated discount rate applied to the discounted cash flows had been 50% higher or 18.8%, there would still have been 
no impairment of goodwill as the net present value of future cash flows would still have been higher than the carrying value of goodwill.
The preparation of these estimates is subject to significant judgement. Positive cash flows forecast in these calculations are not certain. If these 
projections were prepared on the basis that the history of losses were continued for the projection period no positive cash flow would arise and the 
discounted cash flow valuation would be nil or negative. Consequently, a change in the basis of preparation would affect cash flows and if significant 
could lead to a conclusion to impair goodwill.
Fair values of financial assets and financial liabilities
There is no material difference between the book values and fair values of the Group’s financial assets and liabilities as at 31 December 2008, due to 
short maturity. Fair values have been calculated by discounting cash flows at prevailing interest rates.
In accordance with IAS39, the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do 
not meet certain requirements set out in the standard. Dual currency deposits contain an embedded derivative that is fair-valued based on discounted 
future cash flows with gains and losses passing through the income statement as hedge accounting is not available. There is no difference between 
the book and fair value of derivative financial instruments outstanding at the year end (2007 none).
3. Segmental reporting
The Directors are of the opinion that under IAS 14 ‘Segment Reporting’ the Group has only one business segment relating to the provision of products 
and services based on the use of human tissue. All revenue and costs are recorded in the income statement under this segment.
Within the business segment, revenues are split as follows:
   2008 2007 
   £000 £000
 Core business  11,772 7,358
 Licensing    3,439   250
   15,211 7,608
The Group operates across four geographical segments. The UK is the home country of the legal parent.
  Revenue Revenue  
  (by destination) (by origin) Segment Assets Capital Expenditure
  2008 2007 2008 2007 2008 2007 2008 2007 
   £000 £000 £000 £000 £000 £000 £000 £000
 United Kingdom 951 675 5,409 1,933 2,825 1,716 41 179
 Rest of Europe 1,368 550 – – – – – –
 North America 12,627 6,185 9,802 5,675 9,505 4,180 222 45
 Japan 265 198 – – – – – –
  15,211 7,608 15,211 7,608 12,330 5,896 263 224 39
Asterand plc - Annual Report and Financial Statements 2008
4. Employee information
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
   2008 2007 
   Number Number
 By activity
 Research and development    1   2
 Sales and marketing  15 16
 Technical  53 54
 Administration  21 18
   90 90
The average monthly number of persons (including Executive Directors) employed by the Company during the year was one (2007: one).
Staff costs for the Group for the above persons during the year were:
  Group Group Company Company 
  2008 2007 2008 2007 
  £000 £000 £000 £000
 Wages and salaries 5,598 4,170  328  169
 Social security costs 473    355    41    21
 Pension contributions 206    240    17    14
 Share based payments 23  (108)    21    16
   6,300 4,657  407  220
Pension costs relate to contributions to defined contribution schemes. The Group operates a defined contribution group personal pension scheme for 
employees and Executive Directors. The total pension cost for the Group was £206,000 (2007: £240,000). Outstanding pension obligations at the year 
end were £20,000 (2007: £20,000).
Key management compensation
The Directors are of the opinion that key management personnel are comprised of the Board of Directors and the CFO. These persons have the 
authority and responsibility for planning, directing and controlling the activities of the Group. For comparability, compensation for loss of office and 
termination benefits are not included for Directors that left office during the year (these amounts are disclosed in the Remuneration Report).
   2008 2007 
   £000 £000
 Salaries and short-term employee benefits  718 474
 Pension contributions    20   23
 Share based payments    21   16
   759 513
At 31 December 2008 two (2007: one) key management personnel had retirement benefits accruing under a defined contribution pension scheme 
as a result of their services to the Group. 40
Asterand plc - Annual Report and Financial Statements 2008
5. Profit/(loss) before taxation
   2008 2007 
   £000 £000
The following items have been charged/(credited) in arriving at profit/(loss) before taxation:
Depreciation of property, plant and equipment
 – owned assets    225 380
 – assets held under finance lease  2 3
 Amortisation of intangible assets  17 14
 Other operating lease rentals payable – property  244 336
 Repairs and maintenance expenditure on property, plant and equipment  82 112
 Research and development expenditure  270 659
 Trade receivables impairment  44 40
 Foreign exchange differences  (681) (61)
Services provided by the Asterand Group’s auditor and network firms
During the year the Group (including its overseas subsidiaries) obtained the following services from its auditor, PricewaterhouseCoopers LLP, at costs 
detailed below.
   2008 2007 
   £000 £000
 Auditors’ remuneration
 Audit services
 – Fees payable to Company auditor for the audit of Company and consolidated accounts  40 49
 Non-audit services
 Fees payable to the Company’s auditor and its associates for other services:
 – The audit of Company’s subsidiaries pursuant to legislation  26 33
 – Other services pursuant to legislation  20 26
 – Tax services  15 19
6. Exceptional expenses
Unusual and/or one time general and administrative expenses incurred outside the normal course of business are classified as exceptional items in 
the income statement.
Exceptional items comprised the following:
   Group Group 
   2008 2007 
   £000 £000
 Professional fees in relation to bid for the Group  – 310
 Restructuring  –   84
 Severance costs  319 176
   319 570
 
The severance costs recognised in 2008 of £319,000 are as a result of the restructuring of the services business in December 2008.  41
Asterand plc - Annual Report and Financial Statements 2008
7. Gain on insurance recovery 
Following the failure of a freezer in 2008, agreement was reached on the resulting insurance claims. The total insurance settlement was £880,000.  
This type of equipment failure is considered to be extraordinarily rare. It is highly unlikely that a failure of this type will occur again in the future as 
additional safeguards have been implemented to ensure the security of the biobank inventory.
The insurance policy was on a replacement cost basis and gave rise to an exceptional gain of £717,000.
The exceptional gain comprised the following:
   Group Group 
   2008 2007 
   £000 £000
 Insurance proceeds  880 –
 Book value of tissue   (161) –
 Net book value of freezer  (2) –
    717 –
8. Financial income – net
   2008 2007 
   £000 £000
 Interest income
 – Interest on short term bank deposits  87 169
 
 Interest payable and similar charges
 – Finance lease interest payable  (1) (19)
 – Bank and credit card interest payable  (33) –
 
 Financial income – net  53 150
9. Taxation
Analysis of credits/(charges) for the year
   2008 2007 
   £000 £000
 Current tax
 – UK adjustment in respect of prior periods  –  12
 – US adjustment in respect of prior periods  (15) (15)
 – US tax provision  (93) (21)
   (108) (24)
No current tax liability arises on the UK results for each year due to losses utilised or incurred. At 31 December 2008, there were tax losses available 
for carry forward in excess of £36.9 million (2007: £41.0 million) subject to approval by HM Revenue and Customs. A potential deferred tax asset of 
up to £9.6 million (2007: £10.5 million) based on losses available for carry forward at the full Corporation tax rate (28% effective 1 April 2008) has 
not been recognised because it is not probable that these assets will be recovered in the foreseeable future. 42
Asterand plc - Annual Report and Financial Statements 2008
9. Taxation continued
The tax credit for the year is different from the standard rate of corporation tax. The differences are explained below.
   2008 2007 
   £000 £000
 Profit/(loss) on ordinary activities before tax  3,983 (1,923)
 Profit/(loss) before tax multiplied by the effective tax rate of 28.5% (2007: 30%)  1,135 (577)
 
 Effects of:
 Expenses not deductible for tax  190 (80)
 Differences between depreciation and capital allowance  (1) (3)
 Other short term timing differences  (95) (60)
 Tax loss (utilised)/carried forward (subject to government body approval)   (1,024) 712
 Adjustments to tax in respect of prior periods  (15) (3)
 Difference in average tax rates in overseas countries  (298) (13)
 Total tax (charge) for the period  (108) (24)
10. Profits of holding Company
As permitted by section 230 of the Companies Act 1985, the parent Company’s income statement has not been included in these financial 
statements.
The parent Company’s result for the financial year was a loss of £1,095,000 (2007: loss of £1,153,000).
 
11. Earnings/(loss) per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of 5p Ordinary 
Shares issued during the period.  
For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of all dilutive potential 
Ordinary Shares. These represent share options granted to employees where the exercise price is less than the average market price of the Company’s 
Ordinary Shares during the year ended 31 December 2008.
Since 31 December 2008, 254,724 5p Ordinary Shares have been issued (2007: 78,000).
   
   2008 2007 
   £000 £000
 Earnings/(loss) attributable to ordinary shareholders (£000s)  3,875 (1,947)
 Weighted average number of shares (000’s)  109,929 106,159
 Basic earnings/(loss) per ordinary share  3.53p (1.83p)
   
   2008 2007 
   £000 £000
 Earnings/(loss) attributable to ordinary shareholders (£000s)  3,875 (1,947)
 Weighted average number of shares (000’s)  109,929 106,159
 Adjustments for: 
 Share options (000’s)  6,546 –
 Weighted average number of shares (000’s)  116,475 106,159
 Diluted earnings/(loss) per ordinary share  3.33p (1.83p)
In the year ended 31 December 2007, the Group had no dilutive potential Ordinary Shares in issue because it was loss making. 43
Asterand plc - Annual Report and Financial Statements 2008
12. Intangible assets
 Group 2008 Computer 
  software Goodwill Total 
  £000 £000 £000
 Cost 
 At 1 January 2008 75 611 686
 Additions 34 – 34
 Disposals – – –
 At 31 December 2008 109 611 720
 
 Amortisation 
 At 1 January 2008 14 – 14
 Charge for year 17 – 17
 Disposals – – –
 At 31 December 2008 31 – 31
 
 Net book value at 31 December 2008 78 611 689
 Group 2007 Computer 
  software Goodwill Total 
  £000 £000 £000
 Cost 
 At 1 January 2007 – 611 611
 Additions 75 – 75
 At 31 December 2007 75 611 686
 
 Amortisation 
 At 1 January 2007 – – –
 Charge for year 14 – 14
 At 31 December 2007 14 – 14
 
 Net Book Value at 31 December 2007 61 611 672
The £611,000 goodwill arose on the merger on 3 January 2006. Goodwill is not amortised, but is tested for impairment annually. Value in use 
calculations are generally utilised to calculate recoverable amount. Value in use is calculated as the net present value of the projected risk-adjusted, 
post-tax cash flows of the cash generating unit in which the goodwill is contained.
During the year the goodwill was tested for impairment in accordance with IAS 36. The conclusion of this exercise was that there had been no 
impairment.
The amortisation charge for the year of £17,000 (2007: £14,000) on computer software has been charged to general and administrative expenses 
(normal operations).
The Company owns no intangible assets. 44
Asterand plc - Annual Report and Financial Statements 2008
13. Property, plant and equipment
 Group 2008 Leasehold Plant and 
  improvements machinery Total 
  £000 £000 £000
 Cost 
 At 1 January 2008 414 1,576 1,990
 Additions 4 225 229
 Disposals – (15) (15)
 Exchange differences – 350 350
 At 31 December 2008 418 2,136 2,554
 
 Depreciation 
 At 1 January 2008 243 1,285 1,528
 Charge for year   10 215 225
 Disposals – (13) (13)
 Exchange differences – 350 350
 At 31 December 2008 253 1,837 2,090
 Net book value at 31 December 2008 165 299 464
 Group 2007 Leasehold Plant and 
  improvements machinery Total 
  £000 £000 £000
 Cost 
 At 1 January 2007  333 1,528 1,861
 Additions 81 68 149
 Exchange differences – (20) (20)
 At 31 December 2007 414 1,576 1,990
 
 Depreciation 
 At 1 January 2007 106 1,045 1,151
 Charge for year 137 246 383
 Exchange differences – (6) (6)
 At 31 December 2007 243 1,285 1,528
 Net book value at 31 December 2007 171 291 462
The Company owns no property, plant and equipment.
Assets held under finance leases have the following net book amount: 
   Group Group 
   2008 2007 
   £000 £000
 Plant and equipment 
 Cost  8 8
 Aggregate depreciation  (8) (6)
 Net book value  – 2 45
Asterand plc - Annual Report and Financial Statements 2008
14. Details of principal subsidiaries
 Fixed asset investments  Company Company 
   2008 2007 
   £000 £000
 Shares in Group undertakings 
 As at 1 January  10,114 10,238
 Capital increase/(reduction) in respect of share based payments  2 (124)
 As at 31 December  10,116 10,114
The capital contribution/(reductions) relate to the share option compensation charge/(credit) in respect of share options granted in the Company on 
behalf of the employees in Asterand UK Limited and Asterand, Inc.
Details of subsidiary undertakings are as follows:
    Proportion of nominal  
    value of issued 
     shares and 
   Description of voting rights held 
 Name of undertaking Country of incorporation shares held by the Group
 Asterand UK Limited England and Wales 20p Ordinary Shares 100%
 Asterand, Inc. US 1 cent, common stock 100%
The principal business activity of Asterand UK Limited is the use of human biological information in drug discovery and development. Asterand, Inc.’s 
principal activity is the collection and supply of human tissue samples to pharmaceutical and biotechnology companies.
Asterand UK Limited owns 100% of the issued share capital of the following companies:
   Description of   
 Name of undertaking Country of incorporation shares held Principal activities
 Pharmagene Laboratories Trustees Limited England and Wales £1 Ordinary Shares Trustees of the employee 
    share ownership plan
All of the above subsidiaries are included in the consolidated accounts.
15. Biobank Inventory
   Group Group 
   2008 2007 
   £000 £000
 Raw materials  666 551
 Finished goods  3,793 2,270
   4,459 2,821
The cost of inventories recognised as expense and included in cost of sales in 2008 amounted to £2,414,418 (2007: £1,538,662).
The 2008 inventory valuation increased by £1,638,000 compared to 2007 (2007: £208,000); £1,070,000 of this is attributable to foreign exchange 
gains (2007: £58,000 foreign exchange loss).
During the year, inventory of £161,000 was written off due to the failure of the freezer, as described in Note 7 – ‘Gain on insurance recovery’.  46
Asterand plc - Annual Report and Financial Statements 2008
16. Trade and other receivables – amounts falling due within one year
  Group Group Company Company 
  2008 2007 2008 2007 
  £000 £000 £000 £000
 Trade receivables 3,144 2,183 – –
 Less: provision for impairment of receivables (51) (38) – –
 Trade receivables – net 3,093 2,145 – –
 Other receivables 58 122 58 122
 Receivables from subsidiaries – – – 608
 Prepayments and accrued income 959 321 – –
 Corporation tax recoverable – 12 – –
 
 Current portion 4,110 2,600 58 730
 Non-current portion: loans to subsidiaries – –  50,784  50,705
 Less: provision against receivables from subsidiaries – – (46,242) (46,242)
 
 Non-current portion – – 4,542 4,463
The fair values of trade and other receivables are the same as their reported values.
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base which is chiefly comprised of major 
international pharmaceutical companies. The Directors, therefore, believe there is no further credit risk provision required in excess of normal provision 
for doubtful receivables.
Receivables from subsidiaries are £50.8 million (2007: £51.3 million). During 2006, Asterand plc established a provision of £46.2 million in the Company 
accounts against the opening receivable from Asterand UK Limited pre-merger. Accordingly, the corresponding amount was charged to the Company’s 
income statement.  Asterand plc has not written off this debt and Asterand UK Limited records the debt at full value. Upon consolidation the provision 
and the intra-Group balances have been eliminated and consequently have no effect on the Group’s results. Amounts advanced to both Asterand UK 
Limited and Asterand, Inc., since the merger have been recorded in the Company balance sheet at full value and are not considered impaired.
All non-current receivables are due within five years from the balance sheet date.
As of 31 December 2008, trade receivables of £905,000 (2007: £841,000) were past due and a provision of £51,000 (2007: £38,000) was made in 
respect of these. The ageing analysis of these trade receivables is as follows:
   2008 2007 
   £000 £000
 Up to 3 months  639 639
 3 to 6 months  107 43
 Over 6 months  159 159
   905 841
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
   Group Group 
   2008 2007 
   £000 £000
 Sterling  586    508
 US dollars  3,457 2,092
 Other currencies  67 –
   4,110 2,600 47
Asterand plc - Annual Report and Financial Statements 2008
The carrying amounts of the Company’s receivables are denominated in the following currencies:
   Company Company 
   2008 2007 
   £000 £000
 Sterling  4,600 5,193
Movements on the Group provision for impairment of trade receivables are as follows:
   Group Group 
   2008 2007 
   £000 £000
 At 1 January  (38) (9)
 Provision for receivables impairment  (44)  (38)
 Exchange differences  (7) –
 Receivables written off during the year as uncollectible  – 9
 Unused amounts reversed  38 –
 At 31 December  (51) (38)
The creation and release of provision for impaired receivables have been included in ‘general and administrative expenses’ in the income statement 
Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any 
collateral as security.
17. Cash and cash equivalents
   Group Group Company Company 
  2008 2007 2008 2007 
  £000 £000 £000 £000
 Cash at bank and in hand 6,880 2,199 42 6
  6,880   2,199 42 6
The Group maintains all cash and bank balances in Sterling and US Dollar accounts. Cash and bank balances represent cash attracting interest at 
floating rates held in current accounts, deposit accounts with banks at interest rates based on LIBID and US Prime and a fixed rate deposit maturing 
within less than three months. Interest of between 1.75% and 5.8% was earned during the period.
The weighted average interest rate of fixed rate deposits at 31 December 2008 was 3.02% (2007: 5.49%) and the weighted average period to maturity 
was 8 days (2007: 30 days). 48
Asterand plc - Annual Report and Financial Statements 2008
18. Trade and other payables
  Group Group Company Company 
  2008 2007 2008 2007 
  £000 £000 £000 £000
 Trade payables 712 543 – –
 Other taxation and social security payable 75 65 – –
 Other payables 34 171 – –
 Accruals 2,675 1,258 167 110
 Deferred income 744 763 – –
  4,240 2,800 167 110
 2008  One year   
  Within one year to five years After five years 
  £000 £000 £000
 Trade and other payables 821 – –
 Other financial liabilities 32 – –
 2007  One year   
  Within one year to five years After five years 
  £000 £000 £000
 Trade and other payables 779 – –
 Other financial liabilities    58 – –
The Group has the following undrawn borrowing facilities held at Silicon Valley Bank totalling £2 million:
   2008 2007 
   £000 £000
 Floating rate: 
 – Expiring within one year  2,000 –
 – Expiring beyond one year  – 2,000
 Fixed rate: 
 – Expiring within one year  – –
   – –
The facilities expiring within one year are annual facilities subject to review at various dates during 2008. 49
Asterand plc - Annual Report and Financial Statements 2008
19. Financial liabilities – finance leases
   Group Group 
   2008 2007 
   £000 £000
 Other current liabilities 
 Finance lease obligations  – 2
 Other non-current liabilities 
 Finance lease obligations  – –
   – 2
The Company has no finance leases.
The minimum lease payments under finance leases fall due as follows:
   Group Group 
   2008 2007 
   £000 £000
 Not later than one year  – 2
 Later than one year but not more than five years  – –
   – 2
 Future finance charges on finance leases  – –
 Present value of finance lease liabilities  – 2
The effective interest rate on finance lease liabilities was nil% (2007: 10%).
20. Financial liabilities – current debt
   Group Group 
   2008 2007 
   £000 £000
 Current portion of debt  32 56
 Total debt  32 56
The Group has no long term debt.  
The Group has an undrawn borrowing facility at Silicon Valley Bank totalling £2 million. Substantially all assets of the Group are pledged as collateral 
under this facility.
The Company has no long-term debt.
21. Financial instruments
The financial risks faced by the Group include interest rate risk, currency risk and liquidity risk. The Board reviews and agrees policies for managing 
each of these risks. The Group’s main objective in using financial instruments is to obtain an acceptable return from funds held on deposit. The Group’s 
policy is to raise cash in advance of when it is required using whatever financial instruments can be negotiated with the providers of finance at that 
time. This policy is, however, dependent on particular prevailing stock market conditions and the ability of the Group to obtain leasing and borrowing 
facilities on acceptable terms. The Group finances certain capital assets through the use of finance leases. Due to the nature of the Group’s activities, 
the Directors do not consider it necessary to use derivative financial instruments to hedge the Group’s exposures to fluctuations in interest rates, 
as these exposures are not considered significant. The Group uses forward foreign exchange contracts and foreign bank accounts to hedge against 
foreign currency exposures when considered appropriate.
The Group does not expose itself to substantial credit risk exposure on its cash resources. It places deposits only with “AA” and “AAA” rated banking 
institutions, amounts are placed for relatively short maturities. The Group maintains a policy of ensuring that there is not substantial concentration in 
the hands of any single fund. 50
Asterand plc - Annual Report and Financial Statements 2008
21. Financial instruments continued
The fair value of the financial assets and financial liabilities are not materially different from their carrying amounts.
The maturity and interest rate profile of cash and cash equivalents is set out in Note 17. The maturity and interest rate profiles of finance leases are 
set out in Note 19 and current debt in Note 20.
Currency profile of financial assets and liabilities
The currency profile of the financial assets and liabilities of the Group at 31 December 2008 is as follows:
  Sterling US Dollar Other Total  
    currencies 
  £000 £000 £000 £000
 At 31 December 2008 
 Financial assets
 Cash and cash equivalents 446 6,434 – 6,880
 Receivables 586 3,457 67 4,110
  1,032 9,891 67 10,990
 Financial Liabilities 
 Current debt – (32) – (32)
  – (32) – (32)
 At 31 December 2007 
 Financial assets
 Cash and cash equivalents 476 1,723 – 2,199
 Receivables 508 2,092 – 2,600
  984 3,815 – 4,799
 Financial Liabilities 
 Current portion of long term debt –   (56) – (56)
 Finance leases – (2) – (2)
  – (58) – (58) 
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for 
shareholders and benefits for other stakeholders and to reduce the cost of capital. 
The Group monitors capital and its ability to service debt on the basis of the quick ratio. This ratio is calculated as quick assets divided by current 
liabilities. Quick assets are calculated as cash plus accounts receivable as shown in the consolidated balance sheet. Current liabilities are as shown in 
the consolidated balance sheet less deferred revenue.
During 2008, the Group’s strategy, which was unchanged from 2007, was to maintain a quick ratio at greater than 2 to 1 in order to secure access to 
finance at a reasonable cost. The quick ratios at 31 December 2008 and 2007 were as follows:
   Group Group 
   2008 2007 
   £000 £000
 Cash  6,880 2,199
 Accounts Receivable  4,110 2,600
 Quick Assets  10,990 4,799
 
 Current Liabilities  4,240 2,800
 Less deferred revenue  (744) (763)
 Total  3,496 2,037
 
 Quick Ratio  3.1:1 2.4:1
The increase in the quick ratio during 2008 (2007: decrease) resulted primarily from the increase in cash balances (Note 17). 51
Asterand plc - Annual Report and Financial Statements 2008
22. Called up share capital and share premium
 Called up share capital 2008 2008 2007 2007 
 Group & Company Number £000 Number £000
 Authorised 
 150,000,000 (2007: 150,000,000) Ordinary Shares of 5p each 150,000,000 7,500 150,000,000 7,500
 Allotted, called up and fully paid 
 At 1 January 110,035,250 5,502 101,733,113 5,087
 Allotted under share option schemes 850,966 42 200,100 10
 Chrysalis Ventures II, L.P. shares issued 2,700,000 135 – –
 Other Ordinary Shares issued 100,000 5 – –
 Escrow shares issued – – 8,102,037 405
 At 31 December 113,686,216 5,684 110,035,250 5,502
During the year, the Company issued a total of 3,650,966 (2007: 8,302,137) Ordinary Shares of 5p nominal value. Of these, 2,700,000 shares were 
issued to Chrysalis Ventures II, L.P. A further 381,284 (2007: 200,100) shares were issued under the Share Incentive Plan (the “SIP”) and 469,682 
were share options exercised for a total consideration of £42,548 (2007: £9,970). A further 100,000 shares were also issued to a former director.
 Share premium account 
 Group & Company   £000
 At 1 January 2007   51,815
 Premium on shares issued during the year under the share option schemes   2
 Premium on Escrow shares issued   810
 At 31 December 2007   52,627
 Premium on shares issued during the year under the share option schemes   3
 Premium on Chrysalis Ventures II, L.P. shares issued   270
 At 31 December 2008   52,900
23. Shareholders’ funds and statement of changes in shareholders’ equity
 Group     Shares Reverse  Investment 
     Share Share to be Acquisition Other in own Retained Total  
     Capital Premium issued Reserves Reserves shares Losses Equity 
     £000 £000 £000 £000 £000 £000 £000 £000
 At 31 December 2006  5,087  51,815  1,215 (41,916) 3,083 (690) (10,553) 8,041
 New shares issued during the year  415 812 (1,215) – – – – 12
 Shares to be issued  – – 15 – – – – 15
 Loss for the financial year  – – – – – – (1,947) (1,947)
 Share option compensation  – – – – – – (108) (108)
 Exchange translation differences  – – – – – – (117) (117)
 At 31 December 2007  5,502  52,627 15 (41,916) 3,083 (690) (12,725) 5,896
 New shares issued during the year  182 273 (15) – – – – 440
 Shares to be issued  – – 20 – – – – 20
 Profit for the financial year  – – – – – – 3,875 3,875
 Share option compensation  – – – – – – 23 23
 Exchange translation differences  – – – – – – 2,076 2,076
 At 31 December 2008  5,684 52,900 20 (41,916) 3,083 (690) (6,751) 12,330 52
Asterand plc - Annual Report and Financial Statements 2008
23. Shareholders’ funds and statement of changes in shareholders’ equity continued
Included within the investment in own shares reserve are 150,780 shares of 5p each held by an Employee Share Ownership Plan (‘ESOP’) of the Group 
and 1,001,995 shares of 5p each held by The Pharmagene plc Employment Benefit Trust (‘PEBT’).
In 2007, the ESOP and PEBT were discontinued and the shares were transferred to the 2007 Employee Ownership Plan Trust (‘2007 EOPT’) for the 
satisfaction of share obligations under all option plans.
The costs of funding and administering the 2007 EOPT are charged to the income statement of the Group in the period to which they relate.
At 31 December 2008, the shares owned by the 2007 EOPT had a market value of £167,152 (2007: £64,901).
Other Reserves represent the merger reserve arising on consolidation, being the share capital and share premium account balances of Pharmagene 
Laboratories Limited (renamed Asterand UK Limited) less the nominal value of the shares issued by the Company to acquire these shares, before the 
merger with Pharmagene plc (renamed Asterand plc) prior to the initial public offering of the Company in 2000.
 Company    Shares   
   Share Share to be Retained Total  
   Capital Premium  issued Loss Equity 
   £000 £000 £000 £000 £000
 At 31 December 2006   5,087 51,815 1,215 (41,680) 16,437
 Proceeds from new shares issued during the year  415 812 (1,215) – 12
 Shares to be issued  – – 15 – 15
 Loss for the financial year  – – – (1,153) (1,153)
 Share option compensation  – – –  16 16
 Capital contribution in respect of share based payments  – – – (124) (124)
 At 31 December 2007  5,502 52,627 15 (42,941) 15,203
 Proceeds from new shares issued during the year  182 273 (15) – 440
 Shares to be issued  – – 20 – 20
 Loss for the financial year  – – – (1,095) (1,095)
 Share option compensation  – – – 21 21
 Capital contribution in respect of share based payments  – – – 2 2
 At 31 December 2008  5,684 52,900 20 (44,013) 14,591
24. Share option schemes
All Executive Directors and employees are eligible for grants of share options based on a proportion of salary. In order to promote sustained 
performance, Asterand’s remuneration committee gives consideration annually to the grant of share options. Share options are granted at the closing 
mid-market value of Asterand’s Ordinary Shares on the day prior to grant and vest with the Director or employee after a period of three years, subject 
to demanding performance targets related to the primary strategic objectives of the Asterand Group.
Pharmagene plc prior to the merger with Asterand Inc. had established the following employee share and share option schemes:
(i) the Pharmagene plc Discretionary Share Option Scheme;
(ii) the Pharmagene Laboratories Trustees Limited Discretionary Share Option Scheme;
(iii) the Executive Share Option Scheme;
(iv) the Profit Sharing Scheme;
(v) the LTIP
(vi) the (1999) Approved Discretionary Share Option Scheme;
(vii) the (1999) Unapproved Discretionary Share Option Scheme;
(viii) the Share Incentive Plan; and
(ix) the Performance Share Plan
All of the above share option schemes are closed (without prejudice to existing options) so that no further options may be granted under them. In the 
following tables these are referred to as the “Former Pharmagene Share Option Schemes”. 53
Asterand plc - Annual Report and Financial Statements 2008
24. Share option schemes continued
In addition, Asterand, Inc. had established two option schemes: the 2000 Stock Plan – Employee share option scheme; and the 2000 Stock Plan – 
Investor incentive share option scheme. In the following tables these are referred to as the “Former Asterand, Inc. Share Option Schemes”.
Under the Merger Agreement Pharmagene plc (renamed Asterand plc) assumed the former Asterand, Inc. Share Option Schemes. Shares issued under 
these schemes were translated at the merger ratio rate of 7.59 Asterand plc shares for each Asterand, Inc. share. However, provision in the Merger 
Agreement provides for the re-basing of options where shares would be issued at less than nominal value. This re-basing permits the amendment of 
the call and the number of shares issued provided the economic value to the option holder is maintained. During 2008 no options over Asterand, Inc. 
shares were exercised.
The 2007 Long Term Incentive Plan was introduced in May 2007 (the “2007 LTIP”). Under the 2007 LTIP, individuals may receive a conditional right to 
receive Asterand plc shares, which cliff vest after three years and are subject to continued employment. Shares issued to senior management under 
the 2007 LTIP are subject to the achievement of stretching performance conditions determined by the Remuneration Committee. During 2008, rights 
over 0.7million (2007: 4.4 million) shares were awarded under this plan.
The 2007 Executive Share Plan was introduced for Executive Directors in March 2007 (the “2007 Executive Plan”). Options are granted under this plan 
at the closing mid-market value of the Company’s Ordinary Shares on the day of grant and vest with the Director over a period of three years. No 
Executive options were issued in 2008 (2007: 3,849,809).
Former Pharmagene plc Share Option Schemes
A reconciliation of option movements over the year to 31 December 2008 is shown below:
   2008 2007
   Weighted  Weighted 
   average  average 
   exercise  exercise 
  Number price Number price
 Outstanding at 1 January 914,723 £0.52 2,660,941 £0.38
 Granted – – – –
 Forfeited (70,033) £0.59 (1,746,218) £0.32
 Exercised – – – –
 Outstanding at 31 December 844,690 £0.51 914,723 £0.52
 Exercisable at 31 December 762,277 £0.51 832,310 £0.52
    2008 2007 
   Weighted average Weighted average
   remaining life remaining life
  Weighted    Weighted  
  average    average  
  exercise Number   exercise Number 
 Range of exercise prices price of shares Expected Contractual price of shares Expected Contractual
 £0.05 to £0.30 £0.05 104,507 1.0 5.3 £0.05 104,507 2.0 6.3
 £0.30 to £0.40 £0.33 67,577 0.2 3.7 £0.33   79,577 0.4 4.7
 £0.40 to £0.55 £0.49 491,380 – 0.7 £0.49 528,048 – 1.7
 £0.55 to £0.80 – – – – – – – –
 £0.80 to £1.00 £0.90 147,713 – 3.2 £0.90 165,213 – 4.2
 £1.00 to £2.00 £1.04 33,513 – 2.3 £1.04   37,378 – 3.3
   844,690    914,723  
The total credit for the year relating to employee share based payment plans was £27,481 (2007: £131,073), all of which related to equity-settled 
share based payment transactions.
The fair value of options granted was estimated on the date of grant using the Black Scholes option pricing model assuming no dividend yield. There 
were no options granted under these plans in 2008 or 2007. The assumptions for the grant in 2005 were as follows: 54
Asterand plc - Annual Report and Financial Statements 2008
24. Share option schemes continued
Options fair value assumptions
  3 March 2005  
  (1999) Unapproved Discretionary 9 March 2005 
 Grant date Scheme Share Option Scheme Performance Share Plan
 Weighted average share price 31.5p 29.5p
 Exercise price 34p 5p
 Vesting period (years) 3 years 3 years
 Expected volatility 45% 45%
 Expected life (years) 5.7 years 5.7 years
 Risk free rate 4.75% 4.79%
 Fair value per option 14.7p 25.8p
Share options were granted under service conditions. The estimate of the probability of meeting these conditions is reflected in the “Expected” versus 
“Contractual” remaining life above.
The expected volatility is expressed as the standard deviation of expected share price returns.
Former Asterand, Inc. Share Option Scheme – Employee Option Scheme
   2008 2007
   Weighted  Weighted 
   average  average 
   exercise  exercise 
  Number price Number price
 Outstanding at 1 January 1,726,194 $0.08 3,972,348 $0.08
 Granted – – – –
 Forfeited (364,320) $0.09 (1,446,252) $0.09
 Exercised – – (799,902) $0.06
 Outstanding at 31 December 1,361,874 $0.07 1,726,194 $0.08
 Exercisable at 31 December 1,359,035 $0.07 1,539,502 $0.07
    2008 2007 
   Weighted average Weighted average
   remaining life remaining life
  Weighted    Weighted  
  average    average  
  exercise Number   exercise Number 
 Range of exercise prices price of shares Expected Contractual price of shares Expected Contractual
 $0.03 $0.03 36,053 – 2.7 $0.03 36,053    – 3.7
 $0.05 $0.05 222,478 – 4.0 $0.05 389,458    – 4.8
 $0.06 $0.06 693,483 0.9 5.9 $0.06 693,483 1.5 6.9
 $0.12 $0.12 409,860 1.8 6.2 $0.12 607,200 3.0 7.2
   1,361,874    1,726,194  
There was a charge of £2,443 (2007: £5,902) for the period relating to employee share based payment plans.
The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model assuming no dividends yield. 
There were no options granted under these plans in 2008 or 2007. Share options were granted subject to service. The estimate of the probability of 
meeting these conditions is reflected in the “Expected” versus the “Contractual” remaining life above. The range of assumptions used for each year in 
estimating the fair values are set out below. 55
Asterand plc - Annual Report and Financial Statements 2008
24. Share option schemes continued
The expected volatility is based on historical volatility over the last four years. The expected life is the average expected period to exercise. The risk 
free rate of return is the yield on a US Treasury Bond of a term consistent with the assumed option life.
Options fair value assumptions
 Year of grant 2008 2007 2006 2005
 Weighted average share price – – – $0.88
 Exercise price – – – $0.88
 Vesting period (years) – – – 0-4
 Expected volatility – – – 25%
 Expected life (years) – – – 2.7-5.4
 Risk free rate – – – 4.80%
 Fair value per option – – – $0.19-$0.30
Asterand plc Share Option Schemes
A reconciliation of option movements over the year to 31 December 2008 is shown below:
   Number Weighted 
    average 
    exercise 
    price
 Outstanding at 1 January  8,293,809 £0.023
 Granted  719,000 –
 Forfeited   (654,000) –
 Exercised  – –
 Outstanding at 31 December  8,358,809 £0.023
 Exercisable at 31 December  – –
    2008 2007 
   Weighted average Weighted average
   remaining life remaining life
  Weighted    Weighted  
  average    average  
  exercise Number   exercise Number 
 Range of exercise prices price of shares Expected Contractual price of shares Expected Contractual
 nil nil 4,509,000 4.7 9 nil 4,444,000 5.7 10
 £0.049 £0.049 3,849,809 4.7 9 £0.049 3,849,809 5.7 10
The total charge for the year relating to employee share based payment plans was £48,278 (2007: £17,420), all of which related to equity-settled 
share based payment transactions. 56
Asterand plc - Annual Report and Financial Statements 2008
24. Share option schemes continued
The fair value of options granted was estimated on the date of grant using the Black Scholes option pricing model assuming no dividend yield. 
The assumptions for the grants were as follows:
Options fair value assumptions
  29 December 2008 21 December 2007 26 December 2007 
 Grant Date Scheme 2007 LTIP 2007 LTIP 2007 Executive
 Weighted average share price 13.5p 5.6p 4.9p
 Exercise price nil nil 4.9p
 Vesting period (years) 3 years 3 years 3 years
 Expected volatility 25%   25% 25%
 Expected life (years) 5.7 5.7 5.7
 Risk free rate 4.5% 4.5% 4.5%
 Fair value per option 13.5p 5.6p 1.7p
Share options were granted under service conditions. The estimate of the probability of meeting these conditions is reflected in the “Expected” versus 
“Contractual” remaining life above. 2007 LTIP share options cliff vest after 3 years and are thus more likely to lapse before exercisable than if they 
vested equally over the same period. This assumption is factored into the charge for the period.
The expected volatility is expressed as the standard deviation of expected share price returns.
25. Commitments
The Group and Company had no commitments (2007: £nil) at the end of the year for capital expenditure contracted for but not provided in the 
financial statements.
The Group leases all of its laboratories and office premises under non-cancellable operating lease agreements. The leases have varying terms, and 
renewal rights. The Group also leases a small amount of plant and machinery.
The lease expenditure charged to the income statement during the year is disclosed in Note 5.
At 31 December 2008, the Group had annual commitments under non-cancellable operating leases expiring as follows:
   Group Group 
   2008 2007 
   £000 £000
 Within one year  70 142
 Within two to five years  163 45
   233 187
The Company had no commitments under non-cancellable operating leases as at 31 December 2008 (2007: £nil). 57
Asterand plc - Annual Report and Financial Statements 2008
26. Related party transactions
 R C J Charlton – under an agreement dated 23 September 2006, Mr Charlton agreed to provide not less than 75 days consultancy at the rate of £750 
per day (excluding VAT) plus expenses after stepping down as Director and Chief Executive Officer on 28 March 2007. Mr Charlton’s consultancy 
services are in relation to establishing biobanking collaborations. £18,607 (2007: £18,000) was paid to Mr Charlton in 2008 under this consultancy 
agreement.
Under IFRS, the transactions between the Company and the Group must be disclosed. The Company entered into the following transactions in the 
year with the Group:
   Company Company 
   2008 2007 
 Intercompany receivable    £000   £000
 At 1 January   4,463    2,167
 Additional amounts advanced       79    2,296
 At 31 December   4,542    4,463
The Company has issued share options to employees of subsidiary undertakings and, in accordance with IFRS 2, has made a charge in the year of 
£2,000 (2007: credit of £124,000). 58
Asterand plc - Annual Report and Financial Statements 2008
Notice of Annual General Meeting 
of Asterand plc
Notice is hereby given that the Annual General Meeting of Asterand plc (the “Company”) will be held at the offices of Buchanan 
Communications, 45 Moorfields, London, EC2Y 9AE on Thursday 4 June 2009 at 10:00 am for the following purposes
Explanatory notes to the notice of Annual General Meeting
Resolution 1 – Accounts
The Companies Act 2006 requires that, for each financial year, the Directors present the audited accounts and the reports of the Directors and auditors 
to a general meeting of shareholders. These are contained in the Company’s 2008 Annual Report and Accounts as set out on pages 1 to 57 of this 
document.
Resolution 2 – Remuneration report
The Directors’ Remuneration Report Regulations 2002 require UK companies quoted on the London Stock Exchange to put an ordinary resolution to 
shareholders at the Annual General Meeting seeking approval of the Remuneration Report. The Remuneration Report is contained on pages 17 to 
22 of this document. The vote is advisory in nature, in that payments made or promised to Directors will not have to be repaid in the event that the 
ordinary resolution is not passed.
Resolution 3 – Appointment of Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years and those Directors who have been 
appointed by the Board during the year are also required to offer themselves for election by shareholders.
Jack Davis has served as a Non-Executive Director since 2006 and as Chairman of the Board since May 2008 and offers himself for 
a three year term renewal.
Jack Davis was appointed as Chairman of Asterand in May 2008. He was previously on the Board of Asterand prior its merger with Pharmagene plc. 
He also serves on the Boards of Cytologix, Inc., Repromedix (Chairman), Claros, Inc., Collages.net, Inc. and Laboratory Partners, Inc. Mr. Davis 
co-founded Dianon Systems, a company that specializes in providing pathology services, holding the position of CEO, Chairman and Director. He has 
also served as CEO and Director of Calpyte Biomedical Corporation, Genica Pharmaceuticals and Infant Advantage, Inc. For over 15 years, Mr. Davis 
served in various executive positions with Abbott Laboratories, the last being Vice President and General Manager of Worldwide Diagnostic Products.
Resolution 4 – Appointment of Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years and those Directors who have been 
appointed by the Board during the year are also required to offer themselves for election by shareholders.
Ian Ratcliffe was appointed on 15 May 2008 and offers himself for election by shareholders.
Ian Ratcliffe is currently President and CEO of Stemgent Inc. a Boston, MA based company, focused on the development and sale of novel consumable 
reagents for use in stem cell research. Prior to Stemgent, Mr . Ratcliffe was President of Upstate, a leading provider of cell signalling research products and 
services. He also previously served as the Company's COO, CFO and EVP of Sales and Marketing. In his final post as President, Mr . Ratcliffe was instrumental 
in facilitating the acquisition of Upstate by Serologicals Corp. in September 2004 and he served as President of the Upstate division until May 2005.
Resolution 5 – Appointment of Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years and those Directors who have been 
appointed by the Board during the year are also required to offer themselves for election by shareholders.
Jill Force was appointed on 17 June 2008 and offers herself for election by shareholders.
Jill Force is currently a Partner with The Allegro Group, Inc. (Louisville, KY) which provides interim management and business advisory services to 
public and private healthcare companies as well as equity and venture capital firms. Prior to this position, she served as Executive Vice President, 
General Counsel and Chief Administrative Officer for Life-Care, a privately held company that operates 20 long term acute care hospitals. Ms. Force 
spent 10 years as SVP, General Counsel and Corporate Secretary for Vencor, Inc. (now Kindred Healthcare, Inc.) where she was part of a team that 
grew the company from one hospital to a Fortune 500 operator of hospitals, nursing facilities and contract medical services.
Resolution 6 – Appointment of Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years and those Directors who have been 
appointed by the Board during the year are also required to offer themselves for election by shareholders.
Robert Salisbury was appointed on 17 June 2008 and offers himself for election by shareholders.
Robert Salisbury has more than 20 years of experience in the pharmaceutical industry. Previously, he was Executive Vice President & Chief Financial 
Officer of Pharmacia & Upjohn Inc (Windsor UK) and as such had full responsibility for the finance, corporate strategy, human resources, investor 
relations & corporate communication functions within the company. In this capacity, he was integral to implementation of the post-merger global 
integration of the two companies across its units and subsidiaries within 48 countries. Mr. Salisbury has extensive investor contacts through his 
involvement in Pharmacia's $4 billion secondary stock offering and other investor relations activities. 59
Asterand plc - Annual Report and Financial Statements 2008
Resolution 7 – Appointment of Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years and those Directors who have been 
appointed by the Board during the year are also required to offer themselves for election by shareholders.
Jonathan Fleming was appointed on 2 September 2008 and offers himself for election by the shareholders.
Jonathan Fleming has been a General Partner of Oxford Bioscience Partners since 1996 and currently serves as the Managing General Partner. Oxford 
Bioscience Partners is an international venture capital firm with more than $ 900 million under management that specializes in life science technology 
based investments. Prior to joining Oxford Bioscience Partners, Mr. Fleming was a founding General Partner of MVP Ventures (Boston, MA) and a 
co-founder of Medica Venture Partners (Israel).
Resolution 8 – Reappointment of auditors and auditors’ remuneration
The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the next such 
meeting. Following the recommendation of the audit committee, the Directors propose to reappoint PricewaterhouseCoopers LLP as auditors of the 
Company. The resolution also proposes that the Directors be authorised to determine the level of the auditors’ remuneration.
Resolution 9 – Issue of shares by the Directors
Resolution 9 is to renew the Directors’ authority to issue the authorised but unissued capital of the Company.
The authority is over shares up to an aggregate nominal value of £1,894,770, (37,895,405 Ordinary Shares of 5p each) which represents approximately 
33% of the Company’s issued ordinary share capital. The Directors have no present intention of exercising the authority, other than issuing relevant 
securities pursuant to rights under employee share schemes. As of the date of the Notice of the AGM the Company does not hold any shares in treasury 
under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003.
Resolution 10 – Disapplication of pre-emption rights
Resolution 10 is to renew the Directors’ authority to issue a limited number of shares for cash without first offering them to existing shareholders. 
This resolution disapplies the statutory pre-emption rights of existing shareholders contained in section 89 of the Companies Act 1985. The authority 
is limited to shares up to an aggregate nominal value of £568,431, (11,368,622 Ordinary Shares of 5p each) which represents approximately 10% 
of the Company’s issued ordinary share capital. Following consultation with major shareholders and having regard to the relatively small size of the 
company and its stage of development, the Directors have concluded that it is appropriate for the Company to depart from the guidelines published 
by the Pre-emption Group which includes representation of the Association of British Insurers (“ABI”) and the National Association of Pension Funds 
which recommend that the disapplication of pre-emption rights should be for no more than (a) 5% in any year and (b) 7.5% in any rolling three-year 
period of the Company’s issued ordinary share capital. This resolution will be proposed as a Special Resolution.
The authorities sought by Resolutions 9 and 10 are to replace the existing powers of the Directors, which will expire at the conclusion of the Annual 
General Meeting. The authorities sought will expire at the conclusion of the Annual General Meeting to be held in 2009.
Resolution 11 – Amend Articles of Association
Resolution 7 proposes an amendment to the Articles of Association concerning Directors’ conflicts of interests which are being introduced in consequence 
of the implementation of the Companies Act 2006.
The Companies Act 2006 sets out directors’ general duties which largely codify the existing law but with some changes. Under the Companies Act, 
from 1 October 2008 a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict 
with the company’s interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or 
a trustee of another organisation. The Companies Act 2006 allows directors of public companies to authorise conflicts and potential conflicts, where 
appropriate, where the Articles of Association contain a provision to this effect. The Companies Act 2006 also allows the Articles of Association to 
contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty. The proposed amendment to the articles of association 
of the Company give the directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in 
a similar way to the current position.
There are safeguards which will apply when directors decide whether to authorise a conflict or potential conflict. First, only directors who have no 
interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision the directors must act in a way 
they consider, in good faith, will be most likely to promote the Company’s success. The directors will be able to impose limits or conditions when giving 
authorisation if they think this is appropriate.
The proposed changes are in line with provisions being adopted by other listed companies in response to the Companies Act 2006.
CREST Proxy Voting Service
In support of initiatives launched by the ABI, National Association of Pension Funds and Investment Management Association, shareholders who 
hold shares in uncertificated form (i.e. in CREST) are offered the facility of sending back an electronic proxy through the CREST proxy voting service 
in accordance with the procedures set out in the CREST manual and summarised in the notes to the notice of Annual General Meeting on pages 58 
and 61. 60
Asterand plc - Annual Report and Financial Statements 2008
Ordinary business
Resolutions 1 to 9 inclusive will be proposed as Ordinary Resolutions and Resolutions 10 and 11 as Special Resolutions.
1.  To receive the audited accounts of the Company for the year ended 31 December 2008, together with the Directors’ and auditors’ reports 
thereon.
2. To approve the Remuneration Report for the year ended 31 December 2008.
3. To appoint Jack Davis as Non-Executive Director.
4.  To appoint Ian Ratcliffe as Non-Executive Director.
5.  To appoint Jill Force as Non-Executive Director.
6.  To appoint Robert Salisbury as Non-Executive Director.
7.  To appoint Jonathan Fleming as Non-Executive Director.
8.  To reappoint the auditors, PricewaterhouseCoopers LLP as the Company’s auditors to hold office until the conclusion of the next general meeting 
at which accounts are laid before the Company, and to authorise the Directors to determine their remuneration.
9.  “That the Directors be and are generally and unconditionally authorised, pursuant to and in accordance with section 80 of the Companies Act 
1985 (the “Companies Act”), to exercise all or any of the powers of the Company to allot relevant securities (within the meaning of section 80(2) 
of the Companies Act) up to an aggregate nominal amount of £1,815,600 for a period expiring (unless previously renewed, waived or revoked) 
at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, on terms that during such period the 
Company may make an offer or agreement which would or might require relevant securities to be allotted after the expiry of such period, and 
the Directors may allot relevant securities in pursuance of such an offer or agreement as if such authority had not expired. Such authority shall 
be in substitution for all previous authorities granted to the Directors pursuant to section 80 of the Companies Act which are hereby revoked 
without prejudice to any allotments made or agreed to be made under them.”
10.  “That, subject to the passing of the previous Resolution 9, the Directors are empowered, pursuant to section 95 of the Companies Act, to allot 
equity securities (within the meaning of section 94(2) of the Companies Act) of the Company wholly for cash pursuant to the authority conferred 
by Resolution 5 as if section 89(1) of the Companies Act did not apply to such allotment provided that this power shall be limited to the allotment 
of equity securities:
 (a)  in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as may be practicable) 
to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary 
or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements 
of any regulatory body or stock exchange; and
 (b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £568,431;
  and shall expire (unless previously renewed, waived or revoked) at the conclusion of the next Annual General Meeting of the Company, on terms 
that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after the 
expiry of such period, and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power 
conferred hereby has expired.”
11. “That, the Articles of Association of the Company be altered by addition of the following Article 164:
 164 Conflicts of Interest
 164.1  The directors may (subject to such limitations and conditions, if any, as they may think fit to impose from time to time, and subject always 
to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:
  (a)  any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a 
direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be 
regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and
  (b)  a director to accept or continue in any office, employment or position in addition to his office as a director and without prejudice 
to the generality of paragraph (a) of this Article may authorise the manner in which a conflict of interest arising out of such office, 
employment or position may be dealt with, either before or at the time that such a conflict of interest arises,
  provided that the authorisation is only effective if: 61
Asterand plc - Annual Report and Financial Statements 2008
  (c)  any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question 
or any other interested director; and
  (d) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
 164.2  If a matter, or office, employment or position, has been authorised by the directors in accordance with this Article then (subject to such 
limitations and conditions, if any, as the directors may think fit to impose from time to time, and subject always to their right to vary or 
terminate such authorisation or the permissions set out below):
  (a)  the director shall not be required to disclose any confidential information relating to such matter, or such office, employment or 
position, to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him 
in relation to or in connection with that matter, or that office, employment or position; and
  (b)  the director may absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from 
information, which will or may relate to that matter, or that office, employment or position.”
By order of the Board
John Stchur
Chief Financial Officer and Company Secretary 
Asterand plc
2 Orchard Road
Royston
Herts SG8 5HD 
27 March 2009 62
Asterand plc - Annual Report and Financial Statements 2008
Notes:
1. Proxy
A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak and, vote (on either a poll, or a show 
of hands) instead of him. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares. 
You may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of the Company. Your proxy 
will vote or abstain from voting at his or her discretion. The instrument appointing a proxy (enclosed) must be delivered to the office of the Company’s 
Registrars not later than 48 hours before the time appointed for holding the Meeting. Return of a completed form of proxy will not preclude a member 
from attending and voting in person.
2. CREST proxy voting service
CREST members who wish to appoint a proxy or proxies by utilising the CREST proxy voting service may do so for the Annual General Meeting to be 
held on 4 June 2009 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other 
CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting 
service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be 
properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in 
the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given for a 
previously appointed proxy, must, in order to be valid, be transmitted so as to be received by our Registrars, Capita Registrars (ID RA1 0), by not later 
than 48 hours before the time appointed for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined 
by the timestamp applied to the message by the CREST Applications’ Host) from which the Registrar’s are able to retrieve the message by enquiry to 
CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated 
to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored 
member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall 
be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members 
and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning 
practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001.
3. Entitlement to vote
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the 
Company at 10.30 am on 5 May 2008 (or, in the event that this meeting is adjourned, in the register of members 48 hours before the time of any 
adjourned Meeting), shall be entitled to attend or to vote at this Meeting in respect of the number of shares registered in their names at that time. 
Changes to entries on the register of members after 10:00 am on 2 June 2009 (or, in the event that this Meeting is adjourned, 48 hours before the 
time of any adjourned meeting), shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
4. Website publication of audit concerns
Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by either: (i) a member or members having a 
right to vote at the Meeting and holding at least 5% of total voting rights of the Company; or (ii) at least 100 members have a right to vote at the 
Meeting and holding, on average, at least £100 of paid up share capital, the Company must publish on its website, a statement setting out any matter 
that such members propose to raise at the Meeting relating to the audit of the Company’s accounts (including the auditor’s report and the conduct of 
the audit) that are to be laid before the Meeting.
Where the Company is required to publish such a statement on its website: (i) it may not require the members making the request to pay any 
expenses incurred by the Company in complying with the request; (ii) it must forward the statement to the Company’s auditors no later than the time 
the statement is made available on the Company’s website; and (iii) the statement may be dealt with as part of the business of the Meeting.
A member wishing to request publication of such a statement on the Company’s website must send the request to the Company either: (i) in hard 
copy form to John Stchur, Chief Financial Officer and Company Secretary, Asterand plc, 2 Orchard Road, Royston, Herts SG8 5HD and must be signed 
by you; (ii) by e-mail to invest@asterand.com containing an electronic signature; or by fax to +44 (0)1763 211555 marked for the attention of John 
Stchur and must be signed by you. Whichever form of communication is chosen, the request must either set out the statement in full or, if supporting 
a statement sent by another member, clearly identify the statement which is being supported and must be received by the Company at least one 
week before the Meeting. 63
Asterand plc - Annual Report and Financial Statements 2008
5. Documents available for inspection
The register of Directors’ interests and copies of the Directors’ service contracts and letters of appointment with the Company or its subsidiaries will 
be available for inspection at the registered office of the Company during normal business hours and on the date of the Annual General Meeting at 
Buchanan Communications, 45 Moorfields, London, EC2Y 9AE from 9:00 am until the conclusion of the Meeting. 64
Asterand plc - Annual Report and Financial Statements 2008
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