i
Asterand plc
Poised for Growth
Annual Report and  Financial Statements 2007 Financial  Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
Contents
Asterand plc Annual Report and  Financial Statements 2007
Business Overview
  Highlights   1
  Chairman’s Statement   3
  Chief Executive’s Business Overview   4
  What We Do   6
   Financial Review   7
Governance
  Board of Directors   9
  Corporate Governance Report 11
  Directors’ Remuneration Report 14
  Directors’ Report 20
 
 Financial Sta tements
  Independent Auditors’ Report 25
  Consolidated Income Statement  26
   Consolidated and Company Statements of 
  Recognised Income & Expenses 27
 Consolidated Balance Sheet 28
  Company Balance Sheet 29
  Consolidated Cash Flow Statement 30
  Company Cash Flow Statement 31
  Notes to the Financial Statements 32
  Annual General Meeting – Information 57
  Notice of Annual Meeting 58
1996, March
Pharmagene founded by Dr Gordon Smith Baxter and 
Dr Bob Coleman and located in Royston, UK.
Business Overview Governance Financial Sta tements
1998 
Novartis Pharma (UK) purchase early Pathﬁnder 
human gene expression proﬁles from Pharmabase 
(latterly TargetEvaluator™).
1996, July
Pharmagene receives ﬁrst human tissue samples for 
research from their growing human tissue network. Asterand plc Annual Report and  Financial Statements 2007
1
Financial Statements Governance Business Overview
Highlights
2000, May
Asterand Inc. founded by Randal Charlton and Oxford 
Bioscience Partners. Originally called BioSamplex 
(later changed to Asterand in 2001) and located in 
laboratory facilities at the Karmanos Cancer Institute.
2001, March
Pharmagene awarded UK patent for use of 
EP4 antagonist for treatment of migraine.
2000, August 
Pharmagene granted public listing on the 
London Stock Exchange (LSE). 
The company raised £37m.
■  Awarded a one year $2.9 million contract by the US Department of Defense to review their tissue repository and 
provide recommendations for future use.
■  Received a £250,000 milestone payment from BTG on the progression of Asterand’s out-licensed migraine 
compound to Phase I.
■ Restructured the UK service operation, realising annualised savings of £700,000.
■  Revenue £7. 6  million (2006: £7. 5  million ) an increase of  9% (at constant exchange rates) compared to 2006; 
despite supply constraints caused by the temporary restrictions on Russian exports of human biological materials.
■  Operating expenses £5.6 million (2006: £6.4 million) a decrease of 9% (at constant exchange rates) despite exceptional expenses for bid, 
restructuring and severence costs.
■ Loss for the year £1.9 million, a 21% improvement over 2006 (£2.5 million loss).
■ EBI TDA £1.  2 million loss , a 37% improvement over 2006 (£ 1. 9 million loss) .
■  Cash resources £2.2 million (2006: £4.9 million). No  long-term debt. Secured a two year, £2 million working capital 
facility from Silicon Valley Bank in March 2007. Financial  Statements Governance Business Overview
2001
Asterand Inc.’s charter customer program initiated, 
with 5 major drug discovery companies.
2002
Asterand Inc. receives $2.3 million joint research 
contract with Wayne State University .
2001, September
Bristol Myers Squibb is the ﬁrst subscriber to 
Pharmagene’s TargetEvaluator™ database of 
human gene expression proﬁles, signing a multi-million 
pound deal.
Asterand plc Annual Report and  Financial Statements 2007
2 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
3
2002, September
Boehringer Ingelheim signs a 
Master Services Agreement to 
access Pharmagene’s PhaseZERO
®
 
drug discovery services.
2003
Key Pharmagene personnel inﬂuence the drafting 
of the UK Human Tissue Bill to enable ethically 
sourced and consented human tissues to be 
used for research.
2003
Asterand Inc. receives Series C round of funding 
from Oxford Bioscience Partners (Boston, MA), 
Fort Washington Capital Partners (Cincinnati, OH), 
Chrysalis Ventures (Louisville, KY), Arboretum 
Ventures (Ann Arbor, MI), Apjohn Ventures 
(Kalamazoo, MI), and Hillside Capital (Weston, CT).
Chairman’s Statement
 Business  Ov er view
  Asterand has made signiﬁcant progress towards meeting its strategic objectives of sustained positive cash ﬂow and sales growth to secure its position 
as a market leader in the provision of products and services based on the use of human tissue. 
The Group continues to advance its core business. In 2007,  we entered into and extended several agreements with key customers, for example Bristol 
Myers Squibb and  US Department of Defense. These agreements afﬁrm the value of our human tissue based solutions in the marketplace. We deploy 
our science and business development teams in a consultative sales approach to ensure each client’s unique needs are met and we believe that, over 
the long-term, the key driver of shareholder value will be our ability to utilise the scientiﬁc expertise gained from this close alliance with our customers. 
Corporate Action 
In May 2007, the Company received notice, from a consortium of its investors, of a cash offer for the Group. The initial offer was rejected, but 
discussions continued and the consortium increased its bid to a level that an independent committee of the Board was willing to recommend to 
shareholders. However, it became apparent that the consortium was unable to make a proposal that would lead to a timely offer and after consultations 
between its advisers and the UK Takeover Panel the consortium agreed to withdraw from bidding for six months. Throughout the negotiations, 
discussions were cordial. To date, all shareholders involved in the consortium have maintained their shares and they continue to support the Group’s 
str ategy for achieving growth and proﬁtability . 
 Board Changes, Corporate Governance and Leadership
 On 27 March 2007, following an extensive search, we were able to secure the services of Martyn Coombs  as  Director and Chief Executive Ofﬁcer  . He 
previously worked for Amersham plc for nine years in various senior roles and has a track record in business transformation and delivery of improved 
results. Martyn and his team have introduced changes to improve the Group’s operations and market penetration. I am  conﬁdent that these changes 
will be reﬂected in improved results  going forward. 
Randal Charlton and Ronald Openshaw resigned from Asterand in March 2007. We thank both of them for their guidance of the Group and wish them 
well in their future endeavours. 
On 18 February 2008, Ron Long resigned as  senior  independent  director. Ron had served on the Board since January 2001 during which time we have 
beneﬁted from his extensive experience in the pharmaceutical sector. Jack Davis, an existing non-executive director, was elected senior independent 
director following Ron’s resignation.
I have now served on the Board for eight years, the past ﬁve years as Chairman. Therefore, in accordance with best practice corporate governance, 
I have concluded that I should not offer myself for re-election at the forthcoming Annual General Meeting. The Board has decided that Jack Davis 
will be elected Chairman when I step down at the AGM. Jack has served as a director of Asterand Inc. since 2003 and has been  my colleague since 
 Asterand and Pharmagene merged in January 2006. I believe that he is  well qualiﬁed for the position with a proven track  record in various executive and 
non-executive director roles. I am very conﬁdent that the Group will continue to progress under his stewardship. 
Outlook 
We are seeing an increase in demand for human tissues and  related tissue based research services. There is clear evidence that pharmaceutical 
companies have begun to value the contribution of research generated by human tissue based in-vitro models. We believe this strong demand will 
provide a foundation for continued growth for the Group in the future. 
  David Lee
Chairman, Asterand plc Financial  Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
4
2004, May
Asterand is awarded a multimillion dollar contract 
to supply a major research university with a bank 
of cancer samples and clinical data.
2006, January
Asterand plc, a public company with a full listing on 
the London Stock Exchange, is formed through a 
reverse takeover of Pharmagene by Asterand.
2005 
Pharmagene repositions business to focus solely on 
drug discovery research services.
Chief Executive’s Business Overview
Dear Shareholders,
I felt honoured to be asked to join the  Group as CEO in March 2007. Asterand is a small company – only 90 people – but we are right at the centre of 
some m ajor changes affecting global pharmaceutical companies. These pharmaceutical companies are Asterand’s customers, and Asterand has the 
potential to make a real difference in their quest to get new drugs into the clinic more quickly and more safely . This will make a difference in the lives 
of ordinary people. In the process, we aim to build a substantive, successful and growing company, and realise value for our shareholders.
The use of human tissue in the discovery and development of new drugs is becoming more established and growing rapidly . There are many drivers 
of this growth . For example, it is becoming increasingly accepted that the use of animals in pre-clinical development provides only a partial guide to 
likely responses in humans. In addition there are obvious advantages, not least safety, of evaluating responses in human tissue before evaluating 
responses in humans themselves.
In the US, the National Cancer Institute has  concluded the lack of access to appropriately collected and annotated human tissue as one of the major 
barriers to realising the promise of developing targeted cancer diagnostics, preventives, and therapies.
In the past, pharmaceutical companies have sourced their required human tissue themselves, and carried out their own analyses. However, 
 requirements are becoming more speciﬁc and exact, such that excellence now requires:
■ A wide network of donor sites
■ An extensive biobank 
■ Ethical and consent compliance 
■ Tightly controlled QC procedures 
■ Scientists versed in the use of human tissue
■ Comprehensive clinical information
 Asterand is focused on the use of human tissue to support pharmaceutical companies in the discovery and development of new drugs. We are 
one of the few commercial companies focused on this need. Through our focus we have created expertise and we believe that we offer signiﬁcant 
advantages to our customers – for example, we regularly source from around 40 active donor sites, and are thus able to access tissues from a wide 
variety of ethnic backgrounds and disease types/stages with unrivalled turnaround. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
5
Asterand’s mission is to improve the effectiveness of pharmaceutical companies’ drug discovery and development programs and become the 
predominan t human tissue provider. Our solutions support activities across the entire drug discovery and development process. Whether a 
company requires well characteri sed and ethically consented specimens, assistance from expert scientists in the form of human tissue based 
research services, or consultation regarding the effective creation and maintenance of their biorepositories, Asterand has a solution to ﬁt each 
company’s needs.
In June 2007, as a result of a strategic review, the Board announced the future direction of the  Group in order to secure Asterand’s leading 
position in our market and to become proﬁtable as quickly as possible. We continue to make progress against that strategy, and during the second 
half of 2007:
■    We completed the restructure of the Group’s UK operations. As a result of these changes, we will realise annualised savings of approximately 
£700,000 without impacting the level of service we provide to our key customers.
■  We  have signiﬁcantly strengthened our management and personnel chieﬂy in the areas of sales and marketing. Our international sales team 
is now fully staffed with coverage for North America, Europe and Japan. We are already beginning to realise an impact from their efforts – we 
entered 2008 with a pipeline  well over £1 million in service projects.
■  We  have realised beneﬁts from enhanced cross-selling between tissue supply and research services. As a result, during the second half of 
2007 we have secured tissue supply contracts from service customers as well as service projects from clients who had previously purchased 
only biospecimens. We believe a key component of our success in the marketplace will be tied to our capability to provide a broad range of 
solutions to meet clients’ needs.
■  We  have improved our tissue supply operations to position the company for continued growth. During the summer of 2007, the company began 
a l ean six sigma review. The standardisation of our key processes to date has resulted in a  60% reduction in lab processing time. We expect to 
realise continued beneﬁts from this review.
■  We continue to make efforts to form close relationships with key customers, governed by Master Service Agreements. For example we signed 
an extension of our agreement with Bristol Myers Squibb (BMS) through which BMS gains an additional three years  access to Asterand’s 
PhaseZERO
®
 research services and XpressBANK™ Tissue repository .
Our prominent position as a leading supplier of human tissue based solutions was recently afﬁrmed by the award of a one year, $2.9 million contract 
with the US Department of Defense (DoD) to review and assess its specimen repository and provide recommendations on the optimal research 
use of the bank. The DoD repository is the largest tissue bank in the world and is currently overseen and managed by the Armed Forces Institute of 
Pathology . The 75 million samples span the period from 1917 to the present and represent some of the rarest diseases known to mankind. Our plans 
are to use the AFIP as our foundation client in a new service   offering directed towards biorepository consulting.
As our customers move to outsource and concentrate on their own core capabilities, our goal is to become their partner of choice in human tissue. 
We believe the progress we’ve achieved in 2007 has set the stage for signiﬁcant growth in 2008. 
Martyn Coombs
CEO, Asterand plc
2007, March
Martyn Coombs appointed as CEO.
2007
Asterand is awarded a $2.9 million contract by 
the US Department of Defense to review and 
evaluate the Armed Forces Institute of Pathology 
biomaterial bank.
2007, May
Asterand announces that Bristol Myers Squibb 
signs a further deal to access Asterand ‘s human 
tissue products (XpressBANK™) and services 
(PhaseZERO
®
 )
"We are a small company, but we have big 
aspirations. We seek to become the clear market  
leader in our niche, globally."
--Martyn Coombs
  Chief Executive Ofﬁcer Financial  Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
6
What We Do
 Who we are
Asterand plc is the leading global supplier of high quality, well characterised human tissue and human tissue-based research services to 
pharmaceutical companies. Our clients rely on  our scientiﬁc expertise, products and services to enhance the selection of drug 
candidates with an increased likelihood of clinical success.
Serving a critical need
Pharmaceutical research is at a critical crossroads. The failure rate for compounds in clinical trials remains high. Researchers have always known 
that animal models do not provide a complete guide to drug response in humans. Thus, scientists are becoming increasingly reliant upon human 
tissue-based models to improve decision making during the development of medicines. Asterand’s human tissue-based solutions fulﬁll this critical 
need. We have more than 90 employees who serve our customers by performing drug discovery research, supplying human biospecimens from our 
tissue repository and by providing biobank consulting services.
Our products
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 83 clients from major multinational drug development companies.
Asterand  also supplies human tissues, bioﬂuids and derivatives for research use. These specimens are extremely well  suited to drug development 
research due to the disease characterisation and documented clinical information that accompanies each sample.  Our XpressBANK™ biobank 
contains several hundred thousand specimens from a broad range of therapeutic areas, offering clients rapid delivery of specimens that best meet 
their research requirements.
Asterand’s expertise in the area of biomaterial collection, processing and storage is renowned. Our many years experience have provided us with 
the knowledge to give recommendations on the best practices within the ﬁeld to pharmaceutical companies, academic and research institutions. 
This expertise was afﬁrmed by the recent award of a one year, $2.9 million contract with the US Department of Defense (DoD) to review and assess 
its specimen repository .
Asterand’s heritage of drug development has produced a collection of drug compounds available for out-licensing. We continue to seek alliances 
to capture the value of this portfolio. One such relationship is with BTG, an international pharmaceutical company . Through a January 2006 
agreement, BTG gained compounds in the areas of migraine treatment. To date, Asterand has received £750,000 in licensing fees, royalties and 
milestone payments.
Combined Business Model
The  Group is advancing its combined business model to become the predominant leader in the market for human tissue based research. Asterand’s 
extensive expertise allows for a comprehensive approach to meet the research needs of drug development companies, whether their needs include 
biospecimen procurement, contract research services or biobank management.  Asterand plc Annual Report and  Financial Statements 2007
7
Financial Statements Governance Business Overview
 Results for the year ended 31 December 2007  
Revenue from the supply of human tissue samples , contract drug discovery research, consulting and licensing was £7.6 million (2006: 
£7.5 million) an increase of 9% over revenues in 2006 at constant exchange rates. The growth in revenue has been due principally to an increase 
in the supply of tissue samples during the year and the initiation of a consulting contract with the US Department of Defen se to assess and 
provide recommendations for the Armed Forces Institute of Pathology’s biorepository . In addition, the Group recogni sed revenues of £250,000 
under a licensing agreement with BTG as the migraine compound continued to meet positive milestones set out in the contract. Although new 
drug development is no longer a core activity of the business, the Group continues to focus on extracting maximum value from its existing 
Ther a peutics  por tf olio . 
Between June and August of 2007 the Russian Federal Customs Service placed restrictions on the export of human biological materials. It is 
believed these restrictions caused delays in supply to Asterand during the summer months of 2007. In response to the ban, Asterand accelerated its 
efforts to expand its tissue supply network beyond Russia. The diversiﬁcation of its global procurement network with alternative sites will ensure the 
company’s delivery of biomaterials will continue to be as free as possible from interruptions due to international regulatory changes.
Cost of Sales was £4. 1 million (2006: £4.0 million). This led to Gross Proﬁt for the year of £3. 5 million (2006: £ 3.5 million). Consequently, Gross 
Margins were 4 6% (2006: 47%). The reduction in gross margin is entirely due to the application of the Group’s new inventory accounting policy that 
resulted in a greater proportion of expenses being capitalised in 2006 than in 2007. 
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 capitali sed as an asset. This policy has been 
applied to 2006 results for comparison. The Board believes that this policy appropriately values the Group’s biobank asset that was previously 
unrecorded on the balance sheet and accurately matches costs of goods sold to revenues in the same period. The biobank inventory is valued at 
£2.8 million at 31 December 2007 (31 December 2006: £2.6 million). 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 reduced to £0.  7 million (2006: £1.2 million), a reduction of   45% over the previous year due to a cessation of early stage drug 
discovery and development work and a focus of the business on human tissue supply and human tissue based research services. The remaining 
R&D expenses relate to improvements of new product offerings to support this business model.
In aggregate, general  and administrative expenses were £3. 2 million (2006: £3.5 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. 6 million (2006: £0.5 million). These expenses relate to restructuring costs incurred by the Group during the year and professional fees related to 
a bid to purchase the Group. General and administrative costs relating to normal operations were £2. 7 million (2006: £3.0 million). The reduction is 
relating to an ongoing focus to reduce non-essential costs. The resulting loss for the year was £1.9 million, a 21% improvement over 2006 
(£2.5 million loss).
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 core business operations towards proﬁtability 
and positive cash ﬂow. The EBITDA loss for 2007 was £1. 2 million, a 3 7% improvement over 2006 (£1.9 million loss).  
   Financial 
 Review Financial  Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
Financing & Liquidity
At 31 December 2007 the Group had cash and cash equivalents of £2.2 million (2006: £4.9 million). The decrease of £2.7 million from 31 December 
2006 is principally due to operating activities. 
The  directors monitor the cash ﬂow and cash resources closely . It is the Group’s objective to reach proﬁtability and positive cash ﬂow as soon as 
practicable. Cash  outﬂows were reduced by £2. 4 million as compared to the same period in 2006.
In order to increase its cash headroom on 13 March 2007 the Group entered into a two year £2 million working capital facility with Silicon Valley 
Bank. There were no draw downs on this facility in 2007. 
Management Changes
 On  14 March 2007, Ronald Openshaw stepped down as Chief Financial Ofﬁcer and Company Secretary and John Stchur assumed control of the 
Company’s ﬁnance department and was appointed Company Secretary . Mr. Stchur was the head of ﬁnance for Asterand, Inc. prior to the merger with 
Pharmagene plc that led to the formation of Asterand plc in 2006. In November 2007, Mr Stchur was appointed Chief Financial Ofﬁcer of the Group.
Outlook
The focus of the Group is to reach sustained proﬁtability and grow the business. During 2007 the Group made progress towards these objectives by 
narrowing the loss incurred for the year and improving its management and sales teams.
There is also a constant evaluation of the Group’s cost base to ensure that its resources are used to best effect and that operations are as efﬁcient 
as possible. A restructuring of our services business was completed in 2007 and the Group embarked on a Lean Six Sigma review to streamline 
operations in pursuit of cost efﬁciencies. Together these strategies are designed to lead the group to attain its ﬁnancial objectives.
 John Stchur, CPA
Chief Financial Officer
8 9
Asterand plc Annual Report and  Financial Statements 2007
Governance Financial Statements Business Overview
Chairman
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 has continued to serve 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.
Executive Directors
Martyn Coombs – Chief Executive Ofﬁcer 
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 trebled in size to £1.4 billion. Subsequently he served in Japan for ﬁve years as President Amersham KK and concurrently Executive Vice 
President of Nihon Medi-Physics Co. Ltd, a $300m 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. Mr. Coombs has also served as President of PerkinElmer Japan, a 
subsidiary of PerkinElmer, Inc. He holds a ﬁrst degree in Mathematics and an MBA from Warwick Business School.
Non-Executive Directors
Ronald Long – Non-Executive Director (Senior Independent Director) 
Mr. Long was a non-executive director of Asterand plc during 2007. 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.
 
Board of Directors 10
Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
John Cullinane Jr. – Non-Executive Director 
Mr. Cullinane is currently a non-executive director of Asterand. 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.
 
David A. Jones Jr. – Non-Executive director  
Mr. Jones has been a director of Asterand since 2003. 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.
Jack Davis – Non-Executive Director
Mr. Davis is an independent director of Asterand plc. 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 specialises 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.
Mina Sooch – Non-Executive Director 
Ms. Sooch is currently a non-executive director of Asterand plc. She served on the Board of Asterand 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 .
Board of Directors Asterand plc Annual Report and  Financial Statements 2007
11
Governance Financial Statements Business Overview
The Combined Code
The directors have set out below and in the Remuneration Report on pages  14 to  19 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 2007 the board of directors comprised the Chairman, one executive director and ﬁve non-executive directors.
Changes to the board during 2007 included the retirement of Randal Charlton as Chief Executive Ofﬁcer and Executive Director and the appointment 
of Martyn Coombs as Chief Executive Ofﬁcer and Executive Director. Ronald Openshaw stepped down as Executive Director, Chief Financial Ofﬁcer 
and Company Secretary . Biographical details of current directors are set out on pages  9 and  10.
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 seven occasions during the year to consider all signiﬁcant issues as well as matters reserved speciﬁcally for board 
consideration. Ron Long, Jack Davis and David Lee were each absent for one of these meetings. On each such occasion these directors received 
papers for review and provided their comments prior to the meeting. 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. Ron Long  was identiﬁed as the senior independent director throughout 2007. As of 
18 February 2008, Jack Davis has been identiﬁed as the senior independent director.
The board considers that each of Mr Lee, Mr Davis and Mr Long 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 each of Mr Cullinane Jr, Mr Jones Jr and M s Sooch are not regarded as independent directors as they are or were partners 
or employees of funds which own shares in the Company . However, each  is considered independent of management.
Remuneration committee
The remuneration committee  was chaired by Mr Long and include d Mr Davis and Mr Jones Jr during 2007. The remuneration committee meets at 
least twice a year. The functions of the remuneration committee and its policy on remuneration are detailed on pages  14 to  19. The remuneration 
committee met formally on two occasions during the year at which all members were present.
Committees of the Board
The terms of reference of the remuneration, nomination and audit committees are made available on request.
Corporate Governance Report 12
Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
Audit committee
The audit committee  was chaired by Mr Davis and include d Mr Long and Mr Cullinane Jr during 2007. The board is satisﬁed that all members of the 
audit committee who served during the year have recent and relevant ﬁnancial experience.
This committee meets at least twice 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.
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 twice during the year. Mr Davis 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 the Chairman and the non-executive directors and is chaired by Mr Lee. The Chief Executive Ofﬁcer 
is normally invited to attend meetings of the committee. 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 one time during the year.
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 2007, the executive management 
committee was comprised of the executive director, 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 2007 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;
■ clearly identiﬁed and properly communicated business objectives;
■  an organisational structure which is appropriate to the needs of the Group and which may be subject to periodic review as those 
needs change;
■ clear and appropriate delegated authorities;
■  ﬁnancial approval and reporting procedures which enable progress 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. Asterand plc Annual Report and  Financial Statements 2007
13
Governance Financial Statements Business Overview
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 present.
Performance evaluation
A formal evaluation of board effectiveness was completed in 2007. 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
A whistleblowing policy was fully endorsed and implemented in 2007. 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.
Statement of compliance
The board has complied with the relevant principles and provisions of the Combined Code throughout the period under review.
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 institutional 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.
Going concern
At 31 December 2007, the Group had cash and short-term investments of £2.2 million. The directors have reviewed the 2008 budgets and 
projections for 2009 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 2007.
By order of the board
John Stchur
Chief Financial Officer & Company Secretary
“ Human tissue data enabled us to continue pre-clinical 
development with confidence as we believe we have a 
species specific toxicity."
--TOP 35 biopharmaceutical company Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
Unaudited information
For the year ended 31 December 2007
Remuneration committee
The remuneration committee  was chaired by Mr Long throughout the year. The committee  includes Mr Davis and Mr Jones, each of whom were 
members throughout the year.
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 
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 2007 together with disclosure of share ownership and entitlement to share options is set out on pages  17 to  19.
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  ad vance .
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 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.
Directors’ Remuneration Report
14 Asterand plc Annual Report and  Financial Statements 2007
15
Governance Financial Statements Business Overview
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 executives 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 2007
 Basic salary, pension and  Performance
 other beneﬁts    Bonus
M Coombs 70%  30%
R C J Charlton* 60%  40%
J R Openshaw** 67%  33%
* On 28 March 2007, being the date of resignation
** On  14 March 2007, being the date of resignation
 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 demanding 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  17 to  19.
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 co ntains 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 229,435 
partnership and 229,435 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 2007, no awards of free shares were made. Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
16
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 2007, the rights over 
4.4 million shares were awarded under this plan.
  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  Contract  Notice 
 appointment as director date Term period Maximum contractual termination payment
M Coombs 27 March 2007 27 Mar 2007 Rolling 1 year 1 year’s salary and associated beneﬁts in kind
R C J Charlton 3 Jan 2006 1 Jan 2006 Rolling 1 year 1 year’s salary and associated beneﬁts in kind
J R Openshaw 14 June 2004 4 Feb 2005 Rolling 1 year 1 year’s salary and associated beneﬁts in kind
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:
 Original date of   Expiry date of  Contractu al Period served as
Non-executive appointment current letter of Notice termination director as at
directors  as director appointment period payment 31 December 2007
D G Lee 27 Apr 2000 26 May 2008 3 months Accrued fees and expenses  7 years 8 months
R E Long 1 Feb 2001 1 Feb 2010 3 months Accrued fees and expenses  6 years 11 months
D A Jones Jr 3 Jan 2006 31 Dec 2008 3 months Accrued fees and expenses 2 years
J Cullinane Jr 3 Jan 2006 31 Dec 2008 3 months Accrued fees and expenses 2 years
J Davis 3 Jan 2006 31 Dec 2008 3 months Accrued fees and expenses 2 years
M Sooch 3 Jan 2006 31 Dec 2008 3 months Accrued fees and expenses 2 years Asterand plc Annual Report and  Financial Statements 2007
17
Governance Financial Statements Business Overview
Total shareholder return for the period since Asterand plc formation to 31 December 2007
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
ATD Share Price
Asterand plc
techMARK Mediscience Index
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 only, as a stand alone 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 2007 and 31 December 2006, or on the date of 
appointment or resignation where applicable. All interests are beneﬁcially held by the director concerned or their immediate family .
  31 December 31 December
Directors   2007 Number 2006 Number
R C J Charlton*  909,364 235,149
J R Openshaw**  63,168 47,594
D G Lee  20,000 20,000
R E Long  32,786 32,786
J Cullinane Jr  166,406 141,445
D Jones Jr  13,035,457 11,080,138
J Davis  906,216 813,104
M Sooch  3, 903,6 68 2,496,993
* On 28 March 2007, being the date of resignation
** On  14 March 2007, being the date of resignation
Mr Jones is a partner of Chrysalis Ventures and Ms Sooch is a partner of Apjohn Ventures and Tara Ventures. As such they have a deemed 
beneﬁcial interest in the shareholdings of these entities. Consequently, the disclosure shown above includes the shareholdings by these two entities 
in the capital of the Company . There has been no changes in the interests set out above between 31 December 2007 and 3 April 2008. Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
Audited information
The information contained within the remuneration report below is audited.
Directors’ emoluments for the year ended 31 December 2007
   Compensation   Total 2007  Total 2006 
   for loss of Beneﬁts  excluding Pensions excluding Pensions
Executive directors Fees £ Salary £ ofﬁce  in kind £ Bonuses £ Pensions £ 2007 £ Pensions £ 2006 £            
              
M Coombs* – 114,655 –  6,613  48,077 169,345 13,846 – –
R C J Char lton** –   21, 519 98,389 4,1 22 – 124, 030 2,58 1  94,013 –
J R Openshaw*** –  33, 703  183,920  1,811 –  219,434 2,978  160,425  17,751
M J Stefanelli**** – – – – – – – 54,238 –
 –  169,  877      282,309  12,546 48,077 5 12,809 19,405 308,676 17,751
Non-executive directors
D G Lee 40,000 – – – – 40,000 – 40,000 –
R E Long 28,000 – – – – 28,000 – 28,000 –
J Davis 28,000 – – – – 28,000 – 28,000 –
J Cullinane Jr 25,000 – – – – 25,000 – 25,000 –
D Jones Jr 2 5,000 – – – – 2 5,000 – 25,000 –
M Sooch 25,000 – – – – 25,000 – 25,000 –
 17 1,000 – – – – 17 1,000 – 171,000 –
T otal 17 1,000  169,  877 282,309 12,5 46 48,077 68 3, 809 19,4 05 479,676 17,751
* Mr Coombs was appointed 27 March 2007
** Mr Charlton resigned on 28 March 2007
*** Mr Openshaw resigned on 14 March 2007
**** Mr Stefanelli resigned on 28 April 2006
For the year ended 31 December 2007, the Group contributed 12% (2006: 12%) of basic salary to a deﬁned contribution pension scheme for each 
UK based executive director. Beneﬁts in kind include private medical insurance for executive directors and their immediate family, permanent health 
insurance, life assurance cover and a mobile phone for business and personal use.
Mr Charlton resigned on 28 March 2007. Prior to this date, the Company reached an agreement with him such that upon his departure he would be 
paid $160,000, equivalent to his salary in lieu of 12 months notice. Additionally, he received a consultancy agreement for the provision of services 
to the Company for up to 75 days consulting at a rate of £750 per day . Payments to Mr Charlton under these agreements are included in the table 
above as compensation for loss of ofﬁce. Further, upon his departure he is entitled to receive 100,000 ordinary shares which are required to be held 
by him for a period of at least 3 years post award.
Mr Openshaw resigned on 14 March 2007. Prior to this date, the Company reached an agreement with him such that upon his departure he would 
be paid £158,362 together with associated beneﬁts equivalent to his 12 month notice period. Payments to Mr Openshaw under this agreement are 
included in the table above as compensation for loss of ofﬁce.
18 Asterand plc Annual Report and  Financial Statements 2007
19
Governance Financial Statements Business Overview
Interests in share options
Mr Coombs was awarded 3,849,809 Executive options in 2007. There were no other grants of share options to any director during the year. Details of 
the interests of directors in share options are set out below.
Mr Charlton had interests in options over shares in Asterand, Inc. These are disclosed in the tables below. The merger agreement between 
Pharmagene plc (renamed Asterand plc) and Asterand, Inc. provides for the adoption of these share options and the conversion into shares 
of Asterand plc at the ratio of 7.59 Asterand plc shares for each share of Asterand, Inc. In 2007, Mr Charlton exercised an option over 87,326 
Asterand,  Inc shares and received 662,804 ordinary shares in Asterand plc
Interests In Options Over Shares Of Asterand Plc 
   As at     At  Date
  January Granted in  Exercised in Lapsed in  31 December Exercise  from which Expiry 
Directors   2007 the year the year the year  2007  price exercisable date
M Coombs  – 3,848,809* – – 3,849,809 4.9p  26.03.10 26.03.17
J R Openshaw  882,352** – – (882,352) – 34p 03.03.08 03.03.15
  260,593** – – (260,593) – 5p 09.03.08 09.03.15
  1,142,945 3,849,809 – (1,142,945) 3,849,809   
*   There are no performance conditions attached to these options.
**   50% of the grant (Part A) will be considered against share price growth targets. The extent to which Part A may become exercisable depends on the extent to which, over any period 
of 50 consecutive business days over the performance period the average price of an ordinary share in the Company exceeds a price 24% higher than the average price of an ordinary 
share over the 50 consecutive business days prior to grant. 50% of the grant (Part B) will be considered against total shareholder return (“TSR”) performance conditions. At the end of the 
relevant period, the Company’s TSR performance will be compared with those of the companies making up the chosen comparator group. The performance period is 3 years.
Interests In Options Over Shares Of Asterand, Inc.
  As at     At  Date
  January Granted in  Exercised in Lapsed in  31 December Exercise  from which Expiry 
Directors   2007 the year the year the year  2007  price exercisable date
R C J Charlton  9,826 – (9,826) – – $0.20 (Note a) 26.09.10
  10,000 – (10,000) – – $0.20 (Note a) 21.12.10
  17,500 – (17,500) – – $0.40 (Note a) 18.09.11
  50,000 – (50,000) – – $0.40 (Note a) 05.09.12
  105,610 –  (105,610) – $0.88 (Note b) 08.02.15
  192,936 – (87,326) (105,610) –   
(a) Options exercisable one quarter at the date of grant and subsequently one quarter at the end of each of the following three years.
(b)  Options exercisable one quarter at the date of grant and subsequently the remainder spread equally at the end of each month throughout the following years.
Gains made in the year by directors on the exercise of share options were £34,927 (2006: £36,296). The mid market price of the Company’s shares 
at 31 December 2007 was 5.6p. During the year, the mid market price of the Company’s shares ranged from 3.25p to 7.63p.
 Jack Davis
 Senior Independent Director Governance Financial Statements Business Overview
Asterand plc Annual Report and  Financial Statements 2007
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 2007.
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 in 
order 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  7 to  8.
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  7 to  8.
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 £0.7 million (2006: £1.2 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 2007 (2006: £250) and made no donations to political organisations during 2007 
(2006: £nil).
Dividend
The directors do not propose the payment of a dividend (2006: £nil).
Director s’ Report
20 Asterand plc Annual Report and  Financial Statements 2007
21
Governance Financial Statements Business Overview
 Directors and directors’ interests
The directors of the Company during the year ended 31 December 2007 are listed below:
David Lee – Non-executive Chairman
Martyn Coombs – Chief Executive Ofﬁcer, appointed 27 March 2007
Ron Long – Senior independent non-executive director , resigned 18 February 2008 
Jack Davis – Non-executive director
John Cullinane Jr – Non-executive director
David A. Jones Jr – Non-executive director
Mina Sooch – Non-executive director
Randal Charlton – Chief Executive Ofﬁcer, resigned 28 March 2007
Ronald Openshaw – Chief Financial Ofﬁcer and Company Secretary, resigned 14 March 2007
Biographical details of the current directors are given on pages  9 and  10.
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  19.
Substantial shareholdings
Share capital 
As at the 31 December 2007, the authorised share captial of the Group is 150,000,000 ordinary shares of 5 pence each and 110,035,250 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  3 April 2008, the Company had been notiﬁed of the following shareholdings a ccounting  for 3% or more of its  share capital.
   Number Percentage
 Oxford Bioscience Partners  26,320,149  23.92%
Chrysalis Ventures II LP   13,035,457  11.85%
Aberforth Partners  9,789,876  8.90%
Omega Fund III   7,853,360  7.14%
Fort Washington Private Equity Investors II LP   6,721,346  6.11%
Hale Fund LLC   6,343,089  5.76%
Arboretum Ventures I LLC   5,103,674  4.64%
Apjohn Ventures Fund LP   3,737,639  3.40%
 
 At 28 March 2008, 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 . 22
Governance Financial Statements Business Overview
Asterand plc Annual Report and Financial Statements  2007
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 who 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 2007 was  30 days (2006: 25 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 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 consistently; ■
make judgments and estimates that are reasonable and prudent; ■
state that the ﬁnancial statements comply with IFRSs as adopted by the European Union; and ■ ,
prepare the ﬁnancial statements on the going concern basis, 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.
  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. Asterand plc Annual Report and  Financial Statements 2007
23
Governance Financial Statements Business Overview
 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   11 to  13.
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 2007 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 7 and 8.
Financial risk management
The Group’s ﬁnancial risk management policies are disclosed in Note  20 to the ﬁnancial statements.
Provision of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware and the Directors have 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 .
 ■  Tissue Supply – the Group’s operations are dependent on securing 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 Group  has not recorded proﬁts or positive cash ﬂow. The Directors have adopted a business plan which is 
intended to bring the group to proﬁtability and positive operating cash ﬂow in the near term. 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 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 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 from donor site hospitals in the USA, 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 . While the Group makes every effort to comply with national and international 
regulation and law, it cannot guarantee that hospitals and clinics  from which tissue samples are obtained will also adhere to these requirements 
and consequently this may expose the Group to risks associated with non-compliance. Governance Financial Statements Business Overview
Asterand plc Annual Report and Financial Statements 2007
 ■  Foreign exchange risk – the Group operates from sites in the UK and US . Approximately half its staff and assets are located in each site. 
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 .
 ■  Reliance on key staff and management of international operations – 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.
■  Handling risks – the Group receives, ships, and handles human tissue 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. 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 
 7th  May 2008 at  10:30am. The notice of the Annual General Meeting is set out on pages  5 7 to  59.
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
Chief Financial Officer & Company Secretary
"Human tissue data enabled us to make
a timely decision to terminate our lead
compound due to the potential for
unwanted CV side effects"
--TOP 15 biopharmaceutical company
24 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
25
We have audited the Group and parent  Company ﬁnancial statements 
(the “ﬁnancial statements”) of Asterand plc for the year ended 
31 December 2007 which comprise  the  Consolidated  Income  Statement, 
the  Consolidated and  Company  Balance  Sheets, the  Consolidated 
and  Company  Cash  Flow  Statements, the  Consolidated  and Company 
Statements 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  Financial Review that is cross referred 
from the  key  performance indicators’ 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, the Corporate Governance Report, the unaudited part of 
the Directors’ Re mu neration Report and the Directors’ Report. 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 2007 and of its loss 
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 200 7 and of its 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
 3 April 2008
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 year end accounts since they were initially 
presented on the website.
 (b)  Legislation in the United Kingdom governing preparation and dissemination of 
ﬁnancial information may differ from legislation in other jurisdictions.
Independent Auditors’ Report
Independent Auditors’ Report to  the Members of Asterand plc Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
26
Consolidated Income Statement
for the year ended 31 December 2007
   Restated
 Note 2007 2006
  £000  £000
Revenue 3 7, 608 7,535
Cost of sales  ( 4, 112) ( 4, 030)
Gross proﬁt   3, 496 3, 505
Research and development costs  (6 59) (1,190)
Selling and distribution costs  (1, 676) (1,690)
General and administrative expenses
– Normal operations  (2, 664) (3,046)
– Exceptional items (bid, restructuring and severance costs)  (5 70) (463)
– Total general and administrative expenses  (3, 234) (3,509)
Total operating expenses  (5,5 69) (6,389)
Operating loss  ( 2, 0 73) (2, 884)
Interest receivable 6 1 69 266
Interest payable and similar charges 6 (19) (41)
 Loss before taxation 5 (1, 9 23) (2, 659)
Taxation 7 ( 24) 187
Loss for the ﬁnancial year 22 (1, 9 47) (2, 472)
Loss per 5p ordinary share
Basic and diluted 9 (1. 8 3)p (2. 49)p
  Non-IFRS Measure
Earnings before interest, taxes, depreciation and amortisation (“EBITDA”) – excluding exceptional items
for the year ended 31 December 2007
    Restated
  2007 2006
  £000 £000
Operating loss  (2,0 73) (2,884)
Exceptional items (bid, restructuring and severance costs)  5 70 463
Share option related charges  (1 08) (36)
Depreciation and amortisation  397 545
EBITDA  (1,2 14) (1,912) Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
27
 Consolidated Statement of Recognised 
Income & Expense
for the year ended 31 December 2007
   Group
  Group Restated
  2007 2006
 Note £000 £000
Exchange translation differences on consolidation recognised directly in equity 22 (117) 828
Loss for the ﬁnancial year 22 (1,947) (2,472)
Total recognised loss for the year  (2,064) (1,644)
Prior year adjustment for change in inventory accounting policy  22 2,292 
Total recognised gain/(loss) since last Annual Report  228 
Company Statement of Recognised 
Income & Expense
for the year ended 31 December 2007
   Company
  Company Restated
  2007 2006
 Note £000 £000
Loss for the ﬁnancial year 22 (1,153) (47,017)
Total recognised loss for the year  (1,153) (47,017)
Prior year adjustment for IFRIC 11 13 169 
Total recognised gain/(loss) since last Annual Report  (984)  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
28
Consolidated Balance Sheet
as at 31 December 2007
   Restated
 Note 2007 2006
  £000 £000
Assets
Non-current assets
Intangible assets 11 672 611
Property, plant and equipment 12 462 710
  1,134 1,321
Current assets
Biobank inventory 14  2, 8 21  2, 61 3
Trade and other receivables 15 2,6 00 2,734
Cash and cash equivalents 16 2, 199 4,908
   7, 6 20 10, 255
Liabilities
Current Liabilities
Trade and other payables 17 (2, 80 0) (3,343)
Financial liabilities – ﬁnance leases 18 (2) (5)
Financial liabilities – current portion of long-term debt 19 (56) (152)
  (2, 8 58) (3,500)
Net current assets    4, 7 62  6, 755
Non-current liabilities
Financial liabilities
– Finance lease obligations 18 – (1)
– Long-term debt 19 – (34)
   – (35)
Net assets    5,8  96 8, 04 1
Shareholders’ equity
Ordinary shares 21,22 5,50 2 5,087
Share premium 21,22 52,627 51,815
Shares to be issued 22 15 1,215
 Reverse acquisition reserve 22 (41,916) (41,916)
Other reserves  22 3,083 3,083
Retained  losses 22 (1 3,4  15) (1 1, 243)
Total equity  22  5,8  96 8, 04 1
The ﬁnancial statements on pages  26 to  5 6 were approved by the board of directors on 3 April 2008 and were signed on its behalf by:
Martyn Coombs, 
Chief Executive Ofﬁcer Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
29
Company Balance Sheet
as at 31 December 2007
 Note 2007 2006
  £000  £000
Assets
Non-current assets
Investment in subsidiaries 13 10,1 14 10,238
Amounts receivable from Group companies 15 4,463 2,167
  14,5 77 12,405
Current assets
Trade and other receivables 15  730  1, 791
Cash and cash equivalents 16 6 2,256
   736  4, 047
Liabilities
Current Liabilities
Trade and other payables 17 (1 1 0) (15)
  (1 1 0) (15)
Net current assets   62 6  4, 032
Net assets  15,  203 16,437
Shareholders’ equity
Ordinary shares 21,22 5,50 2 5,087
Share premium 21,22 52,627 51,815
Shares to be issued 22 15 1,215
Retained  losses 22 (42,9  41) (41,680)
Total equity 22 15,  203 16,437
The ﬁnancial statements on pages  26 to 5 6  were approved by the board of directors on 3 April 2008 and were signed on its behalf by:
Martyn Coombs, 
Chief Executive Ofﬁcer
  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
30
Consolidated Cash Flow Statement
for the year ended 31 December 2007
   Restated
  Group Group
 Note 2007 2006
  £000 £000
Cash ﬂows from operations
Cash used by operations  (3,0  88) (5,413)
Interest element of ﬁnance lease rental payments  (19) (41)
Receipt of research and development tax credit  586 98
Tax paid  ( 36) (3)
Net cash used by operations  (2,55 7) (5,359)
Cash ﬂows from investing activities
Interest received  1 69 266
Proceeds from disposal of tangible assets  10 –
Purchase of property, plant and equipment 12 (149) (112)
Proceeds from disposal of intangible assets  – 500
Expenditure on intangible assets 11 (75) (113)
Net cash  (used)/generated in investing activities  (4 5) 541
Cash ﬂows from ﬁnancing activities
Cash acquired in merger  – 9,049
Proceeds from issue of ordinary share capital   12 34
Proceeds from ordinary share capital to be issued  15 –
Proceeds from exercise of share options  – 60
 Debt and ﬁnance lease principal payments  (134) (265)
Net cash (used)/generated from ﬁnancing  (10 7) 8,878
(Decrease)/increase in cash and cash equivalents  (2,70 9) 4,060
Cash and cash equivalents at beginning of period  4,908 848
Cash and cash equivalents at end of period 16 2, 199 4,908
Reconciliation of consolidated operating loss to 
net cash used by operations
   Restated
  Group Group
 Note 2007 2006
  £000 £000
Operating loss  ( 2, 0 73) (2, 88 4)
Depreciation charge (net of proﬁt on disposals) 12 383 545
Amortisation charge 11 14 –
Share option compensation charge   (108) (36)
 ( Increase)/decrease in trade and other receivables  (4 40) 156
 Increase  in  biobank in v entories  (  208) ( 321)
 Decrease   in trade and other payables  ( 5 46) (2,428)
Exchange translation differences  (   1 10) ( 445)
Cash used  by operati ons  (3,0  88) (5,413) Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
31
Company Cash Flow Statement
for the year ended 31 December 2007
  Company Company
 Note 2007 2006
  £000 £000
Cash ﬂows from operations
Cash used by operations   (1, 2 09) (964)
Net cash used by operations   (1, 2 09) (964)
Cash ﬂows from investing activities
Interest received  54 183
Increase in loans to subsidiary undertakings  ( 1, 1   22) (3,950)
Net cash used in investing activities  ( 1,0   68) (3,767)
Cash ﬂows from ﬁnancing activities
Proceeds from issue of ordinary share capital   12 34
Proceeds from ordinary share capital to be issued  15 –
Proceeds from exercise of share options  – 60
Net cash generated from ﬁnancing  2 7 94
Decrease in cash and cash equivalents  (2,250) (4,637)
Cash and cash equivalents at beginning of period  2,256 6,893
Cash and cash equivalents at end of period  16 6 2,256
Reconciliation of Company operating loss
to net cash used by operations
 Note 2007 2006
  £000 £000
Operating loss  (1,2   07) (47,164)
Share option compensation charge  16 (36)
Provision for doubtful recovery of loan to subsidiary  – 46,242
Decrease  in trade and other receivables   (114) (21)
 Increase   in trade and other payables     96 15
Cash used  by operati ons  ( 1, 2 09) (964) Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
32
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
Asterand, Inc Asterand UK Limited
Pharmagene
Laboratories
Trustees Limited
100%
100%
100%
Asterand plc – is the holding company of the  Group. It provides central treasury services and is listed on the London Stock Exchange. It has no 
employees.
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 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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
33
Standards, amendments and interpretations effective in 2007
The following standards, amendments and interpretations to existing standards are mandatory for accounting periods beginning on or after 1 January 
2007 but they are not relevant to the  Group’s operations:
IFRS 4, Insurance contracts ■
IFRIC 7, Applying the restatement approach under IAS 29, Financial reporting in hyper-inﬂationary economies ■
IFRIC 8, ‘Scope of IFRS 2’, equity instrument transactions at less than fair value ■
IFRIC 9, Re-assessment of embedded derivatives ■
IFRIC 10, Interim ﬁnancial reporting and impairment ■
 The following standard, amendments and interpretations to existing standards are mandatory for accounting periods on or after 
 1 January 2007 and are relevant to the  Group’s operations:
IFRS 7, Financial instruments: Disclosures ■
IFRIC 11, IFRS 2 – Group and treasury share transactions ■
Standards, amendments and interpretations not yet effective
The following standards, amendments and interpretations to existing standards have been published and are mandatory for accounting periods 
beginning on or after 1 January 2008 or later periods, but have not been early adopted:
IAS 23, Borrowing costs ■ (amended)
IFRS 8, Operating segments ■
IFRIC 12, Service concession arrangements ■
IFRIC 13, Customer loyalty programmes ■
IFRIC 14, ‘IAS 19’, The limit on a deﬁned beneﬁt asset, minimum funding requirements and their interaction ■
The impact of adopting these standards and interpretations on the ﬁnancial statements in future periods is not yet known, however, 
only IFRS 8 is likely to affect the Group.
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.
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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
34
(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 proﬁt and loss account.
     R e v en ue r ecognition
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)  Licence fees
Licence fees for the provision of data sets are recognised when the Group has discharged all of its responsibilities and will incur no further 
signiﬁcant costs in connection with the data sets.
(d)  Interest income
Interest income is recognised on a time-proportion basis. 
Segmental reporting
The Group operates as only one business segment relating to providing tissue services. All revenue and costs are recorded in the proﬁt and loss 
account under this segment.
The Group operates two geographical segments: Europe and North America. The UK is the home country of the legal parent and the base of its 
geographic operations.
Research and development
Research and development expenditure is written off as incurred.  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
35
Exceptional Expenses
Unusual and/or one time general and administrative expenses incurred outside the normal course of business are classiﬁed as exceptional items on 
the income statement.
Exceptional items comprised the following:
  Group Group
  2007 2006
  £’000 £’000
Professional fees in relation to bid for the Group   310 –
Restructuring   84 –
Severance costs  176 463
  5 70 463
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 proﬁt and loss account 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 proﬁt and loss account 
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
Motor vehicles 3 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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
36
Inventory
The directors have reviewed the accounting policies and concluded that it is more appropriate to include this new inventory accounting policy, 
to value its collection of biological materials and related clinical data (“biobank”) in accordance with IAS 2 (“Inventories”). The biobank consists of 
costs incurred for tissue acquisition, quality control testing and tissue processing. The value of the biobank is stated at the lower of cost and net 
realisable value. Cost is determined using the average cost method. The implementation of this policy constitutes a change in accounting policy and 
therefore a prior year adjustment arises from this change. The policy was adopted to value the biobank asset that has previously not been reﬂected 
on the balance sheet and to more accurately match costs of sales to revenues in the same period.
The application of the policy resulted in the following adjustments to the income statement and balance sheet:
  Group Restated Group
  2007 2006
  £’000 £’000
Loss for the year as previously reported under the old policy  ( 2,  199) (3,119)
Cost of sales   252  647
Restated loss for the year  (1, 9 47) (2, 472)
Net assets as previously reported under the old policy  3, 0 75 5,428
Biobank inventory   2, 8 21  2, 613
Restated net assets   5,8  96 8, 04 1
Management undertook an exhaustive review of the biobank inventory in second half of 2007 for the purpose of determining appropriate carrying 
values at 31 December 2007 and 31 December 2006, following on from the preliminary exercise performed for the 30 June 2007 Interim Statement. 
During this review, it was noted that certain materials acquired previous to 2006 were considered to have an impaired sales value due to less than 
adequate quality and/or clinical data. The carrying value of these items as at 31 December 2006 was thereby redued by £615,828 from the value 
provisionally attributed to them as at that date in the Interim Statement, in line with management’s policy of valuing inventory at the lower of cost or 
net realisable value. The Group’s quality standards and quality assurance function have since developed to a point where similar large write-downs are 
unlikely in the future. 
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less 
provision for impairment. 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 receivables. The amount of the provision is the difference between the asset’s 
carrying amount and the present value of estimated future cash ﬂows, discounted at the effective interest rate. The amount of the provision is 
recognised in the proﬁt and loss account.
 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. 
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.
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 i f 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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
37
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 provided in full, 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 sterling-denominated 
cash balances held in the UK and US dollar-denominated balances held by the US subsidiary . 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 2007, if sterling had weakened/strengthened by 5% against the US dollar with all other variables held constant, post-tax loss for the 
Group and the Company for the year would have been £35,000 and £39,000 respectively (2006 – £8,000 and £8,000 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 2007 than 2006 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 mana ged 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  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
38
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.
  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 based on 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 2007 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 of 22% annual growth in renenue and a 10% 
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 15%, 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. In particular, 
these companies have not recorded a proﬁt or positive cash ﬂow to date. 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 2007, 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 (2006 none).
 3. Se gmental r epor ting
The Directors are of the opinion that under IAS 14 ‘Segment Reporting’ the Group has only 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.
The Group operates across four geographical segments. The UK is the home country of the legal parent.   Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
39
 Revenue (by destination) Revenue (by orgin) Segment Assets  Capital Expenditure
 2007 2006 2007 2006 2007 2006 2007 2006
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
United Kingdom 675 525  1,933  1,889 1,7   16 4,650 1 7 9 38
Rest of Europe 550 851 –  –  – – – –
North America 6,185 5,964    5,675 5,  646  4,1  80  3, 39 1 45 74
Japan 198 195 –  –  – – – –
 7,608 7,535 7, 608  7, 535  5,8  96 8, 04 1  224 112
 
4. Employee information
The average monthly number of persons (including executive directors) employed by the Group during the year was:
  2007 2006
  Number Number
By activity
Research and development  2 4
Sales and marketing  16 13
Technical  54 62
Administration  18 12
  90 91
Staff costs for the Group for the above persons during the year were:
  2007 2006
  £’000 £’000
Wages and salaries  4,17 0 5,064
Social security costs  355 412
Pension contributions  240 206
   4, 76 5 5,6 82
Pension costs relate to contributions to deﬁned contribution schemes. The Group operates a deﬁned contribution group personal pension scheme for 
employees and directors. The total pension cost for the Group was £240,000 (2006: £206,000). Outstanding pension obligations at the year end were 
£20,000 (2006: £13,000).
The Company had no employees in either year.
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).
  2007 2006
  £’000 £’000
Salaries and short-term employee beneﬁts   4 74 480
Pension contributions  2 3 18
 Share based payments  16 (23)
  5 13 475
At 31 December 2007 one (2006: one) director had retirement beneﬁts accruing under a deﬁned contribution pension scheme as a result of  his 
services to the Group. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
40
5. Loss before taxation
  2007 2006
  £’000 £’000
The following items have been charged/(credited) in arriving at loss before taxation:
 Depreciation of property, plant and equipment
– owned assets  380 510
– assets held under ﬁnance lease  3 35
Other operating lease rentals payable
– property  3 36 290
Repairs and maintenance expenditure on property, plant and equipment  112 51
Research and development expenditure   659 1,190
Trade receivables impairment   40 9
Foreign exchange differences  (61) 40
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.
  2007 2006
  £’000 £’000
Auditors’ remuneration
Audit services
– Fees payable to Company auditor for the audit of Company and consolidated accounts  4 9 38
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   33 26
– Other services pursuant to legislation   26 14
– Tax services   19 22
6. Financial income – net
  2007 2006
  £’000 £’000
Interest income  1 69 266
Interest payable and similar charges
 – Finance lease interest payable  (19) (41)
 
Financial income – net   15 0   225 
  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
41
7. Taxation
Analysis of credits/(debits) for the year
  2007 2006
  £’000 £’000
Current tax
   – UK adjustment in respect of prior periods  12 187
– US adjustment in respect of prior periods  (15) –
– US tax provision  (21) –
  (24) 187
    
  No current tax liability arises on the UK results for each year due to losses incurred. At 31 December 2007, there were tax losses available for carry 
forward in excess of £41.0 million (2006: £38.7 million) subject to approval by HM Revenue and Customs. A potential deferred tax asset of up to 
£10.5 million (2006: £9.9 million) based on losses available for carry forward at the full Corporation tax rate (30% in the UK up to 31 March 2008 or 
28% effective 1 April 2008) has not been recognised because it is not probable that these assets will be recovered in the foreseeable future.
  The tax credit for the year is different from the standard rate of corporation tax. The differences are explained below.
   Restated
   2007 2006
  £’000 £’000
 Loss on ordinary activities before tax  (1,923) (2,659)
Proﬁt/(loss) before tax multiplied by the effective tax rate of 30%  (577) (798)
Effects of:
Expenses not deductible for tax  (80) (53)
Differences between depreciation and capital allowance  (3) (6)
Other short term timing differences  (60) (66)
Tax loss carried forward (subject to government body approval)  712 923
Adjustments to tax in respect of prior periods  (3) 187
Difference in average tax rates in overseas countries  (13) –
Total tax (charge)/credit for the period  (24) 187
8. 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 £1,1 5 3,000 (Restated 2006: loss of £47,017,000).
9. Loss per share
Basic and diluted loss per share is calculated by dividing the loss attributable to 5p ordinary shareholders by the weighted average number of 5p 
ordinary shares outstanding during the year. Potential ordinary shares are not treated as dilutive as their conversion to ordinary shares does not 
increase the net loss per share from continuing operations. Since 31 December 2007, 78,000 5p ordinary shares have been issued.
 The loss and weighted average number of shares used in the calculations are set out below:
Basic and diluted loss per share
   Restated
  2007 2006
  £’000 £’000
Loss attributable to ordinary shareholders (£’000s)  (1, 9 47) (2, 472)
Weighted average number of shares (000’s)  1 06, 159 99,403
Loss per share  (1. 8 3p) (2. 49p) Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
42
10. Acquisition
On 3 January 2006 the merger of Pharmagene plc and Asterand, Inc. was completed in all respects with the admission of the enlarged share capital 
of Asterand plc (formerly Pharmagene plc) to trading on the Ofﬁcial List.
Pharmagene plc exchanged 54 million shares for 100% of the voting shares of Asterand, Inc., a privately held, US based company of which 
8.1 million  were issued in May 2007 to escrow. The merger was accounted for as a reverse acquisition in accordance with IFRS 3 – Business 
Combinations using the purchase method whereby Asterand, Inc. was considered the “acquirer” and Pharmagene plc the “acquiree”. 
In the twelve months to 31 December 2006, the former Pharmagene plc  Group companies comprising Pharmagene plc (renamed Asterand plc) and 
Asterand UK Limited (formerly Pharmagene Laboratories Limited) contributed the following to operations:
   2006 
   £’000
Turnover   1,877
Loss before interest and goodwill adjustment   (3,046)
Interest   219
Loss before goodwill adjustment, after interest   (2,827)
Taxation   437
Capital expenditure   88
All intangibles were recognised at their respective fair values and assets and liabilities at their fair market value. The excess of the acquisition’s cost 
over the net assets acquired is recognised as goodwill in the ﬁnancial statements.
An analysis of the acquisition is as follows:
 Carrying values Fair value 
 pre-acquisition adjustment Fair value
 £’000 £’000 £’000
Intangible assets – 387 387
Property, plant and equipment 721 – 721
Trade and other receivables 2,439 (1,309) 1,130
Tax receivable 599 85 684
Cash and cash equivalents 9,049 – 9,049
Financial liabilities (29) – (29)
Trade and other payables (3,894) – (3,894)
Provisions (5) – (5)
Net assets acquired 8,880 (837) 8,043
Goodwill   611
Consideration   8,654
Consideration comprised of:
Fair market value of Pharmagene plc equity instruments 3 January 2006 (54,266,258 shares at 15p)   8,140
Fees and expenses   514
   8,654
The goodwill is attributable to the enlarged workforce of the combined business and the synergies expected to arise from the merger.
The total fair value of all the issued equity instruments of Pharmagene plc just prior to the merger was used as the basis for determining the cost of 
the combination because the fair value of Asterand, Inc. shares, as a privately held company, was not readily determinable.
The fair market value reduction of trade and other receivables relates to prepaid Pharmagene plc professional fees relating to the merger of which 
there is no future economic beneﬁt.
The £387,000 of acquired intangible assets are comprised entirely of therapeutic programme intellectual property related to the R4 programme with 
the potential for out license and value independent of the Company . During 2006, £500,000 of licensing fees were realised from the R4 programme 
as well as £113,000 in costs to prepare it for sale during the period. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
43
11. Intangible assets
Group 2007 Computer
 software Goodwill Total
 £’000 £’000 £’000
Cost
At 1 January 2007 – 611 611
Additions 75 – 75
Disposals – – –
At 31 December 200 7 75 611 686
 Amor tisa tion
At 1 January 2007 – – –
Charge for year 14 – 14
Disposals – – –
At 31 December 2007 14 – 14
Net book value at 31 December 2007 61 611 672
 
Group 2006 Computer
 software Goodwill Total
 £’000 £’000 £’000
Cost
 Additions through acquisitions – 611 611
At 31 December 2006 – 611 611
Net book value at 31 December 2006 – 611 611
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 £14,000 (2006 £nil) has been charged to general and administrative expenses (normal operations).
The Company owns no intangible assets. 
12. Property, plant and equipment
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
 Ex c hang e dif f erences – ( 20) ( 20)
At 31 December 200 7  414  1,576  1,990
Depreciation
At 1 January 2007  106  1,045  1,151
Charge for year 137 246 383
 Ex c hang e dif f erences – (6) (6)
At 31 December 2007  243  1,285  1,528
Net book value at 31 December 2007 1 71 2 91 462
  Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
44
Group 2006 Leasehold Plant and 
 improvements machinery Total
 £’000 £’000 £’000
Cost
 At 1 January 2006 (restated) 35 998 1,033
Assets acquired in merger 293 428 721
Additions 5 107 112
Exchange differences – (5) (5)
At 31 December 2006 333 1,528 1,861
Depreciation
At 1 January 2006 (restated) 4 568 572
Charge for year 98 447 545
Exchange differences 4 30 34
At 31 December 2006 106 1,045 1,151
Net book value at 31 December 2006 227 483 710
The Company owns no property, plant and equipment. 
Assets held under ﬁnance leases have the following net book amount: 
  Group Group
  2007 2006
  £’000 £’000
Plant and equipment
Cost  8 147
Aggregate depreciation  (6) (81)
Net book value  2 66
13. Details of principal subsidiaries
Fixed asset investments  Company Company
  2007 2006
  £’000 £’000
Shares in  Group undertakings
As at 1 January as previously reported  – 10,105
Capital contribution in respect of share based payments  – 169
As at 1 January restated  10,238 10,274
Capital reduction in respect of share based payments  (1 24) (36)
As at 31 December  10,1 14 10,238
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
  Description of shares of issued shares and voting
Name of undertaking Country of incorporation held rights held by the Group
Asterand UK Limited England and Wales 20p ordinary shares 100%
Asterand, Inc. USA 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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
45
Asterand UK Limited owns 100% of the issued share capital of the following companies:
  Description of shares 
Name of undertaking Country of incorporation 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.
14. Biobank 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.
  Group Group
  2007 2006
  £’000 £’000
Raw materials   551  671
Finished goods   2,2 70  1,942
  2,8 21 2,613
The cost of inventories recognised as expense and included in cost of sales in 2007 amounted to £1,538,662 (2006: £1,442,206).
15. Trade and other receivables – amounts falling due within one year
   Group Group Company Company
   2007 2006 2007 2006
   £’000 £’000 £’000 £’000
Trade receivables   2,18 3 1,933 – –
Less: provision for impairment of receivables    (38) (9) – –
Trade receivables – net   2,1 45 1,924 – –
Other receivables   122 20 122 –
Receivables from subsidiaries   – –  608  1,783
 Prepayments and accrued income   321 204 – 8
Corporation tax recoverable   12 586 – –
Current portion   2,600 2,734  730  1, 791
 Non-current portion: loans to subsidiaries   – –  50,705  48,409
Less: provision against receivables from subsidiaries   – – (46,242) (46,242)
  Non-cur r ent por tion    –  –  4,463  2, 167
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 £51.3 million (2006: £50.2 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 proﬁt and loss account. 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. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
46
 All non-current receivables are due within ﬁve years from the balance sheet date.
 As of 31 December 2007, trade receivables of  £841,000 (2006:  £ 700,000) were past due  and a provision of £38,000 (2006: £9,000) was made in 
respect of these. The ageing analysis of these trade receivables is as follows:    
  2007 2006
  £’000 £’000
Up to 3 months  639  420
3 to 6 months   43  211
Over 6 months  159 69
  841  700
The carrying amounts of the  Group’s trade and other receivables are denominated in the following currencies:
  Group Group
  2007 2006
  £’000 £’000
Pounds   508  1,253
US dollars   2,092  1,481
     2,600 2,734 
 The carrying amounts of the  Company’s receivables are denominated in the following currencies:
  Group Group
  2007 2006
   £’000 £’000
Pounds  5,193 3,958
 Movements on the  Group provision for impairment of trade receivables are as follows:
  Group Group
  2007 2006
   £’000 £’000
At 1 January  (9) (13)
 Provision for receivables impairment  (38) –
Receivables written off during the year as uncollectible  9 –
Unused amounts reverses  – 4
    At 31 December  (38) (9)
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 .
16. Cash and cash equivalents
   Group Group Company Company
   2007 2006 2007 2006
   £’000 £’000 £’000 £’000
Cash at bank and in hand   2, 199 4,908 6 2,256
    2, 199 4,908 6 2,256
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 4.84% and 5.75% was earned during the period.
The weighted average interest rate of ﬁxed rate deposits at 31 December 2007 was 5.49% (2006: 5.16%) and the weighted average period to 
maturity was 30 days (2006: 8 days). Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
47
17. Trade and other payables
   Group Group Company Company
   2007 2006 2007 2006
   £’000 £’000 £’000 £’000
Trade payables   543 661 – –
Other taxation and social security payable   65 62 – –
Other payables   1 71 31 – –
Accruals   1,258 1,509 110 15
Deferred  income    763 1,080 – –
   2, 80 0 3,343 1 1 0 15
 
2007     One year  
    Within one year to ﬁve years After ﬁve years
    £’000 £’000 £’000
Trade and other payables    779 – –
Other ﬁnancial liabilities     58 – –
2006     One year  
    Within one year to ﬁve years After ﬁve years
    £’000 £’000 £’000
Trade and other payables    754 – –
Other ﬁnancial liabilities     157 35 –
The  Group has the following undrawn borrowing facilities held at Silicon Valley Bank totalling £2 million:
  2007 2006
  £’000 £’000
Floating rate:
–  Expiring within one year     – –
– 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 2007.
18. Financial liabilities – ﬁnance leases
  Group Group
  2007 2006
  £’000 £’000
Other current liabilities
Finance lease obligations  2 5
Other non-current liabilities
Finance lease obligations  – 1
  2 6
The Company has no ﬁnance leases. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
48
The minimum lease payments under ﬁnance leases fall due as follows:
  Group Group
  2007 2006
  £’000 £’000
Not later than one year  2 5
Later than one year but not more than ﬁve years  – 1
  2 6
Future ﬁnance charges on ﬁnance leases  – –
Present value of ﬁnance lease liabilities  2 6
The effective interest rate on ﬁnance lease liabilities was 10% (2006: 10%).
 19. Financial liabilities – long-term debt
  Group Group
  2007 2006
  £’000 £’000
Current portion of long term-debt  56 152
Non-current portion of long-term debt  – 34
Total long-term debt  56 186
The maturity proﬁle of the carrying amount of Asterand’s long-term debt was:
  Group Group
  2007 2006
  £’000 £’000
In more than one year but less than two years  – 34
Between two and three years  – –
  – 34
The Group also 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 ha s no long-term debt.
20. 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 institution.
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 16. The maturity and interest rate proﬁts of: ﬁnance leases is set 
out in Note 18 and long term debt in Note 19. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
49
 Currency proﬁle of ﬁnancial assets and liabilities
The currency proﬁle of the ﬁnancial assets and liabilities of the Group at 31 December 2007 is as follows:
 Sterling US Dollar Total 
  £000 £000 £000
At 31 December 2007
Financial assets
Cash and cash equivalents 4 76 1,723 2, 199
Receivables 508 2,092 2,6 00
 984 3,815 4, 799
Financial Liabilities
Current portion of long term debt – (56) (56)
Finance leases – (2) (2)
  – (58) (58)
At 31 December 2006
Financial assets
Cash and cash equivalents 2,947 1,961 4,908
Receivables 1,253 1,481 2,734
 4,200 3,442 7,642
Financial Liabilities
Current portion of long term debt – (152) (152)
Non-current portion of long term debt – (34) (34)
Finance leases – (6) (6)
 – (192) (192)
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 maintain an optimal capital structure to reduce the cost of capital. 
The  Group monitors capital and its abaility 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 2007, the  Group’s strategy, which was unchanged from 2006, 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 2007 and 2006 were as follows:
  Group Group
  2007 2006
   £’000 £’000
Cash  2,199 4,908
Accounts Receivable  2,600 2,734
Quick Assets  4,799 7,642
   
Current Liabilities  2,80 0 3,343
Less deferred revenue  (763) (1,080)
Total  2,0 37 2,263
   
Quick Ratio  2. 4:1 3. 4:1
The decrease in the quick ratio during 2007 resulted primarily from the reduction in cash balances (note 16) however this was partially offset by the 
reduction in current liabilities. Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
50
 21. Called up share capital and share premium
Called up share capital   Company Company Company Company
   2007 2007 2006 2006
   Number £’000 Number £’000
Authorised
150,000,000 (2006: 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   101,733,113 5,087 54,266,258 2,712
Allotted as consideration for the acquisition of Asterand Inc   – – 45,911,542 2,296
Allotted under share option schemes   200,100  10 1,555,313 79
Escrow shares issued   8,102,037 405 – –
At 31 December   110,035,250 5,50 2 101,733,113 5,087
During the year, the Company issued a total of 8,302,137 (2006: 47,466,855) ordinary shares of 5p nominal value. Of these, 8,102,037 shares were 
effectively released from escrow in relation to the merger  of Pharmagene plc and Asterand, Inc. A further 200,100 (2006: 1,555,313) shares were 
issued under the Share Incentive Plan (the “SIP”) for a total consideration of £9,970 (2006: £93,510).
Share premium account   Company
   £’000
At 1 January 2006   47,208
Premium on shares issued during the year under the share option schemes   16
Premium on consideration shares issued for acquisition of Asterand, Inc.   4,591
At 31 December 2006   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 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
51
   22. Shareholders’ funds and statement of changes in shareholders’ equity
Group   Shares  Reverse  Investment
 Share Share to be Preference Acquisition Other in own Retained Total 
 Capital Premium issued shares Reserves Reserves shares  Loss Equity
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2005 –  21 –  1,471 – – – (11,165) (9,673)
 Inventory  adjustment – – – – – – – 2, 292 2, 292
At 31 December 2005 – Restated – 21 – 1,471 – – – (8, 873) ( 7, 381)
 New shares issued during the year 2,375 4,607 – – – – – – 6,982
IFRS 3 reverse acquisition conversion 2,712 47,187 1,215 (1,471) (41,916) 3,083 (690) – 10,120
Loss for the ﬁnancial year – – – – – – – (3,119) (3,119)
 Inventory  movement – – – – – – –  647  647
 Inventory exchange translation difference – – – – – – – ( 326) ( 326)
Exchange translation differences – – – – – – – 1,154 1,154
Share option compensation – – – – – – – (36) (36)
 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 41 5 812 (1,215) – – – – – 1 2
Shares to be issued – – 15 – – – – – 15
Loss for the ﬁnancial year – – – – – – – (1, 9 47) (1, 9 47)
Share option compensation – – – – – – – (108) (108)
Exchange translation differences – – – – – – – (1  17) (117 )
At 31 December 2007 5,50 2 52,627 15 – (41,916) 3,083 (690) (1 2, 7 25)  5,896
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 proﬁt and loss account of the Group in the period to which they relate.
At 31 December 2007, the shares owned by the 2007 EOPT had a market value of  £ 64,901  (2006: £70,665).
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 2005  2,712 47,208 – 5,204 55,124
  Capital contribution in respect of share based payments  – – – 169 169
At 31 December 2005 – Restated  2,712 47,208 – 5,373 55,293
Proceeds from new shares issued during the year  2,375 4,607 1,215 – 8,197
Loss for the ﬁnancial year  – – – (47,017) (47,017)
Capital contribution in respect of share based payments  – – – (36) (36)
  At 31 December 2006 – Restated  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 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
52
23. 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  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”.
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 are translated at the  merger  ratio  rate of approximately 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 2007 options over 105,389 Asterand, Inc. shares were exercised and this gave rise to the issuance of 799,903 ordinary shares. In the 
disclosure tables relating to these schemes options are shown on the basis of options over Asterand, Inc. shares and are not converted to show the 
effect of the Merger Ratio.
The 2007 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 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 Renumeration Committee. 
 During 2007, the rights over 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. 
3,849,809 Executive options were issued in 2007.
Former Pharmagene plc Share Option Schemes
A reconciliation of option movements over the year to 31 December 2007 is shown below:
 2007 2006
    Weighted  Weighted
    average  average
    exercise  exercise
   Number price Number price
Outstanding at 1 January   2,660,941 £0.38 6,910,231 £0.43
Granted   – – – –
Forfeited   (1,746,218) £0.32 (4,227,196) £0.47
Exercised   – – (22,094) £0.05
Outstanding at 31 December   914,723 £0.52 2,660,941 £0.38
Exercisable at 31 December   832,310 £0.52 920,878 £0.57 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
53
  2007 2006
 Weighted average Weighted average
 remaining life remaining life
  Weighted    Weighted   
  average    average   
Range of exercise  exercise Number   exercise Number  
price  price of shares Expected Contractual price of shares Expected Contractual
£0.05 to £0.30  £0.05 104,507 2.0 6.3 £0.05 365,100 3.7 7.9
£0.30 to £0.40  £0.33 79,577 0.4 4.7 £0.34 1,494,634 3.7 8.0
£0.40 to £0.55  £0.49 528,048 – 1.7 £0.49 568,532 – 2.7
£0.55 to £0.80  – – – – – – – –
£0.80 to £1.00  £0.90 165,213 – 4.2 £0.90 189,873 0.9 5.2
£1.00 to £2.00  £1.04 37,378 – 3.3 £1.04 42,802 0.4 4.7
   914,723    2,660,941
The total credit for the year relating to employee share based payment plans was £1 31, 073 (2006: £35,665), 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 2007 or 2006. The assumptions for the grant in 2005 were as follows:
 Options fair value assumptions
 3 March 2005 
Grant date (1999) Unapproved Discretionary 9 March 2005
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
 2007 2006
    Weighted  Weighted
    average  average
    exercise  exercise
   Number price Number price
Outstanding at 1 January   523,366 $0.60 966,360 $0.65
Granted   – – – –
Forfeited   (190,547) $0.71 (325,765) $0.83
Exercised   (105,389) $0.44 (117,229) $0.39
Outstanding at 31 December   227,430 $0.58 523,366 $0.60
Exercisable at 31 December   202,833 $0.51 398,020 $0.54 Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
54
 2007 2006
 Weighted average Weighted average
 remaining life remaining life
  Weighted    Weighted   
  average    average   
Range of exercise  exercise Number   exercise Number  
prices  price of shares Expected Contractual price of shares Expected Contractual
$0.20  $0.20 4,750 – 3.7 $0.20 24,576 – 4.4
$0.40  $0.40 51,312 – 4.8 $0.40 131,312 0.6 6.0
$0.44  $0.44 91,368 1.5 6.9 $0.44 151,868 2.8 8.0
$0.88  $0.88 80,000 3.0 7.2 $0.88 215,610 4.2 8.1
   227,430    523,366
There was a charge of £5, 902 (2006: £nil) 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 2007 or 2006. 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.
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   2007 2006 2005 2004
Weighted average share price   – – $0.88 $0.44
Exercise price   – – $0.88 $0.44
Vesting period (years)   – – 0-4 0-4
Expected volatility   – – 25% 25%
Expected life (years)   – – 2.7-5.4 2.7-5.4
Risk free rate   – – 4.80% 4.80%
Fair value per option   – – $0.19-$0.30 $0.10-$0.15
Asterand plc Share Option Schemes
A reconciliation of option movements over the year to 31 December 2007 is shown below:
  Number Weighted
   average
   exercise
   price
Outstanding at 1 January  – –
Granted  8,293,809 £0.023
Forfeited  – –
Exercised  – –
Outstanding at 31 December  8,293,809 £0.023
Exercisable at 31 December  – – Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements 2007
55
 2007
 Weighted average
 remaining life
   Weighted   
   average   
   exercise Number  
Exercise price   price of shares Expected Contractual
nil   nil 4,444,000 5.7 10
£0.049   £0.049 3,849,809 5.7 10
The total charge for the year relating to employee share based payment plans was £17,420 (2006: £nil), 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. 
The assumptions for the grants were as follows:
Options fair value assumptions
Grant Date 21 December 2007 26 December 2007
Scheme 2007 LTIP 2007 Executive
Weighted average share price 5.6p 4.9p
Exercise price nil 4.9p
Vesting period (years) 3 years 3 years
Expected volatility 25% 25%
Expected life (years) 5.7 5.7
Risk free rate 4.5% 4.5%
Fair value per option 5.63p 1.65p
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.
24. Commitments
The Group and Company had no commitments  (2006: £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 2007, the Asterand Group had annual commitments under non-cancellable operating leases as follows:
  Group Group
  2007  2006
  £’000 £’000
Expiring within one year  14 2 6
Later than one year and not later than ﬁve years   45 568
  1 87 574
The Company had no  commitments under non-cancellable operating leases as at 31 December 2007 (2006: £nil). Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
56
25. Related party transactions
The Company has taken advantage of the exemption available to parent companies under IAS 24, “Related party disclosures”, whereby transactions 
and balances between Group entities that have been eliminated on consolidation are not required to be disclosed.
The Company entered into consultancy contracts with  Dr Robert Coleman , Dr Chris Moyses and Randal Charlton to provide their services to the 
Group following  their resignation as directors of the company .
Dr Coleman – under an agreement dated 3 January 2006 Dr Coleman agreed to provide not less than 75 days consultancy on a non-exclusive  ■
basis to the Company within 12 months of the date of the agreement. The Company agreed to reimburse Dr Coleman at the rate of £750 per day 
(excluding VAT) plus expenses. Dr Coleman’s consultancy services relate to scientiﬁc advice in relation to the Company’s products and services 
and to the maintenance of a network to acquire human tissue samples. £5,771 was paid to Dr Coleman in 2007 and no further liability was 
accrued to 31 December 2007 (2006: £70,457).
Dr Moyses – under an agreement dated 3 January 2006 Dr Moyses agreed to provide consultancy services speciﬁcally related to the realisation  ■
of value from the Group’s therapeutics portfolio. Under the agreement Dr Moyses will earn 5 per cent of amounts received from such realisations 
subject to a cap of £650,000 in aggregate over all programmes. Dr Moyses terminated this contract effective 28 April 2006. The company still 
had a contingent liability to pay further sums arising on any subsequent payment received under the licence agreement entered into with BTG. 
£12,500 was accrued in 2007 in respect of the £250,000 BTG licensing revenue received in 2007 (2006: £17,500).
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. £18,000 was paid to Mr Charlton in 2007 under this 
consultancy agreement.
The Group had no other related party transactions during the year (2006: £nil). Asterand plc Annual Report and  Financial Statements 2007
57
Explanatory notes to the notice of Annual General 
Meeting
Resolution 1 – Accounts
The Companies Act  1985 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 2007 Annual Report and Accounts as set 
out on pages 1 to  56 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  14 to 1 9 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. This year, David Lee retires by 
rotation after serving  8 years. Mr Long resigned on 18 February 2008.
Dr Peter Coggins was appointed on 3 April 2008 and offers himself for 
election by shareholders.
Dr Coggins (age 59) 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.
Resolution 4 – 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 5 – Issue of shares by the Directors
Resolution 5 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 
£1,815,600, (36,312,000 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 6 – Disapplication of pre-emption rights
Resolution 6 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 £275,100, (5,502,000 ordinary shares of 
5p each) which represents approximately 5% of the Company’s issued 
ordinary share capital. In relation to the exercise of this authority, 
the directors will have regard to 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. In particular, the guidelines provide 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 5 and 6 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 2008.
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 59.
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 Wednesday 7 May 2008 at  10:30 am for the following purposes Asterand plc Annual Report and  Financial Statements  2007
58
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 Wednesday 7 May 2008 at  10:30am for the following purposes
Ordinary business
Resolutions 1 to 5 inclusive will be proposed as Ordinary Resolutions 
and Resolution 6 as a Special Resolution.
1. To receive the audited accounts of the Company for the year ended 
31 December 2007, together with the directors’ and auditors’ 
reports thereon.
2. To approve the Remuneration Report for the year ended 
31 December 2007.
3. To appoint Peter Coggins as non-executive director.
4. 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.
5. “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.”
 
6. “That, subject to the passing of the previous Resolution 5, 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 £275,100;
 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.”
By order of the Board
John Stchur
Chief Financial Ofﬁcer and Company Secretary 
2 Orchard Road
Royston
Herts SG8 5HD 
 3 April 200 8 Asterand plc Annual Report and  Financial Statements 2007
59
1. Proxy
A member entitled to attend and vote at the Meeting is entitled to 
appoint one or more proxies to attend and, on a poll, to vote instead of 
him. A proxy need not be a member of the Company . 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 7 May 2008 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 10.30 am on 5 May 2008 (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. 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.  Printed by
R0870
www.rubicon-cpl.co.uk Financial Statements Governance Business Overview
Asterand plc Annual Report and  Financial Statements  2007
62 62 Asterand plc
2 Orchard Road
Royston
Hertfordshire SG8 5HD
Registered Number 3355618