Asterand plc Annual Report and Accounts 2009
Building a Foundation for Future Growth Business Overview
1 Highlights
2 Chairman’s Statement
4 Chief Executive’s Business Overview
6 Financial Review
8 Our Business
9 BioMAP
®
: Drug Discovery through Human Biology
Governance
10 Board of Directors
12 Corporate Governance Report
15 Directors’ Remuneration Report
21 Directors’ Report
Financial Statements
25 Independent Auditors’ Report
26 Consolidated Income Statement
27 Consolidated Statement of Comprehensive Income
28 Consolidated Balance Sheet
29 Company Balance Sheet
30 Consolidated Statement of Changes in Equity
31 Consolidated Cash Flow Statement
32 Company Cash Flow Statement
33 Notes to the Financial Statements
60 Notice of Annual General Meeting Asterand plc - Annual Report and Accounts 2009
Highlights
1
• Revenue of £12.0 million (2008: £15.2 million).
	 A 	decrease	of	30%	at	constant	exchange	rates.
• Base business revenue up 20% to £9.5 million (2008: £7 .9 million) with exclusions for non-recurring revenue proceeds in 2008.
	 An	increase	of	7%	at	constant	exchange	rates.
	 W e	define	base	business	revenue	as	total	revenue	excluding	licensing	payments	from	 Allergan	and	non-recurring	revenue	sources	including	a	government	
contract	to	assess	the	US	Department	of	Defense	biorepository	and	the	completed	Baylor	contract.
• Gross margins improved to 57% (2008: 56%).
• Significant investment in supply network and setting foundation for BioSeek acquisition.
	 Agreements	signed	in	2009	with	East-	W est	Bio	and	 Asian	collaborator	adds	22	new	sites	in	Europe	and	 Asia.
	 Investment	in	defence	of	the	Company’ s	freedom	to	operate	in	 Asia.
	 Prepared	ground	for	acquisition	of	BioSeek.
• Operating expenses increased 30% to £7 .8 million (2008: £6.0 million).
	 An	increase	of	26%	at	constant	exchange	rates.
	 General	and	 Administrative	expenses	(excluding	exceptional	expenses)	decreased	by	£0.1	million 	at	constant	exchange	rates.
• Loss for the year £1.1 million (2008: £3.9 million profit).
 Adjusted EBITDA £0.21 million profit (2008: £3.1 million profit).
 Basic earnings per share (0.96)p (2008:  3.53p profit).
• Tissue-based solutions segment adjusted EBITDA £0.5 million profit (2008: £1.0 million)
• Cash resources £4.2 million (2008: £ 6.9 million). No long-term debt.
• Established additional collaborations with key customers. 
	 Executed	two	more	global	supply	agreements	with	global	pharmaceutical	companies;	in	total	thirteen.	
	 Extended	collaboration	with	Bristol-Myers	Squibb	for	up	to	three	years.	
	 Entered	into	a	collaborative	agreement	with	 Abcam	for	the	validation	and	characterisation	of	select	antibodies	through	our	PhaseZERO
®
	services	platform.
Post Year End Events
• Completed acquisition of BioSeek, Inc.
	 Expands	the	Company’ s	offering	into	predictive	human	biology	through	BioSeek’ s	unique	human	primary	cell	based	disease	models.
• Established GLP at Royston UK facility. 
	 Admission	into	the	UK	GLP 	Monitoring	Programme	expands	product	offering	into	GLP 	compliant	services.
• Signed development collaboration with Ono Pharmaceutical Co., Ltd. 
	 The	multi-year	agreement	allows	for	the	application	of	BioSeek’ s	proprietary	BioMAP
®
	platform	for	phenotypic	screening,	hit	identification,	lead	optimi sation	and	
clinical	selection	of	selected	Ono	drug	candidates. Asterand plc - Annual Report and Accounts 2009 2
Chairman’s Statement
Dear Shareholders,
It has been my long held belief that human tissue and human tissue-based research 
services contain the key solution to advance the discovery and development of more 
effective and safer therapies to treat human disease. I have also long held the view 
that Asterand is uniquely positioned to lead this growing worldwide market. We have 
been pleased with the concrete steps taken in 2009 towards these ends.
Adding shareholder value
through the acquisition of BioSeek 
I would like to take this opportunity to welcome our BioSeek customers, shareholders 
and employees to Asterand. We are excited to add this exceptional human biology 
company into the Group. I have had the opportunity to meet the BioSeek shareholders 
and employees and have been impressed by the foresight with which they enabled 
this technology to be developed into a predictive tool. Allied now with Asterand’s 
management team and worldwide customer connections, we believe we will forge an 
unbeatable combination.
In addition, BioSeek brings assets, additional capital and products which will provide 
substantial opportunity for growth. Let me say a little about the deal structure, as we 
put in a lot of thought to de-risk this acquisition, whilst enabling good upside for both 
Asterand and BioSeek shareholders. 
Finalised in February 2010, the Group acquired 100% of the share capital of BioSeek, 
Inc. in exchange for 2,695,856 Asterand shares valued at $1 million ($0.37 per share). 
The deal includes a provision for an additional payment of up to $13 million which 
would be payable should BioSeek revenues reach $10 million in the year ended 
December 2010. The additional payment will consist of Asterand Ordinary Shares, or 
a combination of Asterand Ordinary Shares and cash, at Asterand’s discretion. 
The acquisition also brings us a presence on the West Coast of the US – clearly it 
will be beneficial to be right at this centre of innovation. We now have a proper 
international footing, with bases in Michigan, the UK, and now in South San Francisco.
Leveraging excellence and
experience within our Board
Our shareholders will recall the wholesale changes to our Board in the Spring of 2008, 
when we rotated industry professionals with track records of success onto our Board. 
We are fortunate that all of our Board of Directors continued to serve throughout 
2009, and I would like to thank them for their many contributions. At Asterand’s 
current size, be it in terms of market capitalisation or revenue, I cannot think of any 
other company with such a quality Board. Clearly we are setting a foundation for the 
possibility of a much more substantive company.
Building a strong relationship with investors
Throughout 2009, as in the past, we have clearly communicated our strategy, and 
related activities, in order to be completely transparent in all of our actions. We also 
continue to listen to our major shareholders in an effort to truly understand their 
perspectives. 
In addition, we have added the expertise of Cenkos Securities plc as a financial 
advisor and co-broker in May 2009. With their extensive experience in working with 
small and mid cap high technology companies, we believe Cenkos is an excellent 
addition to our financial team. We look forward to Cenkos’ and Daniel Stewart’s 
combined expertise and guidance as we advance Asterand’s position in the emerging 
human tissue market. Asterand plc - Annual Report and Accounts 2009 3
Aligning objectives between
employees and shareholders
During 2009, we granted a total of 1,773,000 shares to our employees through 
our Long Term Incentive programme. This programme enables us to retain key 
employees, while aligning the goals of our shareholders with those of our employees. 
Under the programme, every Asterand employee receives shares. During 2010, we 
anticipate extending this programme to include the new BioSeek employees, allowing 
them to own a part of their Company, thereby benefiting from the growth and success 
they help to build. 
Positive Outlook
The year 2009 was one of major investment for Asterand. These investments – 
our preparations for the BioSeek acquisition, the GLP accreditation process, and the 
expansion of our tissue donor network among others – are all key steps positioning 
us to achieve our strategic goals. These advancements also came about through 
the efforts of Asterand’s employees and the management team. I’d like to take this 
opportunity to thank each and every employee of our Company for their dedication, 
commitment and hard work. With these investments in place we are positioned 
to more effectively meet the continually evolving demands of our customers. 
In conclusion, our investments in 2009 contribute to a strong foundation which will 
better enable us to lead in the marketplace in 2010 and beyond.
Jack Davis 
Chairman, Asterand plc Asterand plc - Annual Report and Accounts 2009 4
Chief Executive’s Business Overview
2009 was the most turbulent year in the pharmaceutical and biotech sector that 
I can recall. Against a backdrop of an unprecedented global economic crisis, our 
key customers were in addition faced with looming drug patent expirations, and 
increasing cost levels to develop new compounds. Several of our larger customers 
merged or announced significant retrenchments in R&D expenditure. On 16 March 
2010, PhRMA (the association of the top 30-50 Pharmaceutical companies in the US) 
announced that in 2009 PhRMA-member companies spent an estimated $45.8 billion 
on R&D. This is a 9% reduction on the previous year. Customers became more 
cautious in committing to large expenditures, and several parceled larger orders into 
smaller portions to be made over time. 
What then of Asterand? Well, we have fared better than most. Indeed, we have 
seen increasing demand for human tissue solutions, even against these turbulent 
headwinds.
• Growth: Leaving aside one-off contracts with AFIP, Baylor and Allergan, our 
base business revenue grew by 7% in 2009 at constant exchange rates.
• Investment: While others have downsized and restricted expansion, we 
have chosen to innovate and make bold investments for future growth. 
We have expanded our supply network, and acquired novel technologies. 
These investments are outlined below.
• Breakeven Results: Even after choosing to invest, we delivered essentially 
a breakeven adjusted EBITDA performance.
Investing in building a foundation for the Future 
Expanding our Supplier Network
Our previously stated strategy has been to build out our tissue procurement network, 
in order to:
• Be able to meet a greater proportion of customer orders in the future.
• Enable the offering of a credible one-stop shop to customers.
• Offer an ethnically diverse biobank – our clients seek to establish that their 
compounds have efficacy for people from all over the world, not just from 
the West. 
• Reduce dependence on Russia, and hence risk to sudden geopolitical policy 
changes.
As explained previously, building strong collaborations takes much time – after over 
18 months of concerted effort, I am pleased to report: 
• Europe: In September 2009, we executed an agreement with East-West Bio in 
Paris, facilitating collaboration with 9 key hospitals in Europe.
• Asia: In October 2009, we executed an agreement with procurement sites in 
Asia, again facilitating collaboration with 13 key hospitals in Asia. 
• Dismissal of lawsuit: On 9 November 2009, the lawsuit filed against Asterand 
by ILSbio LLC in the US Federal District Court (Southeastern District of 
Michigan) was dismissed. The lawsuit was attempting to restrict Asterand’s 
activities in Asia. The dismissal of this lawsuit followed a similar rejection of 
claims for injunctive relief ILSbio filed in the Maryland courts. 
As at 31 December 2009, we had over 100 active supplier collaborations with 
academic centres and hospitals.
Acquisition of BioSeek
We were pleased to complete the acquisition of BioSeek in February 2010. BioSeek’s 
platform, BioMAP
®
, is patent protected and consists of high throughput/high content 
screening using human primary cells. Validated disease models can be used to predict 
biological response to compounds. We believe the platform is a strong extension to 
Asterand’s human tissue-based products and services. Furthermore, our experienced 
sales team and connections within pharmaceutical companies will allow us to rapidly 
expand awareness and adoption of BioMAP
®
 within the marketplace.
Good Laboratory Practices (GLP) 
During 2009, we made substantial investments at Royston, in the UK, to create a 
state of the art facility for providing GLP compliant studies, with the aim of broadening 
our services offering. With the subsequent acceptance of our facility into the UK 
GLP Monitoring Programme, we are now able to offer preclinical safety studies for 
regulatory submission. Our initial product offering will be tissue cross reactivity testing 
for therapeutic antibodies. This critical data is required by regulatory authorities, 
such as the Food & Drug Administration (FDA) and the European Medicines Agency 
(EMEA), for all biologic investigational new drug submissions.
Continuing progress on our licenced programmes
Work at Allergan continues on the series of small molecule prostanoid agonists 
licensed from Asterand in 2008. The programme is making progress and Allergan 
is currently exploring different compound(s) and formulations to optimise the 
pre-clinical pharmacology, PK and safety studies.
BGC20-1531 is the lead molecule in a portfolio of prostanoid EP4 receptor 
targeting compounds, licensed to BTG in 2006, under development for a variety of 
indications. BTG has successfully completed pre-clinical development and Phase I 
safety and tolerability studies. Additional formulation work is being undertaken to 
optimise the drug product for the first Phase II study to treat acute migraine and 
is progressing well. In addition to migraine, there is extensive evidence supporting  Asterand plc - Annual Report and Accounts 2009 5
the utility of EP4 receptor antagonists in further pain indications and inflammatory 
diseases. BGC20-1531 has shown statistically significant analgesic effects in both 
neurogenic and inflammatory pain paradigms in healthy volunteers and data from 
further non-clinical models supports a broader therapeutic application for this novel 
compound.
Leveraging partnerships to expand our 
global footprint
Our client base includes every one of the top 30 pharmaceutical companies in 
the world. By the end of 2009, 13 of these companies had signed Master Service 
Agreements (MSAs) with us. Our MSAs include long term partnerships like Bristol-
Myers Squibb, which in 2009 extended its collaboration with us for an additional three 
years, and Lundbeck, a new MSA client which entered a global framework research 
agreement with us in July 2009. The enthusiastic support we continue to receive from 
our clients is a validation of the quality of products and services we provide.
In April 2009, we entered into a collaborative agreement with Abcam, the rapidly 
growing bioscience company that markets antibodies online. Asterand assisted Abcam 
in the validation and characterisation of select antibodies through our PhaseZERO
®
 
human tissue services platform.
During 2009, we were pleased to successfully complete our contract with Baylor 
College of Medicine (Texas, USA) to replace its breast cancer repository that was 
permanently lost as a result of flooding that followed tropical storm Allison in 2001. 
Through this partnership, Asterand delivered thousands of specimens and associated 
clinical data to Baylor. We are honoured to have assisted this preeminent institution 
in continuing its vital research into cures for breast cancer. 
We are also delighted to report that in March 2010 our BioSeek subsidiary finalised 
a drug development collaboration with Ono Pharmaceuticals Co., Ltd. to apply its 
proprietary BioMAP
®
 platform for phenotypic screening, hit identification, lead 
optimisation and clinical candidate selection. Under the multi-year agreement 
BioSeek will receive research funding and additional payments upon achievement of 
certain milestones by drug candidate(s) discovered as a result of the collaboration. 
These drug development partnerships represent a new model for Asterand that have 
upside potential for future revenue streams.
Leading into 2010
We expect the headwinds previously described to continue, at least for the first half 
of 2010. Nevertheless, given the growing realisation that responses in animals are 
a poor guide to responses in humans, we expect the long term trend of demand for 
human-based solutions to continue to increase.
We intend to be the clear leader in this space. Therefore we will continue to invest to 
strengthen our foundation in:
• Supply: Our clients’ needs are becoming more specific and exact. In order 
to meet these needs, and to provide further differentiation from our 
competitors, we will seek closer relationships with our collaborators, and to 
improve our matching of supply and demand.
• Customer intimacy: We will seek more senior level relationships, and to 
increase further the number of clients on MSA agreements.
• Integration of BioSeek: We are very excited about the potential of BioSeek, 
but we have a seasoned management team that has seen many integrations 
executed well, and many executed poorly. We therefore have a 100-day 
implementation plan to carefully implement, following which we will investigate 
the extension of this technology to other therapeutic areas.
• The market itself: We will seek to lead the development of the human-based 
solution market. As one example, in April 2010, we plan to host our inaugural 
human tissue conference. (“Understanding Cancer through Human Tissue-
based Models”). We are pleased that a raft of key opinion leaders, from both 
academia, and pharmaceutical companies, have kindly agreed to present at 
this two-day event. We intend for these sorts of initiatives to help make a 
real difference in the use of human-based solutions to develop new therapies 
against disease.
We are very optimistic about the future.
Martyn Coombs
CEO, Asterand plc Asterand plc - Annual Report and Accounts 2009 6
Financial Review
Results for the year ended 31 December 2009 
The Group’s 2009 revenue was £12.0 million (2008: £15.2 million), a reduction of 
21% (30% at constant exchange rates). There are a number of one-off effects that 
need to be analysed in order to explain the performance of the base business. 2008 
revenue included:
• Licensing Segment: £3.4 million ($6.25 million) of non-recurring licensing 
revenue from Allergan;
• Human Tissue-Based Solutions Segment: £11.8 million.
If we concentrate on the Human Tissue-Based Solutions Segment, as indicated in 
previous reports, 2008 included the following revenues which were fixed term in 
nature and non-recurring: 
• £1.3 million relating to the Group’s contract with the US Department of Defense 
for the evaluation of the Armed Forces Institute of Pathology biorepository.
• £2.6 million relating to Asterand’s contract with Baylor School of Medicine. 
As previously estimated, the revenue from this client in 2009 was £2.4 million, 
and this contract is now complete.
Excluding these non-recurring sources of revenue (from 2008 and 2009), 2008 base 
business revenue was £7 .9 million and grew 20% (7% at constant exchange rates) 
to £9.5 million in 2009. This is shown graphically below. So, our base business 
continued to perform well in a challenging economic environment. 
Revenue By Source 2007-2009
The Group’s cost of sales was £5.1 million (2008: £6.6 million), leading to a gross 
profit for the year of £6.8 million (2008: £8.6 million profit). As a result, gross margins 
were 57% (2008: 56%). The improvement in gross margin is directly attributed to 
reduction in costs associated with tissue and contract drug discovery research.
On 31 December 2009, the biobank inventory was valued at £5.5 million (31 December 
2008: £4.5 million). During 2009, the Group invested in expanding its donor network 
to meet changing customer needs which resulted in an increase in inventory. We 
anticipate that these expanded offerings will better meet market demands. The 
increase in inventory was partially offset by £0.4 million in foreign currency exchange 
differences between the US dollar and the UK Sterling.
Research & Development (R&D) expenses were £0.3 million (2008: £0.3 million). 
All 2009 R&D expenses relate to improvements to new product offerings to support 
the Group’s focus on the business of human tissue supply and human tissue-based 
solutions. 
Selling and distribution costs were £2.3 million (2008: £1.8 million). These costs 
relate to sales staff salaries, commissions and marketing expenses. £0.3 million of 
the increase was due to foreign currency effects. The remainder of the increase was 
attributed to additional sales staff salaries expense, associated with part year 2008 
hires working a full year in 2009.
Total general and administrative expenses were £5.2 million (2008: £3.9 million). 
General and administrative expenses are analysed between those relating to 
exceptional costs and those to normal operations. Exceptional general and 
administrative costs were £1.0 million (2008: £0.3  million). These expenses relate to 
legal and professional fees associated with the BioSeek acquisition and the defence of 
the Group’s ability to secure Asian supply collaborations. General and administrative 
costs relating to normal operations were £4.2 million (2008: £3.6 million), beyond 
exceptional expenses the Group actually experienced a decrease of £0.1 million 
in G&A expenses at constant exchange rates. The resulting loss for the year was 
£1.1 million (2008: £3.9 million). 
Though it is a non-IFRS measure, Earnings Before Interest, Taxes, Depreciation 
and Amortization (EBITDA – excluding exceptional items and share option related 
charges) is monitored closely by the Directors and management as a metric to 
measure progress of business operations towards profitability and positive cash flow. 
The adjusted EBITDA for 2009 was a £0.21 million profit, a £2.9 million reduction 
over 2008 (2008: £3.1 million profit). 
Financing & Liquidity
The Directors monitor the cash flow and cash resources closely. During 2009, the 
Group utilized £2.7 million of cash principally for investments in inventory, defence 
of the Group’s ability to secure Asian supply collaborations, expenses associated 
with GLP accreditation and professional fees associated with the BioSeek acquisition. 
At 31 December 2009 the Group had cash and cash equivalents of £4.2 million 
(2008: £6.9 million). The Group currently has a $5.0 million (previously £2.0 million) 
working capital line of credit with Silicon Valley Bank. No funds have been drawn on 
the facility. Asterand plc - Annual Report and Accounts 2009 7
Outlook
During 2009, the Group made major investments in building its supply of biospecimens,  
acquiring a new business and securing GLP accreditation for its UK facility. These 
expenses, while reducing profitability for this year, will provide a foundation for future 
growth within the market. 
We believe our investments have set the stage for continued growth and future 
profitability. When others were downsizing, closing facilities and reducing inventories, 
we invested in new business, technology and product development, which we 
anticipate will pay off over time. Furthermore, our 2009 results were achieved during 
a challenging year of global recession and pharmaceutical industry consolidations. 
With our new investments in place, we will continue to move forward with our 
strategic goals. 
John Stchur, CPA 
Chief Financial Officer Asterand plc - Annual Report and Accounts 2009 8
Our Business
Asterand plc is the leading global supplier of high quality, well characterised human 
tissue-based solutions to pharmaceutical and biotechnology companies. We are 
experts in the procurement, assessment, characterisation and use of human 
biospecimens. We employ our scientific knowledge, products and services to assist 
clients in the selection of drug candidates with an increased likelihood of clinical 
success.
Models and methods to improve drug discovery
Asterand’s human tissue-based solutions are directed at reducing the critically high 
failure rate of compounds in clinical trials. Pharmaceutical researchers have always 
known that animal models do not provide a complete guide to drug response in 
humans. These differences may provide foresight into the performance of a drug 
during clinical trials. Thus, the incorporation of human tissue-based models at all 
stages of the discovery process is gaining acceptance as scientists seek methods 
to improve decision making during the development of medicines. Today, Asterand 
products and services are used at each stage of drug development from target 
identification to preclinical research.
Our product offerings
Asterand currently offers three primary product and service lines. 
• XpressBANK™
• PhaseZERO
®
• BioMAP
®
Our XpressBANK™ biobank contains several hundred thousand specimens from a 
broad range of therapeutic areas, offering rapid delivery of specimens that best meet 
the research requirements of our clients. Each specimen is accompanied by thorough 
disease characterisation and detailed clinical information making these samples 
especially well suited for drug discovery research. In addition to the human tissue 
biorepository, Asterand offers the following:
• Custom isolations of specific cell lines and primary cells
• Custom designed Tissue Microarrays (TMAs)
• Biofluids, including blood, serum and plasma
Through PhaseZERO
®
 Asterand also offers human tissue-based drug discovery 
research services on a fee-for-service basis. The services platform leverages our 
unparalleled experience and proven track record in human tissue-based research. 
PhaseZERO
®
 includes:
• XpressWay – human gene expression in non-diseased and diseased tissues
• XpressArray – human protein expression profiling
• Human tissue-based and primary cell assays for metabolism and toxicity 
analysis
Recent product innovation & expansion
BioMAP
®
, Asterand’s newest service platform through the acquisition of BioSeek, is 
an innovative, cell based disease model used to generate a unique profile of human 
biological response for specific drug candidates. The platform helps to reduce risk 
at the earliest stages of research and at multiple decision points within the R&D 
process. Most human cell lines used in preclinical testing are unable to provide 
truly predictive information since they lack the natural regulatory activity inherent in 
humans. By using primary cells directly isolated from the human body, the BioMAP
®
 
system replicates the cellular interactions present in specific human diseases.
Asterand’s expertise in providing human-based solutions for drug discovery research 
is renowned. We continue to expand and invest in new products and services as our 
customers’ demands grow. For example, our UK facility was recently accepted into 
the UK Good Laboratory Practices (GLP) Monitoring Programme. This accreditation 
will allow us to offer GLP compliant preclinical safety study services to pharmaceutical 
and biotech clients. Asterand's initial GLP compliant product offering is tissue cross 
reactivity testing. 
Through our heritage of drug development, Asterand owns several therapeutic 
programmes. Although we have ceased development of these programmes, out-
licensing offers us the opportunity to further advance these programmes whilst 
maintaining focus on our base business. To date, we’ve licensed migraine compounds 
to BTG and an eye disease programme to Allergan. Thus far, Asterand has received 
more than £4.2 million in license fees and milestone payments. We continue to seek 
alliances to capture additional value from this portfolio.
Growing leadership
Asterand’s extensive expertise allows for a comprehensive approach to meet the 
research needs of drug development companies. The Group will continue to leverage 
this expertise to become the predominant leader in the market for human-based 
solutions for drug discovery and development scientists who require biospecimen 
procurement, contract research services or biobank management. Asterand plc - Annual Report and Accounts 2009 9
BioMAP
®
: Drug Discovery through Human Biology
BioMAP
®
 screens against 1,000’s
of potential drug binding sites in
disease-relevant models
BioMAP
®
 systems are sensitive and powerful assays that allow scientists to obtain 
pharmacological data at key decision points early in the Research and Development 
(R&D) process. This proprietary human primary cell based, high throughput 
assay platform is designed to replicate the intricate cellular interactions present in 
inflammatory, autoimmune, respiratory and cardiovascular diseases. These systems 
allow pharmaceutical and biotechnology companies to receive rapid input regarding 
the action, efficacy and side effect profiles of drug candidates and provides actionable 
data to guide their lead selection and compound optimisation programmes. 
The BioMAP
®
 platform is an important addition to Asterand’s product line; it furthers 
our mission of reducing the critically high failure rate of drugs in clinical trials through 
human-based solutions.
The BioMAP
®
 platform offers a systems approach to improving drug development 
decision making. Combinations of human primary cells and specific culture conditions 
are engineered to closely replicate the conditions present in the human body during 
specific disease states. Compounds are tested within these systems, generating 
unique profiles of the expected human biological response to the potential drug. The 
new profiles are then compared to BioSeek’s unique proprietary database of activity 
profiles for known compounds. Comparing the results from the in-vitro disease 
models to the database compound profiles enables the prediction of clinical activities 
for the tested compound. 
To date, BioSeek has developed more than 30 different BioMAP
®
 systems for 
indications in vascular inflammation, cardiovascular and respiratory disease, 
fibrosis and related clinical conditions. BioSeek has collaborated with numerous 
pharmaceutical and biotechnology companies to incorporate the platform within their 
drug development process including Amylin Pharmaceuticals, Inc, Merck-Serono, 
UCB, and Dainippon Sumitomo. BioSeek is also a Phase I & II funded contractor 
with the United States Environmental Protection Agency’s (EPA’s) ToxCast
®
 Program.
The BioMAP
®
 system offers specific advantages over other methods employed in 
drug discovery research. Benefits include:
• By using primary cells isolated from the human body, the models more closely 
resemble actual human response compared to data generated from animals or 
altered, immortalized cell lines. 
• The measurement of multiple endpoints within a single assay system allows 
clients to receive data that provides an in-depth characterization of biological 
drug function. 
• The scalable, automated platform provides quicker results and greater inter 
and intra assay reproducibility. 
Thus, the BioMAP
®
 platform offers an innovative approach for drug discovery scientists 
to identify both “first-in-class” and “best-in-class” drugs. BioMAP
® 
is an established 
platform that has generated revenue in the past. With Asterand's expanded sales in 
marketing efforts, revenues are expected to continue to grow. Asterand plc - Annual Report and Accounts 2009 10
Board of Directors
Chairman 
Jack Davis – Non-Executive Director
Jack Davis was appointed as Chairman of Asterand in May 2008. He was previously on the Board of Asterand Inc. prior to its merger with 
Pharmagene plc. He also serves on the Boards of Claros, Inc., Collages.net, Inc., Laboratory Partners, Inc. and BioImagene, Inc. Mr. Davis 
co-founded Dianon Systems, a company that specializes in providing pathology services, holding the position of CEO, Chairman and Director. 
He has also served as CEO and Director of Calpyte Biomedical Corporation, Genica Pharmaceuticals and Infant Advantage, Inc. For over 
15 years, Mr. Davis served in various executive positions with Abbott Laboratories, the last being Vice President and General Manager of 
Worldwide Diagnostic Products.
Jonathan Fleming – Non-Executive Director 
Jonathan Fleming was appointed as a Non-Executive Director of Asterand plc in September 2008. Since 1996, he has been a General Partner 
of Oxford Bioscience Partners and currently serves as the Managing General Partner. Oxford Bioscience Partners is an international venture 
capital firm with more than $900 million under management that specializes in life science technology based investments. Prior to joining 
Oxford Bioscience Partners, Mr. Fleming was a founding General Partner of MVP Ventures (Boston, MA) and a co-founder of Medica Venture 
Partners (Israel). He currently serves as a Director on the Boards of Leerink Swann Investment Trust (Boston, MA), RailRunner NA Corp 
(Lexington, MA), Enanta Pharmaceuticals (Watertown, MA), Radius Pharmaceuticals (Cambridge, MA) and Molecular Biometrics (Norwood, 
MA). Mr. Fleming holds a B.A. from the University of California, Berkeley and a M.P.A. from Princeton University.
Executive Director  
Martyn Coombs – Chief Executive Officer & Executive Director
Martyn Coombs was appointed as CEO and Director of Asterand plc in March 2007 . Prior to joining Asterand, Mr. Coombs worked for 
Amersham plc for nine years. He led global logistics during Amersham’s period of rapid growth and merger activity in which the Company’s 
revenue tripled in size to £1.4 billion. Subsequently he served in Japan for five years as Executive Vice President of Nihon Medi-Physics Co. Ltd, 
a $300 million revenue Joint Venture between Amersham and Sumitomo Chemical. Mr. Coombs served on the Board of Nihon Medi-Physics 
Co., Ltd as Amersham’s only Executive Director, and concurrently as President of Amersham KK. Mr. Coombs has also served as President 
of PerkinElmer Japan, a subsidiary of PerkinElmer, Inc. He holds a degree in Mathematics, and an M.B.A. from Warwick Business School. 
Jill Force – Non-Executive Director 
Jill Force was appointed as a Non-Executive Director of Asterand plc in June 2008. Ms. Force is currently a Partner with The Allegro Group, 
Inc. (Louisville, KY) which provides interim management and business advisory services to public and private healthcare companies as well 
as equity and venture capital firms. Prior to this position, she served as Executive Vice President, General Counsel and Chief Administrative 
Officer for LifeCare Holdings, a privately held Company that operates 20 long term acute care hospitals.
Ms. Force spent 10 years as SVP , General Counsel and Corporate Secretary for Vencor, Inc. (now Kindred Healthcare, Inc.) where she was part 
of a team that grew the Company from one hospital to a Fortune 500 operator of hospitals, nursing facilities and contract medical services. 
Ms. Force is a certified public accountant and an attorney with an A.B. in Political Science from Miami University, a M.S.A . from Georgetown 
University and a J.D. from the University of Louisville School of Law.
Executive Director  
John Stchur – Chief Financial Officer
John Stchur was appointed to the Board of Directors in January 2009. He joined Asterand, Inc. in 2002 and led the Company through two 
rounds of venture funding and listing on the London Stock Exchange by means of a reverse merger (with Pharmagene plc) to form Asterand 
plc in January 2006. He was appointed Chief Financial Officer and Corporate Secretary of the new Group in 2007 . Prior to joining Asterand, Mr. 
Stchur served as Vice President of Finance for Big Net Holdings, a telecommunications company and as an auditor for PricewaterhouseCoopers 
L.L.P. Mr. Stchur is a certified public accountant with a degree in Business Management from the University of Maryland and a Master’s of 
Science Degree in Accounting from Walsh College.
Ian Ratcliffe – Non-Executive Director 
Ian Ratcliffe was appointed as a Non-Executive Director of Asterand plc in May 2008. He is currently President and CEO of Stemgent Inc. 
a Boston, MA based Company, focused on the development and sale of novel consumable reagents for use in stem cell research. Prior to 
Stemgent, Mr. Ratcliffe was President of Upstate, a leading provider of cell signaling research products and services. He also previously served 
as the Company’s COO, CFO and EVP of Sales and Marketing. In his final post as President, Mr. Ratcliffe was instrumental in facilitating 
the acquisition of Upstate by Serologicals Corp. in September 2004 and he served as President of the Upstate division until May 2005. 
Mr. Ratcliffe has a degree in Chemical Engineering from University of Surrey Guildford, Surrey, England and an M.B.A. from the University of 
Virginia. Mr. Ratcliffe is Chairman of Enzymatics (Boston), a manufacturer of molecular biology reagents, and Director of Global Cell Solutions 
(Charlottesville, VA), a biotech firm commercializing proprietary 3D cell culture technology. 
Dr. Peter Coggins – Non-Executive Director  
(Senior Independent Director)
Peter Coggins was appointed as a Non-Executive Director of Asterand plc in April 2008. Dr. Coggins has over thirty-five years experience in the 
biotechnology and life science industry. Previously he was President of PerkinElmer Inc. Life and Analytical Sciences, and as such had full P&L 
responsibility for a business with sales of $1.2 billion and staff of 4,200. In this capacity he also served as a Corporate Officer and a member 
of the Executive Committee. Prior to PerkinElmer, Dr. Coggins served as Executive VP Global Sales, at Amersham Biosciences. Dr. Coggins 
is a past Chairman of ALSSA (Analytical & Life Science Sciences Association), a former advisory committee member to the US Secretary of 
Health and Human Services, and is currently a Director on the Board of deltaDOT Ltd (London). Dr. Coggins holds a first degree and a Ph.D. 
in Zoology from Chelsea College, University of London.
Robert Salisbury – Non-Executive Director 
Robert Salisbury was appointed as a Non-Executive Director of Asterand plc in June 2008. Mr. Salisbury has more than 20 years of experience 
in the pharmaceutical industry. Previously, he was Executive Vice President & Chief Financial Officer of Pharmacia & Upjohn Inc (Windsor 
UK) and as such had full responsibility for the finance, corporate strategy, human resources, investor relations & corporate communication 
functions within the Company. In this capacity, he was integral to implementation of the post-merger global integration of the two companies 
across its units and subsidiaries within 48 countries. Mr. Salisbury has extensive investor contacts through his involvement in Pharmacia’s 
$4 billion secondary stock offering and other investor relations activities. Mr. Salisbury has a degree in Finance and an M.B.A. from Florida 
State University. Mr. Salisbury is currently a Director and Chair of the Audit Committee at Enzon Pharmaceuticals Inc (Bridgewater, NJ). Asterand plc - Annual Report and Accounts 2009 11
Chairman 
Jack Davis – Non-Executive Director
Jack Davis was appointed as Chairman of Asterand in May 2008. He was previously on the Board of Asterand Inc. prior to its merger with 
Pharmagene plc. He also serves on the Boards of Claros, Inc., Collages.net, Inc., Laboratory Partners, Inc. and BioImagene, Inc. Mr. Davis 
co-founded Dianon Systems, a company that specializes in providing pathology services, holding the position of CEO, Chairman and Director. 
He has also served as CEO and Director of Calpyte Biomedical Corporation, Genica Pharmaceuticals and Infant Advantage, Inc. For over 
15 years, Mr. Davis served in various executive positions with Abbott Laboratories, the last being Vice President and General Manager of 
Worldwide Diagnostic Products.
Jonathan Fleming – Non-Executive Director 
Jonathan Fleming was appointed as a Non-Executive Director of Asterand plc in September 2008. Since 1996, he has been a General Partner 
of Oxford Bioscience Partners and currently serves as the Managing General Partner. Oxford Bioscience Partners is an international venture 
capital firm with more than $900 million under management that specializes in life science technology based investments. Prior to joining 
Oxford Bioscience Partners, Mr. Fleming was a founding General Partner of MVP Ventures (Boston, MA) and a co-founder of Medica Venture 
Partners (Israel). He currently serves as a Director on the Boards of Leerink Swann Investment Trust (Boston, MA), RailRunner NA Corp 
(Lexington, MA), Enanta Pharmaceuticals (Watertown, MA), Radius Pharmaceuticals (Cambridge, MA) and Molecular Biometrics (Norwood, 
MA). Mr. Fleming holds a B.A. from the University of California, Berkeley and a M.P.A. from Princeton University.
Executive Director  
Martyn Coombs – Chief Executive Officer & Executive Director
Martyn Coombs was appointed as CEO and Director of Asterand plc in March 2007 . Prior to joining Asterand, Mr. Coombs worked for 
Amersham plc for nine years. He led global logistics during Amersham’s period of rapid growth and merger activity in which the Company’s 
revenue tripled in size to £1.4 billion. Subsequently he served in Japan for five years as Executive Vice President of Nihon Medi-Physics Co. Ltd, 
a $300 million revenue Joint Venture between Amersham and Sumitomo Chemical. Mr. Coombs served on the Board of Nihon Medi-Physics 
Co., Ltd as Amersham’s only Executive Director, and concurrently as President of Amersham KK. Mr. Coombs has also served as President 
of PerkinElmer Japan, a subsidiary of PerkinElmer, Inc. He holds a degree in Mathematics, and an M.B.A. from Warwick Business School. 
Jill Force – Non-Executive Director 
Jill Force was appointed as a Non-Executive Director of Asterand plc in June 2008. Ms. Force is currently a Partner with The Allegro Group, 
Inc. (Louisville, KY) which provides interim management and business advisory services to public and private healthcare companies as well 
as equity and venture capital firms. Prior to this position, she served as Executive Vice President, General Counsel and Chief Administrative 
Officer for LifeCare Holdings, a privately held Company that operates 20 long term acute care hospitals.
Ms. Force spent 10 years as SVP , General Counsel and Corporate Secretary for Vencor, Inc. (now Kindred Healthcare, Inc.) where she was part 
of a team that grew the Company from one hospital to a Fortune 500 operator of hospitals, nursing facilities and contract medical services. 
Ms. Force is a certified public accountant and an attorney with an A.B. in Political Science from Miami University, a M.S.A . from Georgetown 
University and a J.D. from the University of Louisville School of Law.
Executive Director  
John Stchur – Chief Financial Officer
John Stchur was appointed to the Board of Directors in January 2009. He joined Asterand, Inc. in 2002 and led the Company through two 
rounds of venture funding and listing on the London Stock Exchange by means of a reverse merger (with Pharmagene plc) to form Asterand 
plc in January 2006. He was appointed Chief Financial Officer and Corporate Secretary of the new Group in 2007 . Prior to joining Asterand, Mr. 
Stchur served as Vice President of Finance for Big Net Holdings, a telecommunications company and as an auditor for PricewaterhouseCoopers 
L.L.P. Mr. Stchur is a certified public accountant with a degree in Business Management from the University of Maryland and a Master’s of 
Science Degree in Accounting from Walsh College.
Ian Ratcliffe – Non-Executive Director 
Ian Ratcliffe was appointed as a Non-Executive Director of Asterand plc in May 2008. He is currently President and CEO of Stemgent Inc. 
a Boston, MA based Company, focused on the development and sale of novel consumable reagents for use in stem cell research. Prior to 
Stemgent, Mr. Ratcliffe was President of Upstate, a leading provider of cell signaling research products and services. He also previously served 
as the Company’s COO, CFO and EVP of Sales and Marketing. In his final post as President, Mr. Ratcliffe was instrumental in facilitating 
the acquisition of Upstate by Serologicals Corp. in September 2004 and he served as President of the Upstate division until May 2005. 
Mr. Ratcliffe has a degree in Chemical Engineering from University of Surrey Guildford, Surrey, England and an M.B.A. from the University of 
Virginia. Mr. Ratcliffe is Chairman of Enzymatics (Boston), a manufacturer of molecular biology reagents, and Director of Global Cell Solutions 
(Charlottesville, VA), a biotech firm commercializing proprietary 3D cell culture technology. 
Dr. Peter Coggins – Non-Executive Director  
(Senior Independent Director)
Peter Coggins was appointed as a Non-Executive Director of Asterand plc in April 2008. Dr. Coggins has over thirty-five years experience in the 
biotechnology and life science industry. Previously he was President of PerkinElmer Inc. Life and Analytical Sciences, and as such had full P&L 
responsibility for a business with sales of $1.2 billion and staff of 4,200. In this capacity he also served as a Corporate Officer and a member 
of the Executive Committee. Prior to PerkinElmer, Dr. Coggins served as Executive VP Global Sales, at Amersham Biosciences. Dr. Coggins 
is a past Chairman of ALSSA (Analytical & Life Science Sciences Association), a former advisory committee member to the US Secretary of 
Health and Human Services, and is currently a Director on the Board of deltaDOT Ltd (London). Dr. Coggins holds a first degree and a Ph.D. 
in Zoology from Chelsea College, University of London.
Robert Salisbury – Non-Executive Director 
Robert Salisbury was appointed as a Non-Executive Director of Asterand plc in June 2008. Mr. Salisbury has more than 20 years of experience 
in the pharmaceutical industry. Previously, he was Executive Vice President & Chief Financial Officer of Pharmacia & Upjohn Inc (Windsor 
UK) and as such had full responsibility for the finance, corporate strategy, human resources, investor relations & corporate communication 
functions within the Company. In this capacity, he was integral to implementation of the post-merger global integration of the two companies 
across its units and subsidiaries within 48 countries. Mr. Salisbury has extensive investor contacts through his involvement in Pharmacia’s 
$4 billion secondary stock offering and other investor relations activities. Mr. Salisbury has a degree in Finance and an M.B.A. from Florida 
State University. Mr. Salisbury is currently a Director and Chair of the Audit Committee at Enzon Pharmaceuticals Inc (Bridgewater, NJ). Asterand plc - Annual Report and Accounts 2009 12
Corporate Governance Report
The Combined Code
The Directors have set out below and in the Remuneration Report on pages 15 to 20 how 
the main principles of the Combined Code on Corporate Governance (the “Combined 
Code”) published in June 2008 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. 
A copy of the Combined Code is publicly available at www.frc.org.uk.
Board of Directors
As at 31 December 2009, the Board of Directors comprised the Chairman, two Executive 
Directors and six Non-Executive Directors. The only change to the Board during 2009 
was the appointment of John Stchur as an Executive Director, on 5 January 2009. 
Biographical details of current Directors are set out on pages 10 and 11.
The Directors have a considerable breadth and depth of relevant experience and each 
brings an independent judgment 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 Company’s Articles of Association require a certain number of Directors to retire 
and resubmit themselves for re-election each year. The Directors subject to election or 
re-election in 2010 are John Stchur, Martyn Coombs and Peter Coggins. Further details, 
including biographical information are included in the AGM notice on page 60.
The Board met formally on seven occasions during the year to consider all significant 
issues, as well as matters reserved specifically for Board consideration. All members 
were present at each of these meetings, with the exception of Jonathan Fleming and 
Ian Ratcliffe who each missed one meeting. Both Directors were briefed on the agenda 
and contents of the meeting in advance such that they were able to provide feedback 
and counsel. 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. 
Peter Coggins served as the Senior Independent Director throughout 2009. 
The Board considers that each of Jack Davis, Peter Coggins, Jill Force, Ian Ratcliffe, 
and Robert Salisbury are independent of the management and free of any business or 
other relationships which could materially interfere with the exercise of independent 
judgment. The Board considers that Jonathan Fleming is not regarded as an 
independent Director since he is a partner of Oxford Bioscience Partners, a fund with 
a significant shareholding in the Company. However, he is considered independent 
of management.
Committees of the Board
Copies of the Audit Committee, Remuneration Committee and Nomination Committee 
Terms of Reference are available from our Company Secretary at the address below.
Mr. John Stchur, CPA 
Asterand plc 
2 Orchard Road 
Royston, Herts
SG8 5HD
United Kingdom
Remuneration committee
In 2009, the remuneration committee was chaired by Peter Coggins and included 
Jack Davis and Ian Ratcliffe. The remuneration committee meets at least twice a 
year. The functions of the remuneration committee and its policy on remuneration 
are detailed on pages 15 to 20. The remuneration committee met formally on two 
occasions during the year at which all members were present.
Audit committee
In 2009, the audit committee was chaired by Jill Force and included Robert Salisbury 
and Jonathan Fleming.
The Board is satisfied that all members of the audit committee who served during 
the year have recent and relevant financial experience. Although Jonathan Fleming is 
not considered to be independent of shareholders because he is a partner of Oxford 
Bioscience Partners, a fund with a significant shareholding in the Company, he is 
independent of management and was nominated to the committee because of the 
depth of his financial experience and knowledge. This committee meets at least four 
times a year to review the scope and results of the audit and the Group’s accounting 
policies and financial reporting.
The committee reviews the external auditors’ independence and the effectiveness 
of the audit process together with the engagement of external auditors to supply 
non-audit services. The committee also has primary responsibilities for making 
recommendations on the appointment, reappointment and removal of the external 
auditors.
The committee also reviews the Group’s annual and interim reports (and any 
announcements relating to financial performance) and provides a forum through 
which the Group’s external auditors report to the Board. Members of executive 
management and the Group’s auditors are also invited to attend audit committee 
meetings as appropriate. At least once a year, the committee meets with the auditors 
with no Executive Directors present. 
The audit committee and the Board have considered the need for an internal audit 
function and concluded that, for the Group at its current stage of development, such 
a function is not required.
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 five times during the year. All committee 
members were present, with the exception of Jonathan Fleming, who 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. Asterand plc - Annual Report and Accounts 2009 13
Nomination committee
The nomination committee is comprised of all the Directors and is chaired by Ian 
Ratcliffe. It meets as and when necessary to review and recommend appointments 
to the Board. Induction procedures for new Directors are in place. The exact content 
of the induction process is tailored to the requirements of the individual Director. 
Efforts are made to identify opportunities for introducing new Directors to major 
shareholders as required and, in any event, at the Annual General Meeting of the 
Company following their appointment.
The committee reviews the time commitment expected of Non-Executive Directors 
and this is reflected in their letters of appointment. All Directors are requested 
to disclose any changes to their commitments at each meeting of the Board. The 
nomination committee met once in 2009, with all committee members present, to 
review and recommend the appointment of John Stchur as an Executive Director to 
the Board.
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 2009, the executive management committee was comprised of the Chief 
Executive Officer, the Chief Financial Officer, the General Managers of US and UK 
operations, the VP of 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 2009 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.
The Board ensures that there are effective internal controls over the financial 
reporting and consolidation processes. Monthly accounts and forecasts are presented 
to the Board for review. The finance team undertakes a programme of review of 
accounting processes and Company performance to provide assurance to the Board 
on the integrity of the information supplied, which forms part of the consolidated 
results of the Group.
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 without the Executive Directors present at each meeting.
Performance evaluation
An evaluation of the effectiveness of the Board, its Directors and Committees was 
completed in 2009 via confidential internal survey of the Board. 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.
Directors’ conflicts of interest
Directors have a duty to avoid a situation in which they have, or can have, a direct or 
indirect conflict of interest or possible conflict of interest with the company. The duty 
applies in particular to the exploitation of any property, information or opportunity, 
whether or not Asterand could take advantage of it. The company’s Articles of 
Association include a general power for the Board to authorise such conflicts. There 
is no breach of duty if the relevant matter has been so authorised in advance. 
Whistle blowing
The Group maintains a whistle blowing policy. Under the policy, all staff members 
have direct access to the Company Secretary, CEO, Chairman and Senior Independent 
Director in the event that he or she feels that a disclosure cannot be made via the 
usual management channels. In addition, the Company has established a toll-free 
hotline where employees can submit information anonymously.
Statement of compliance
The Board has complied with the relevant principles and provisions of the Combined 
Code throughout the period under review save in respect of the following matters:
Code Provision C.31
Jonathan Fleming was appointed as a member of the audit committee in 2008 
and continued to serve in 2009. Although he is considered to be independent of 
management, Jonathan is not considered to be independent of shareholders because 
he is a partner of Oxford Bioscience Partners, a fund with a significant shareholding in 
the Company. Jonathan was appointed to the audit committee because of the depth 
of his financial experience and knowledge. 
Communication with shareholders
The Board attaches a high priority to effective communications with shareholders, 
both private and institutional. Representatives of the Board, comprising the Executive 
Directors are available to meet with shareholders twice a year following the publication 
of the Group’s interim and annual results. Other meetings with shareholders are held 
as and when requested and certain of such meetings in the past year have included 
the Chairman. In addition, a report is made at each Board meeting of communications 
with major shareholders, analysts and brokers. All shareholders are sent copies of 
the Annual and Interim Reports and given notice to attend the Company’s Annual 
General Meeting. Shareholders whose shares are held by nominees may receive 
copies of such communications on request. The Annual General Meeting offers the 
opportunity for private and institutional shareholders to question the Directors and  Asterand plc - Annual Report and Accounts 2009 14
 
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.
Share capital
The disclosure requirements set out in the Disclosure and Transparency Rules, 
paragraph 7 .2.6 are included in the Directors' Report on pages 21 to 24.
Going concern
At 31 December 2009, the Group had cash and short-term investments of 
£4.2 million. The Directors have reviewed the 2010 budgets and projections for 2011 
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 2009.
On behalf of the Board
John Stchur, CPA 
Chief Financial Officer & Company Secretary
29 March 2010 Asterand plc - Annual Report and Accounts 2009 15
Directors' Remuneration Report
Unaudited information
For the year ended 31 December 2009
Remuneration committee
In 2009, the remuneration committee was chaired by Peter Coggins and included 
Ian Ratcliffe and Jack Davis. The remuneration committee has the responsibility for 
determining the Group’s overall policy on executive remuneration and for deciding 
the specific remuneration, benefits and terms of employment for Executive Directors. 
The remuneration committee also has regard to remuneration packages for senior 
executives who are not Board Directors, but have a significant influence over the 
Group’s ability to meet its strategic objectives. Fees paid to the Chairman and Non-
Executive Directors are determined by the Board as a whole and no Director is 
responsible for approving his or her own remuneration. The remuneration committee, 
in its deliberations on the remuneration policy for the Company’s Directors, seeks 
to give full consideration to the Combined Code, including the provisions set out in 
Schedule A to the Code. The Company Secretary acts as secretary to the remuneration 
committee. The remuneration committee performs a benchmarking exercise in 
determining compensation prior to the appointment of any Executive Director.
Policy on Directors’ remuneration
This section of the remuneration report covers the policies set by the remuneration 
committee. Detailed disclosure of Directors’ remuneration for the year ended 
31 December 2009 together with disclosure of share ownership and entitlement to 
share options is set out on pages 18 to 20.
The policies set by the remuneration committee are intended to attract and retain 
high calibre executives, to motivate them to build a successful Company and seek to 
maximise shareholder value. Remuneration committee policies and procedures also 
aim to ensure that Executive Directors receive remuneration appropriate to their 
performance, experience, responsibility and geographic location without paying more 
than appropriate in the circumstances. 
The Group operates in a dynamic business sector. The remuneration committee’s 
policies aim to align business strategy and corporate objectives with executive 
remuneration. Certain policies may need to be adjusted from time to time in order 
to ensure appropriate mix between performance-based and non performance-based 
elements and between long and short-term goals and rewards, depending upon the 
challenges facing the business and its objectives at any given point in its development.
Where major changes in remuneration policy may be required, the remuneration 
committee would expect to discuss these with key shareholders in advance. 
Executive Directors’ remuneration packages are comprised of a basic annual 
salary, a performance related bonus and other customary benefits such as pension 
contributions and health insurance together with long-term incentive arrangements 
in the form of share options and share incentive plans. The Board believes that 
incentives such as share options and the share incentive plans serve as a valuable 
role in motivating Executive Directors and employees to act in the interests of creating 
shareholder value.
Basic salary
The basic salary of each Executive Director is determined by the remuneration 
committee taking into account individual performance and aims to ensure that 
remuneration remains competitive with similar companies in terms of size and 
complexity. Basic salary levels for Executive Directors are designed to be at least at 
the median level reflecting the levels of performance, experience and responsibility 
held by each of the Executive Directors.
Performance bonus
Each Executive Director is eligible for a discretionary annual bonus in recognition 
of that Director’s contribution to the success of the Group and the achievement 
of specified performance targets. These performance targets include a combination 
of corporate and individual objectives except for the Chief Executive Officer whose 
bonus is based entirely on the achievement of corporate objectives.
The targeted composition of each Executive 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 2009
 
Basic salary, retirement 
and other benefits
 
Performance
 Bonus
  
M Coombs 70%
 
30%
J Stchur 70% 30%
The Group contributes a sum equal to a fixed proportion of basic salary to a 
defined contribution 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
Executive Director, Martyn Coombs, was granted an option in 2007 at the closing 
mid-market value of the Company's Ordinary Shares on the day of grant. The option 
has no performance criteria and vests, subject to continued employment, three years 
after grant.
Executive Director John Stchur was granted options in 2007 and 2009  at the 
closing mid-market value of the Company’s ordinary shares on the day of the grant. 
Performance conditions attached to share options granted to John Stchur under the 
2007 LTIP are consistent with the policy set out on page 16.
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 eligible employees may participate in the SIP  Asterand plc - Annual Report and Accounts 2009 16
 
which contains three elements: partnership shares, matching shares and free shares 
(known internally as Corporate Bonus Shares).
Partnership shares may be purchased by employees out of their pretax 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 342,998 partnership and 342,998 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 2009, no awards of free shares were made.
Long Term Incentive Plan 
The Long Term Incentive Plan was introduced in May 2007 (the “2007 LTIP”). 
Under the 2007 LTIP, selected individuals may receive awards structured either as a 
conditional right to receive shares or as nil cost options. 
Awards granted in 2007 , 2008 and 2009 to Executive Directors are subject to EBITDA 
performance targets as are awards granted to senior management in 2007 . Other 
awards are subject to time-based vesting only. 
The Remuneration Committee believes the 2007 LTIP represents a sensible long-
term incentive arrangement which is not excessive, is cost effective for the Company 
taking into account both share usage and the new accounting treatment of share 
plans 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 2009, the rights over 1,773,000 shares were awarded under this plan 
(2008: 719,000 shares). 
Executive Directors’ Service Contracts
The Chief Executive Officer’s service contract is a rolling contract, terminable 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 contract of the Executive Director who served during the year is:
1
 
Executive
Directors
Original date of 
appointment
as Director
 
Contract 
Date
 
Term
Notice 
Period
Maximum contractual
termination 
payment
M. Coombs 27-Mar-07 27-Mar-09 Rolling 1 year
1 year’s salary and 
associated benefits in kind 
1 A service contract for John Stchur, Executive Director and the Company’s CFO, is under negotiation. Asterand plc - Annual Report and Accounts 2009 17
 
Non-Executive Directors’ letters of appointment
Non-Executive Directors have signed letters of appointment terminable on three months’ written notice from either party. Non-Executive Directors receive fees for services as 
members of the Board to reflect the time commitment and responsibilities of the role. None of the Company’s Non-Executive Directors participate in the Group’s current share 
option or share incentive schemes.
The details of the letters of appointment of those Non-Executive Directors who served during the year are:
Non-Executive
Directors
Original date of 
appointment
as Director
 Expiry date of
current letter of
appointment
Notice
period
Contractual
termination
payment
Period served as
Director as at
31-Dec-09
J Davis 03-Jan-06 31-Dec-11 3 months Accrued fees and expenses 4 years
P. Coggins 03-Apr-08 02-Apr-11 3 months Accrued fees and expenses 1 year 9 months
I. Ratcliffe 15-May-08 14-May-11 3 months Accrued fees and expenses 1 year 8 months
J. Force 17-Jun-08 16-Jun-11 3 months Accrued fees and expenses 1 year 6 months
R. Salisbury 17-Jun-08 16-Jun-11 3 months Accrued fees and expenses 1 year 6 months
J. Fleming 02-Sep-08 01-Sep-11 3 months Accrued fees and expenses 1 year 4 months
Total shareholder return for the period since Asterand plc formation to 31 December 2009
Relative Performance (rebased to ATD)
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 standalone entity, prior to 2006. The remuneration committee believes the UK techMark Mediscience Index to be 
the most appropriate index against which Asterand should be measured. Asterand plc - Annual Report and Accounts 2009 18
 
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 2009 and 31 December 2008, or on the date of appointment or resignation where applicable. All interests 
are beneficially held by the Director concerned or their immediate family.
Directors
 
 
31-Dec 2009
Number
31-Dec 2008
Number
M Coombs 344,764 307 ,764
J. Stchur 119,556 119,556
J Davis 1,156,216 1,156,216
J Force 110,000 110,000
R. Salisbury 50,000 50,000
J Fleming 26,570,325 26,570,325
Jonathan Fleming is a partner of Oxford Bioscience Partners. As such he is deemed to have a beneficial interest in the shareholdings of this entity. Consequently, the disclosure 
shown above includes the shareholdings by this entity in the capital of the Company. There have been no changes in the interests set out above between 31 December 2009 
and 29 March 2010. Asterand plc - Annual Report and Accounts 2009 19
  
Audited information
The information contained within the remuneration report below is audited.
Directors’ emoluments for the year ended 31 December 2009
Executive Directors
 
Fees
£
 
Salary
£
Benefits
in kind
£
 
Bonuses
£
Total 2009
excluding
Pensions
£
Pensions
2009
£
Total 2008
excluding
Pensions
£
Pensions
2008
£
M Coombs – 214,007 1,443 – 215,450 28,866 327 ,573 16,620
J Stchur
1
– 142,593 – – 142,593 5,458 – –
Subtotal – 356,600 1,443 – 358,043 34,324 327 ,573 16,620
Non-Executive Directors
J Davis 102,216 – – – 102,216 – 35,814 –
P Coggins
2
28,000 – – – 28,000 – 19,862 –
I Ratcliffe
3
35,776 – – – 35,776 – 17 ,596 –
J Force
4
35,776 – – – 35,776 – 15,071 –
R Salisbury
5
31,943 – – – 31,943 – 13,456 –
J Fleming
6
31,943 – – – 31,943 – 8,197 –
Subtotal 265,654 – – – 265,654 – 109,996 –
Total 265,654 356,600 1,443 – 623,697 34,324 437 ,569 16,620
1.
 J Stchur was appointed on 5 January 2009
2.
 P Coggins was appointed on 3 April 2008
3.
 I Ratcliffe was appointed on 15 May 2008
4.
 J Force was appointed on 17 June 2008
5.
 R Salisbury was appointed on 17 June 2008
6. 
J Fleming was appointed on 2 September 2008
For the year ended 31 December 2009, the Group contributed 12% (2008: 12%) of basic salary to a defined contribution pension scheme for the UK based 
Executive Director and 3.9% (2008: 3.9%) of basic salary to a define contribution scheme for the US based Executive Director. Benefits in kind include 
private medical insurance for Executive Directors and their immediate family, permanent health insurance and life assurance cover. Mr. Coombs and Mr. 
Stchur are recompensed in dollars, and therefore some of the difference in pound sterling in the comparison between years 2008 and 2009 arises from the 
changes in the dollar/sterling exchange rate. Asterand plc - Annual Report and Accounts 2009 20
  
Interests in share options
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.
 
Directors
 
 
 
As at
January
2009
Granted 
in 
the year
Exercised
in the
year
Lapsed 
in
the year
At
31 December 
2009
 
Exercise
price
Date
from which
exercisable
 
Expiry 
date
M Coombs
J Stchur
J Stchur
J Stchur
J Stchur
3,849,809*
18,975*
113,850*
700,000
–
–
–
–
150,000
–
–
–
–
–
–
–
–
–
–
3,849,809
18,975
113,850
700,000
150,000
4.9p
$0.058
$0.058
nil
nil
26.03.10
11.12.07
10.08.08
21.12.10
26.06.12
26.03.17
11.12.13
10.08.14
21.12.17
26.06.19
4,682,634 150,000 – – 4,832,634
*  There are no performance conditions attached to these options. 
Performance conditions attached to share options granted to John Stchur under the 2007 LTIP are consistent with the policy set out in the Directors' 
Remuneration Report on page 16. 
Gains made in the year by Directors on the exercise of share options were £nil (2008: £nil). The mid-market price of the Company’s shares at 31 December 2009 
was 18.6p. During the year, the mid market price of the Company’s shares ranged from 13.0p to 30.0p. There have been no changes in interests set out 
above between 31 December 2009 and 29 March 2010.
On behalf of the Board
Peter Coggins
Senior Independent Non-Executive Director
29 March 2010 Asterand plc - Annual Report and Accounts 2009 21
Directors' Report
The Directors present their Annual Report on the 
affairs of the Group together with the audited 
consolidated financial statements for the year ended 
31 December 2009.
Principal activities and business review 
The principal objective of the Group is to enable its pharmaceutical and biotechnology 
clients to identify relevant human disease targets, and to discover and develop new 
drug candidates using human tissues and thereby take safer and more effective drug 
candidates into the clinic with increased confidence. The Group achieves this through 
the provision of human tissue samples, tissue derivatives, drug discovery services 
and consulting services using the Group’s expertise in human tissue based research.
In addition, the Group maintains a portfolio of potential drug candidates which have 
been previously discovered and developed by the Group. All internal research and 
development activities in regards to these compounds have ceased as all operations 
are now focused on the provision of human tissue and human tissue related services. 
However, the Group is seeking licensing opportunities with specialist third party 
partners to realise the maximum value from these assets. A review of the business is 
contained within the Chief Executive’s Business Overview on pages 4 to 5 and within 
the Financial Review on pages 6 to 7 .
Future Developments
Future developments for the Group have been outlined within the Chief Executive’s 
Business Overview on pages 4 to 5 and within the Financial Review on pages 6 to 7 .
Research and development
The Group carried out research and development into the use of human tissue 
samples in drug discovery and development. This includes methods of handling and 
processing tissue derivatives including cells, proteins, DNA and RNA. It also includes 
the development and improvement of assays for drug discovery and development 
where the Group will provide these as an applied contract research service. The Group 
incurred research and development costs of £0.3 million (2008: £0.3 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 2009 (2008: £nil) 
and made no donations to political organisations during 2009 (2008: £nil).
Dividend
The Directors do not propose the payment of a dividend (2008: £nil).
Directors and Directors’ interests
The Directors of the Company during the year ended 31 December 2009 are listed 
below:
Jack Davis
Chairman 
Martyn Coombs
Chief Executive Officer & Executive Director
John Stchur
Chief Financial Officer & Executive Director (appointed on 5 January 2009)
Peter Coggins
Senior Independent Non-Executive Director 
Jonathan Fleming
Non-Executive Director 
Jill Force
Non-Executive Director 
Ian Ratcliffe
Non-Executive Director 
Robert Salisbury
Non-Executive Director 
Biographical details of the current Directors are given on pages 10 and 11.
The interests of the Directors and their families in the Ordinary Shares of the 
Company and options over the Ordinary Shares of the Company are shown in the 
Remuneration Report on pages 15 to 20.
Indemnification of Directors
Qualifying third party indemnity provisions (as defined in section 234 of the Companies 
Act 2006) are in force for the benefit of the Directors and former Directors who held 
office during 2009.
Substantial shareholdings
Share capital
As at the 31 December 2009, the authorised share capital of the Group is 150,000,000 
Ordinary Shares of 5 pence each and 113,559,530 Ordinary Shares have been issued 
and are fully paid up. (116,291,076 as of 4 March 2010) Subject to the Companies 
Act 2006 and the Articles of Association of Asterand plc, in a general meeting, every 
holder of Ordinary Shares in person or by proxy is entitled to one vote for each share 
held. At 4 March 2010, the Company had been notified of the following shareholdings 
accounting for 3% or more of its share capital.
 Number Percentage
Oxford Bioscience Partners 26,570,325 22.85%
Chrysalis Ventures II LP 15,735,457 13.53%
Aberforth Partners 9,789,876 8.42%
Worldwide Nominees Limited 6,468,360 5.56%
Fort Washington Private 
Equity Investors II LP
5,721,346 4.92%
Hale Fund I LLC 6,343,089 5.46%
Gartmore Investment Limited 5,729,273 4.93%
Arboretum Ventures LLC 5,103,674 4.39%
Apjohn Ventures Fund LP 3,737 ,639 3.21% Asterand plc - Annual Report and Accounts 2009 22
  
At 4 March 2010, 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.
Shares acquired through the employee share schemes rank equally with all other 
Ordinary shares in issue. Pharmagene Laboratories Trustees Limited, as trustee of 
the Employee Ownership Plan Trust, holds 0.6% of the issued share capital of the 
Company as at 29 March 2010 in trust for the benefit of the executive directors, 
senior executives and managers of the Group.
The voting rights in relation to these shares are exercised by the trustee. The trustee 
may vote or abstain from voting, or accept or reject any offer relating to shares, in 
any way it sees fit, without incurring any liability and without being required to give 
reasons for its decision.
Employees and disabled persons
The Group’s policy towards employee involvement includes a commitment to 
promoting awareness of the activities of the Group and stimulating encouragement 
of employees to participate in and contribute towards the growth of the business. 
Such participation is encouraged by regular formal and informal meetings between 
management and all staff are invited to discuss progress, plans, performance or 
any issues affecting them or the Group. The Board recognises that it is important 
to invest in training, development, welfare provision and to communicate at all 
levels in order to recruit, retain and motivate the best employees. The Group offers 
equivalent opportunities to disabled people in every matter concerning recruitment, 
development, facilities and career progression. Employees, following a qualifying 
period of employment, are eligible to participate in relevant share option schemes. 
Creditor payment policy
It is the Group’s policy where possible to follow a standard payment procedure for all 
payments to creditors for supply of materials, equipment and services. The standard 
practice is to agree payment terms with suppliers when agreeing the terms of the 
transaction. The Group has complied with this policy during the year. The average 
number of creditor days for the Group for the year ended 31 December 2009 was 
29 days (2008: 30 days) and for the Company for both years was nil. 
Purchase of own shares
No purchases of own shares were made during the year.
Statement of directors’ responsibilities
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 elected to prepare the group and parent 
company financial statements in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union. Under company law the 
Directors must not approve the financial statements unless they are satisfied that 
they give a true and fair view of the state of affairs of the group and the company 
and of the profit or loss of the group for that period. In preparing these financial 
statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs as adopted by the European Union have been 
followed, subject to any material departures disclosed and explained in the 
financial statements;
• prepare the financial statements on the going concern basis unless it is 
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the Company and the Group and enable 
them to ensure that the financial statements and the Directors’ Remuneration Report 
comply with the Companies Act 2006 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. Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in other jurisdictions. 
Each of the Directors, whose names and functions are listed in the Director's Report 
confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with 
IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, 
financial position and loss of the group; and
• the Directors’ Report includes a fair review of the development and 
performance of the business and the position of the group, together with a 
description of the principal risks and uncertainties that it faces.
In accordance with Section 418 of the Companies Act 2006, each Director confirms that:
(a) so far as the Director is aware, there is no relevant audit information of which 
the Company’s auditors are unaware; and
(b) he/she has taken all the steps that he/she ought to have taken as a Director to 
make themselves aware of any relevant audit information and to establish that 
the Company’s auditors are aware of that information.
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 Accounts 2009 23
  
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 12 to 14. 
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.
Takeover Directive
The company does not have contracts or other arrangements which individually are 
essential to the businesses nor is it party to any significant agreements that would 
take effect, alter or terminate upon a change of control following a takeover bid. 
The company does not have agreements with any Director or employee that would 
provide compensation for loss of office or employment resulting from a takeover, 
except that provisions of the company’s share plans may cause options and awards 
granted under such plans to vest on a takeover. Details of the termination provisions 
in the company’s framework contracts for Executive Directors are given on page 17 .
Key performance indicators
The Directors believe that during 2009 the key performance indicators (“KPIs”) for 
the Group have been revenues; gross profit and gross margins; EBITDA; cash flow 
and cash resources. Each of these KPIs are reviewed in the Financial Review on 
pages 6 and 7 .
Financial risk management
The Group’s financial risk management policies are disclosed in Notes 1 and 21 to 
the financial statements. 
Provision of information to auditors
So far as each of the Directors is aware, there is no relevant audit information of 
which the Company’s auditors are unaware and each of the Directors has taken all 
the steps possible in order to make themselves aware of any audit information and to 
establish that the Company’s auditors are aware of that information.
Principal risks and uncertainties
The Directors have considered the risks faced by the Group and consider that the 
following are the principal risks and uncertainties faced by the Group. 
• Reliance on key staff and management of international operations – the Group 
is highly reliant on the continued services of its key personnel, who have skills 
which are critical to the continued successful operation of the Group. Failure 
to retain such individuals, or to attract and retain strong management and 
technical staff in the future could have an adverse effect upon the Group’s 
business and its results. The risk of injury or illness to the Group’s employees 
could lead to the Group failing to achieve objectives, which could have an 
adverse effect on the financial condition or results of operations of 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.
• 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.
• Financial and liquidity risk – the Directors have adopted a business plan 
which is intended to sustain profitability and positive operating cash flow. 
If profitability and positive cash flow were not achieved and the current cash 
resources become significantly diminished then the Group would be reliant 
upon securing additional finance to continue operations.
• 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 organizations 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 – the Group’s operations are subject to laws and 
regulations. If the Group fails to comply with the laws and regulations that are 
applicable to its business, it could suffer civil and/or criminal penalties or it could 
be required to cease operations. There can be no assurance that its operations will 
not be subject to increased regulations or laws which could have an adverse effect 
on the Group’s business. There can be no assurance that the Group will be able to 
comply with any new regulations or laws to which it might become subject.
• Foreign exchange risk – the Group operates from sites in the UK and US. 
Approximately two-thirds of its staff and assets are located at the US site with 
the remaining third at the UK facility. The Group receives a significant proportion 
of its revenue in currencies other than in Sterling; in particular it receives much 
revenue in US dollars. Consequently, movement in foreign currency exchange 
rates could adversely affect earnings, cash flow and the financial position of the 
Company.
• Handling risks – the Group receives, ships, and handles human tissue 
samples. In addition, it operates scientific research laboratories to acquire, 
process and conduct scientific research on such samples and in the process 
receives experimental drug candidates from client companies. In conducting 
experiments, the Company handles materials which are potentially hazardous 
to health. In the conduct of such work, the Group has established stringent 
health and safety standard operating procedures to protect its staff. We 
maintain Biosafety level II laboratories which recommends universal 
precautions are taken to ensure against accidental exposure to health hazards. 
This includes the use of personal protective equipment (PPE) and biological  Asterand plc - Annual Report and Accounts 2009 24
  
safety cabinets for use with human tissue. In addition, the staff is required to 
attend training sessions on the use of PPE, and the mitigation of transmission 
risks of communicable and infectious diseases. There remains a risk of 
exposure which might cause personal injury.
• Loss of key suppliers – given the nature of the Group’s operations, its future 
performance is reliant on the preservation or enhancement of existing 
relationships with its key suppliers. The loss of a major supplier would have a 
significant detrimental impact upon the performance of the Group.
• Operational risk – the Group faces a risk of loss resulting from, among other 
factors, systems failure, theft, fraud and natural disaster. Operational risk of 
this kind can occur in many forms including, among others, errors, business 
interruptions, inappropriate behaviour of, or misconduct by, employees of 
the Group, or those contracted to perform services for the Group and third 
parties that do not perform in accordance with their contractual agreements. 
These events could result in financial losses or other damage to the Group. 
Furthermore, the Group relies on internal and external information technology 
systems to manage its operations and is exposed to risk of loss resulting from 
breaches in the security, or other failures, of these systems which could have 
an adverse effect upon the trading performance of the Group. 
 The Group’s approach to operational risk management is intended to reduce 
the risk of such loss. To monitor and manage operational risk, the Group 
maintains a framework of internal controls designed to provide a sound 
and well-controlled operational environment. The Group strives to maintain 
appropriate levels of operational risk relative to its businesses’ strategies, its 
competitive and regulatory environment, and the markets in which it operates. 
The Group is indemnified, to the extent to which the Board considers 
reasonable, under insurance policies and programmes for those operating 
risks that can be mitigated through the purchase of insurance. Nevertheless, 
notwithstanding these control measures and this insurance coverage, the 
Group remains exposed to operational risk that could negatively impact their 
business and results of operations.
• Acquisition risk – part of the Group’s strategy is to expand its business 
further through acquisitions of other businesses. Acquisitions will require the 
integration of new operations into the Group’s business. 
 If the Group fails to integrate its acquisitions successfully, this could have 
a material adverse effect on its business, financial condition and operating 
results.
• Economic risks – general public confidence about future economic conditions 
or the performance of Asterand or its suppliers or customers may impact 
on the ability or desire of others to trade with the Group and, following 
completion, the Enlarged Group and result in a downturn in customer demand 
or affect the ability of the Enlarged Group to meet customer demand.
• Purchasing pattern risk – purchasing patterns within the Group’s customer 
base could change over time due to a variety of factors. These changes could 
result in less demand for tissue based solutions.
• Interest rate risks – interest rate risk is the risk that the Group will sustain 
losses from adverse movements in interest bearing assets and liabilities. 
The Group has an exposure to interest rate risk arising principally from 
changes in Euro, Pounds Sterling and US dollar interest rates. The Group does 
not hedge against its interest rate risk.
• International trade risk – the Group derives a significant part of its revenue 
from customers outside the UK. Asterand expects that its sales will continue 
to be made across a number of territories and as a result, in common with 
other multi-national organisations, the occurrence of any negative economic, 
political or geographical events in these locations could have a material impact 
on revenues. This in turn could cause the Group’s business to be harmed. 
These international trade risks include:
  • fluctuations in exchange rates;
  • unexpected changes in regulatory environments;
  • imposition of tariffs and other barriers and restrictions; and
  • changes in foreign company law.
• Tax Risk – any changes to current UK and international taxation legislation 
(including corporate, personal, capital and indirect taxation), the 
interpretation of such legislation by tax authorities as well as changes to 
accounting standards, may impact on the Company’s and consequently the 
Group’s projected activities, financial situation and results. There is also a risk 
of unexpected tax costs through the failure of tax planning or challenge by tax 
authorities of the bases of transfer pricing.
• Possible volatility of the price of the Ordinary Shares – the market price of the 
Ordinary Shares may be affected by a variety of factors such as changes in 
sentiment regarding the Ordinary Shares, variations in the Group’s operating 
results compared with the expectations of market analysts and investors, its 
business developments or those of its competitors, the operating performance 
of its competitors, speculation about the Group’s business, or regulatory 
changes affecting the Group’s operations. Shareholders should be aware that 
the value of the Ordinary Shares can go down as well as up and may not 
always reflect the underlying asset value or prospects of the Group.
Corporate Governance
The disclosure requirements set out in the Disclosure and Transparency Rules, 
paragraph 7 .2, are included within the Corporate Governance Report on pages 12 
to 14.
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 8 June 2010 at 5:00 p.m. 
The notice of the Annual General Meeting is set out on pages 60 – 62.
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 Asterand plc - Annual Report and Accounts 2009 25
 
Independent Auditors’ Report to the
Members of Asterand plc
We have audited the financial statements of Asterand plc for the year ended 
31 December 2009 which comprise the Consolidated Income Statement, the 
Consolidated Statement of Comprehensive Income, the Consolidated and Company 
Balance Sheets, the Consolidated Statement of Changes in Equity, the Consolidated 
and Company Cash Flow Statements and the related notes. The financial reporting 
framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the European 
Union and, as regards the parent Company financial statements, as applied in 
accordance with the provisions of the Companies Act 2006. 
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on 
page 22, the Directors are responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view. Our responsibility is to 
audit the financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to comply with 
the Auditing Practices Board’s Ethical Standards for Auditors. 
This report, including the opinions, has been prepared for and only for the Company’s 
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 
2006 and for no other purpose. We do not, in giving these opinions, 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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial 
statements sufficient to give reasonable assurance that the financial statements are 
free from material misstatement, whether caused by fraud or error. This includes 
an assessment of: whether the accounting policies are appropriate to the Group’s 
and the parent Company’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting estimates made by 
the Directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion: 
• the financial statements give a true and fair view of the state of the Group’s 
and of the parent Company’s affairs as at 31 December 2009 and of the 
Group’s loss and Group’s and parent Company’s cash flows for the year then 
ended;
• the Group financial statements have been properly prepared in accordance 
with IFRSs as adopted by the European Union; 
• the parent Company financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union and as applied in 
accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the 
requirements of the Companies Act 2006 and, as regards the Group financial 
statements, Article 4 of the lAS Regulation. 
Opinion on other matters prescribed by the 
Companies Act 2006
In our opinion:
• the part of the Directors’ Remuneration Report to be audited has been 
properly prepared in accordance with the Companies Act 2006;
• the information given in the Directors’ Report for the financial year for which the 
financial statements are prepared is consistent with the financial statements; and 
• the information given in the Corporate Governance Statement set out on 
page 13 with respect to internal control and risk management systems and 
about share capital structures is consistent with the financial statements.
Matters on which we are required to report by 
exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion: 
• adequate accounting records have not been kept by the parent Company, 
or returns adequate for our audit have not been received from branches not 
visited by us; or 
• the parent Company financial statements and the part of the Directors’ 
Remuneration Report to be audited are not in agreement with the accounting 
records and returns; or 
• certain disclosures of Directors’ remuneration specified by law are not made; or 
• we have not received all the information and explanations we require for our 
audit; or
• a corporate governance statement has not been prepared by the parent Company. 
Under the Listing Rules we are required to review: 
• the Directors’ statement, set out on page 14, in relation to going concern; and
• the parts of the Corporate Governance Statement relating to the Company’s 
compliance with the nine provisions of the June 2008 Combined Code 
specified for our review.
Steven Tapping (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Cambridge
29 March 2010
Notes:
(a) The maintenance and integrity of the Asterand plc web site is the responsibility of the 
Directors; the work carried out by the auditors does not involve consideration of these matters 
and, accordingly, the auditors accept no responsibility for any changes that may have occurred to 
the financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. Asterand plc - Annual Report and Accounts 2009 26
 
Consolidated Income Statement
 
for the year ended 31 December 2009
Note
2009
£000 
2008
£000
1
Revenue 3 11,957 15,211
Cost of sales (5,123) (6,636)
Gross profit   6,834  8,575
Research and development costs    (305)   (270)
Selling and distribution costs (2,345) (1,837)
General and administrative expenses
– Normal operations (4,243) (3,617)
– Exceptional items (severance, acquisition and litigation costs) 6    (953)   (319)
– Total general and administrative expenses (5,196) (3,936)
Total operating expenses (7 ,846) (6,043)
Gain on insurance recovery 7         –     717
Operating (loss)/profit (1,012)  3,249
Financial income – net 8         3       53
Foreign exchange (charge)/credit    (269)     681
Finance (expense)/income    (266)     734
(Loss)/profit before taxation 5 (1,278)  3,983
Taxation 9 198   (108)
(Loss)/profit for the financial year 23 (1,080)  3,875
(Loss)/profit per 5p ordinary share
Basic 11 (0.96)p  3.53p
Diluted 11 (0.96)p  3.33p
Non-IFRS Measure
 
Earnings before interest, taxes, depreciation and amortisation (“EBITDA”) – and excluding exceptional items and share option related charges for the year ended 
31 December 2009
2009
£000
2008
£000
1
Operating (loss)/profit (1,012) 3,249
Exceptional items (severance, acquisition and litigation costs) 953 319
Gain on insurance recovery – (717)
Share option related charges 54 23
Depreciation and amortisation 218 242
Adjusted EBITDA 213 3,116
1
 Foreign exchange (charges)/credits arising on the retranslation of cash balances and intercompany loans have been reclassified as disclosed in Note 1. Asterand plc - Annual Report and Accounts 2009 27
 
Consolidated Statement of Comprehensive Income
 
for the year ended 31 December 2009  
Note
Group
2009
£000 
Group
2008
£000
(Loss)/profit for the financial year (1,080) 3,875
Other comprehensive income:
Exchange translation difference on consolidation recognised directly in equity 23 (900) 2,076
Other comprehensive (expense)/income for the year net of tax (900) 2,076
Total comprehensive (expense)/income for the year (1,980) 5,951 Asterand plc - Annual Report and Accounts 2009 28
 
Consolidated Balance Sheet
 
as at 31 December 2009
Note
2009
£000
  2008
  £000
Assets
Non-current assets
Intangible assets 12 823 689
Property, plant and equipment 13 475 464
Deferred tax asset 15 709 –
2,007 1,153
Current assets
Biobank inventory 16 5,537 4,459
Trade and other receivables 17 2,289 4,110
Cash and cash equivalents 18 4,172 6,880
 11,998 15,449
Liabilities
Current Liabilities
Trade and other payables 19  (3,067) (4,240)
Income tax payable (248) –
Financial liabilities – current debt 20 (36) (32)
  (3,351) (4,272)
Net current assets 8,647 11,177
Non-current liabilities
Deferred tax liability 15 (229) –
(229) –
Net assets 10,425 12,330
Shareholders’ equity
Ordinary shares 22,23    5,678   5,684
Share premium 22,23  52,921 52,900
Shares to be issued 23 3 20
Reverse acquisition reserve 23 (41,916) (41,916)
Other reserves 23    3,083    3,083
Retained losses 23  (9,344)   (7 ,441)
Total equity 23 10,425  12,330
The financial statements on pages 26 to 59 were approved by the Board of Directors on 29 March 2010 and were signed on its behalf by:
John Stchur, 
Chief Financial Officer Asterand plc - Annual Report and Accounts 2009 29
 
Company Balance Sheet
 
as at 31 December 2009
Note
  2009
  £000
2008
£000
Assets
Non-current assets
Investment in subsidiaries 14 10,149 10,116
Amounts receivable from Group companies 17 2,993 4,542
13,142 14,658
Current assets
Trade and other receivables 17 101 58
Cash and cash equivalents 18 6 42
107 100
Liabilities
Current Liabilities
Trade and other payables 19 (63) (167)
(63) (167)
Net current assets/(liabilities) 44 (67)
Net assets 13,186 14,591
Shareholders’ equity 
Ordinary shares 22,23 5,678  5,684
Share premium 22,23 52,921 52,900
Shares to be issued 23 3 20
Retained losses 23 (45,416) (44,013)
Total equity 23  13,186 14,591
The financial statements on pages 26 to 59 were approved by the Board of Directors on 29 March 2010 and were signed on its behalf by:
John Stchur, 
Chief Financial Officer
Asterand plc 
Registered number: 3355618 Asterand plc - Annual Report and Accounts 2009 30
  
Consolidated Statement of Changes in Equity
 
Note 
Share 
Capital
£’000
Share 
Premium
£’000
Shares to be 
issued
£’000
Reverse 
Acquisition 
Reserves
£’000
Other 
Reserves
£’000
Investment in 
own shares
£’000
Retained 
Loss
£’000
Total Equity
£’000
At 1 January 2008 5,502  52,627  15  (41,916) 3,083  (690) (12,725) 5,896 
Comprehensive income
 Profit for the year – – – – – – 3,875  3,875 
Other comprehensive income
 Exchange translation on consolidation – – – – – – 2,076  2,076 
Total comprehensive income – – – – – – 5,951  5,951 
Transactions with owners
Employee share option schemes
 Value of employees services 23 – – – – – – 23  23 
 Proceeds from shares issued 23 182  273  (15) – – – – 440 
 Shares to be issued 23 – – 20 – – – – 20 
Transaction with owners 182  273  5 – – – 23  483 
At 1 January 2009 5,684  52,900  20  (41,916) 3,083  (690) (6,751) 12,330 
Comprehensive income
 Loss for the year – – – – – – (1,080) (1,080)
Other comprehensive income
 Exchange translation on consolidation – – – – – – (900) (900)
Total comprehensive income – – – – – – (1,980) (1,980)
Transactions with owners
Employee share option schemes
 Value of employees services 23 – – – – – – 54  54 
 Proceeds from shares issued 23 17  21  (20) – – – – 18 
 Shares to be issued 23 – – 3 – – – – 3 
 Re-classification 23 (23) – – – – 23 – –
Transactions with owners (6) 21  (17) – – 23  54  75 
At 31 December 2009 5,678  52,921  3  (41,916) 3,083  (667) (8,677) 10,425 
£23,000 has been reclassified from share capital to investment in own shares to reflect the exercise of share options satisfied by the 2007 EOPT. Asterand plc - Annual Report and Accounts 2009 31
  
Consolidated Cash Flow Statement
 
for the year ended 31 December 2009
Note
2009  
£'000
2008  
£'000
Cash flows from operating activities
(Loss)/profit for the year (1,080) 3,875
Adjustments for:
 Exchange translation differences (787) 1,104
 Finance income 266 (734)
 Tax (credit)/charge (198) 108
 Depreciation of property plant and equipment (net of profit on disposal) 13 196 209
 Amortisation of intangible assets 12 21 17
 Share option compensation charge 54 23
Operating cash flows before movement in working capital (1,528) 4,602
Decrease/(increase) in trade and other receivables 1,847 (568)
Increase in biobank inventories (1,516) (525)
(Decrease)/increase in trade and other payables (1,151) 931
Cash (used)/generated in operations (2,348) 4,440
Interest received 8 33 87
Interest paid 8 (30) (33)
Interest element of finance lease rental payments 8 – (1)
Income taxes paid (130) (90)
Receipt of research and development tax credit 77 12
Net cash (used)/generated in operating activities (2,398) 4,415
Cash flows from investing activities
Purchase of property, plant and equipment 13 (217) (229)
Sale of property, plant and equipment 1 16
Purchase of intangible assets 12 (157) (34)
Net cash used in investing activities (373) (247)
Cash flows from financing activities
Proceeds from issue of ordinary share capital 17 417
Proceeds from ordinary share capital to be issued 3 20
Proceeds from exercise of share options 1 23
Debt and finance lease principal payments 4 (26)
Net cash generated from financing activities 25 434
Net decrease/(increase) in cash and cash equivalents (2,746) 4,602
Exchange gains on cash and cash equivalents 38 79
Cash and cash equivalents at beginning of year 6,880 2,199
Cash and cash equivalents at end of year 18 4,172 6,880 Asterand plc - Annual Report and Accounts 2009 32
  
Company Cash Flow Statement
 
for the year ended 31 December 2009
Note
Company
2009
£000
Company
2008
£000
Cash flows from operating activities
Loss for the year (1,457) (1,095)
Adjustments for:
 Share option compensation charge 21  21 
Operating cash flows before movement in working capital (1,436) (1,074)
(Increase)/decrease in trade and other receivables (43) 64 
Decrease/(increase) in trade and other payables (104) 57 
Cash used in operations (1,583) (953)
Cash flows from investing activities
Increase in loans to subsidiary undertakings 1,526 529
Net cash generated in investing activities 1,526 529
Cash flows from financing activities
Proceeds from issue of ordinary share capital 17 417
Proceeds from ordinary share capital to be issued 3 20
Proceeds from exercise of share options 1 23
Net cash (used)/generated from financing activities 21 460
Net Decrease/(increase) in cash and cash equivalents (36) 36
Cash and cash equivalents at beginning of year 42 6
Cash and cash equivalents at end of year 18 6 42 Asterand plc - Annual Report and Accounts 2009 33
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 under the Companies Act 2006 and listed on the London Stock 
Exchange. The address of its registered office is 2 Orchard Road, Royston, Hertfordshire, SG8 5HD. The registered company number is 3355618.
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%
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 one employee (2008: one).
Asterand	 UK	 Limited – is the UK trading subsidiary. It conducts contract research services and supplies a limited number of tissue samples to clients. Additionally, it has a 
portfolio of proprietary drug development candidates. Asterand UK Limited employs all UK based staff.
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 	T rustees	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 standalone basis.
B asis	of	preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, Standards (IAS) and IFRIC 
interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and therefore comply with Article 4 of the IAS Regulations.
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.
Adoption	of	new	accounting	standards
The following standards, amendments and interpretations, which are relevant to the Group, have been issued by the International Accounting Standards Board (‘IASB’) and 
became effective during 2009:
IFRS 7 (amendment), ‘Financial Instruments: Disclosures’
IFRS 7 ‘Financial instruments – Disclosures’ (amendment) (effective 1 January 2009) The amendment requires enhanced disclosures about fair value measurement and liquidity 
risk. Asterand plc - Annual Report and Accounts 2009 34
 
IFRS 8, ‘Operating segments’
IFRS 8, ‘Operating segments’. IFRS 8 replaces IAS 14, ‘Segment reporting’. It requires a ‘management approach’ under which segment information is presented on the same 
basis as that used for internal reporting purposes. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. See segmental reporting accounting policy on page 36 for details of how this standard impacts the Group.
IFRS 2 (amendment), ‘Share-based payment’
IFRS 2 (amendment), ‘Share-based payment’ (effective 1 January 2009) deals with vesting conditions and cancellations. It clarifies that vesting conditions are service conditions 
and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value 
for transactions with emloyees and others providing similar services; they would not impact the number of awards expected to vest or valuation there of subsequent to grant 
date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The group and company has adopted IFRS 2 (amendment) 
from 1 January 2009.  The impact on prior years is immaterial, consequently no restatement of comparative information has been made.
IAS 1 (revised), ‘Presentations of financial statements’
IAS 1 (revised), ‘Presentation of financial statements’. The revised standard prohibits the presentation of items of income and expenses (that is ‘non-owner changes in equity’) 
in the statement of changes in equity, requiring ‘non-owner changes in equity’ to be presented separately from owner changes in equity. All ‘non-owner changes in equity’ 
are required to be shown in a performance statement. The Group has elected to present two statements: an income statement and a statement of comprehensive income.
The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2009, but are not 
currently relevant for the Group:
IAS 32 and IAS 1 (amendments) ‘Puttable financial instruments and obligations arising on liquidation’
IAS 23 (revised) ‘Borrowing costs’
IFRIC 15 ‘Agreements for construction of real estates’
IFRIC 14 and IAS 19 ‘The limit on a defined benefit asset, minimum funding requirements and their interaction’
During the year the Group has adopted IFRS 8 ‘Operating Segments.’ IFRS 8 requires an entity to report financial and descriptive information about its reportable segments. 
Reportable segments are operating segments or aggregations of operating segments that meet specified criteria.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has 
been identified as the Chief Executive Officer (CEO).
Future	announcements
The following standards, interpretation and amendments have been issued but which are not yet effective, and are relevant to the Group’s operations:
ISA 32 (amendment), ‘Financial Instruments: Presentation’
IFRS 3 (revised), ‘Business combinations’
IFRS 9, ‘Financial instruments: Classification and measurement’
IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’
The folllowing standards, interpretations and amendments have been issued but which are not yet effective, and are not relevant to the Group’s operations:
IFRS 1 (amendment), ‘First time adoption of International Financial Reporting Standards’
IAS 39 (amendment), ‘Financial Instruments: Recognition and measurement’
IAS 27 (revised), ‘Consolidated and separate financial statements’
IAS 24, ‘Related party disclosures’ (amendment)
IFRIC 18, ‘Transfer of assets from customers’
IFRIC 17 , ‘Distributions of non-cash assets to owners’
IFRIC 12, ‘Service concession arrangements’ Asterand plc - Annual Report and Accounts 2009 35
 
B asis	of	accounting
The financial statements are prepared in accordance with the historical cost convention, except in respect of the fair valuation of certain financial instruments, and have been 
prepared on a basis consistent with the IFRS accounting policies as set out below.
A change to US dollar presentation currency for the Company and the Group was scheduled to begin 1 January 2009 but has been delayed until 1 January 2010.
The Directors have reviewed the classification of certain items within the income statement and believe, in order to aid transparency, it is more appropriate to classify foreign 
exchange charges/(credits) differently to prior periods. These foreign exchange charges/(credits) arise on retranslation of cash balances and intercompany loans and have 
previously been included withing general administrative expenses, but after this review, have now been reclassified within finance income/(expense). The impact is to reduce 
general and administrative expenses by £269,000 (2008: an increase of £681,000).
B asis	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 sheets are translated at the rates ruling 
at the 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.
(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).
(d) Licences and certification costs
Costs incurred in obtaining licenses and certification marks are capitalised only if they meet the recognition criteria set out in IAS 38 ‘Intangible Assets’. If these recognition 
criteria are met, the costs are capitalised as an intangible asset and amortised on a straight-line basis over the useful economic life of the asset, not exceeding 20 years, from 
the time it is available for use.
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 balance sheet date;
(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 ev enue	recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown 
net of value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow through to the entity and when 
specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies 
relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the 
specifics of each arrangement. Asterand plc - Annual Report and Accounts 2009 36
 
(a) Services
Amounts received or receivable for services provided under research and development contracts are recognised as revenue when earned as defined within their contracts. 
Amounts received or receivable in respect of milestone payments under contracts and agreements are recognised as revenue when the specific conditions in the contract have 
been satisfied. Revenue is recognised on long-term contracts using the percentage of completion method.
(b) Tissue
Tissue sales are recognised at the point of shipment of materials and clinical data to the customer in compliance with contractual arrangements.
(c) License fees
License fees for the provision of data sets are recognised when the Group has discharged all 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.
Go v ernment	grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached 
conditions. Government grants relating to costs are deferred and recognised in the income statement over the period to match them with the costs that they are intended to 
compensate.
S egmental	reporting
The Group operates as two business segments: Tissue Based Solutions and Licensing. All revenue and costs are recorded in the profit and loss account under these segments.
The Group operates across four geographical segments. The UK is the home country of the legal parent.
During the year the Group has adopted IFRS 8 ‘Operating Segments’. IFRS 8 requires an entity to report financial and descriptive information about its reportable segments. 
Reportable segments are operating segments or aggregations of operating segments that meet specified criteria.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has 
been identified as the Chief Executive Officer (CEO).
The CEO assesses the performance of the operating segments by reviewing revenue, adjusted EBITDA and gross margins by segment. Adjusted EBITDA excludes the effects 
of restructuring costs, share option compensation charges, depreciation and amortisation, from the operating segments. Interest income and expenditure are not included in 
the results for the operating segments that are reviewed by the CEO.
R esearch	and	dev elopment
Research and development expenditure is currently written off to the Income Statement as it is incurred. The Group does not currently have any internal development costs 
that qualify for capitalisation as intangible assets under IAS 38 – ‘Intangible Assets’.
Operating	leases
Costs in respect of operating leases are charged on a straight-line basis over the lease term. Benefits, such as rent-free periods, received and receivable as incentives to take 
on operating leases are spread on a straight-line basis over the lease term, or, if shorter than the full lease term, over the period to the review date on which the rent is first 
expected to be adjusted to the prevailing market rent.
R etirement	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 Asterand plc - Annual Report and Accounts 2009 37
 
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.
Inv entory
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.
T rade	and	other	receiv ables
Trade receivables do not carry interest and are stated at their initial value reduced by appropriate allowances for estimated irrecoverable amounts. A provision for impairment 
of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the business.
Cash	and	cash	equiv alents
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.
T rade	and	other	pay ables
Trade payables on normal terms are not interest bearing and are stated at their nominal value.
Pro visions
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 if the likelihood of an outflow with respect to any one item included in the same class of obligations is small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments 
of the time value of money and the risks specific to the obligations. The increase in the provision due to passage of time is recognised as interest expense.
Current	and	deferred	taxation
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company’s 
subsidiaries operate and generate taxable income.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in 
the consolidated financial statements in accordance with IAS 12 ‘Income taxes’. Deferred tax assets are recognised to the extent that it is probable that they are recoverable. 
Deferred tax assets and liabilities are not discounted.
Share	capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the 
proceeds. Shares in the Company held by employee trusts are funded by loans from the Company. These shares are presented as a deduction from equity at cost.
Share	options
The Group operates equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of the options is recognised as 
an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market 
vesting conditions (for example, profitability and sales growth targets). Non-market based vesting conditions are included in assumptions about the number of options that are to 
become exercisable. At each balance sheet date, the Group revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the 
revision of original estimates, if any, in the profit and loss account, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any 
directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. In accordance with the exemption available 
under IFRS 1 the Group has adopted the exemption to recognise no share option charges for options granted before 7 November 2002 or which had vested by 1 January 2006. Asterand plc - Annual Report and Accounts 2009 38
 
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 2009, if sterling had weakened/strengthened by 5% against the US dollar with all other variables held constant, post-tax loss for the Group and post-tax loss for 
the Company for the year would have been £581,000 and £44,000 respectively (2008: £360,000 and £55,000 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 2009 than 2008 because of the increase in US dollar-denominated cash balances. There is no risk associated with foreign exchange movements for the Company.
Interest	 rate	risk
The Group finances its operations predominantly through cash and liquid resources generated through operating activities, from the issuance of equity shares, through financial 
liabilities and through an overdraft facility. It is the Group’s policy to invest surplus cash on deposit or in money market funds managed by professional money managers. 
The performance of the investments is reviewed by management on a regular basis to ensure that competitive rates of return are being achieved, subject to the Board’s 
requirement relating to the accessibility of funds and standing of financial institutions used. Management reviews regularly the financing facilities available to the Group to 
ensure competitive rates of interest are being obtained.
Liquidity 	risk
The Board monitors the level of cash and liquid resources on a regular basis, and management monitors the level on a daily basis, to ensure that the Group has sufficient liquid 
funds to enable it to meet its commitments as they fall due. This is achieved through the production and review of cash forecasts, including sensitivity analyses. The majority 
of the Group’s cash balances are invested in managed funds or invested in bank deposits within the parameters set by the Board.
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 assumptions 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 value in use calculation using 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 2009 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 15% annual growth in revenue based on management forecasts and a 10% discount rate based on 
recent investor reports. This has been compared to the carrying value of goodwill and accordingly the Directors have concluded that there is no impairment to goodwill. As an 
added sensitivity, if the estimated discount rate applied to the discounted cash flows had been 50% higher or 18.8%, there would still have been no impairment of goodwill as 
the net present value of future cash flows would still have been higher than the carrying value of goodwill.
The preparation of these estimates is subject to significant judgement. Positive cash flows forecast in these calculations are not certain. If these projections were prepared on 
the basis that the history of losses were continued for the projection period no positive cash flow would arise and the discounted cash flow valuation would be nil or negative. 
Consequently, a change in the basis of preparation would affect cash flows and if significant could lead to a conclusion to impair goodwill. Asterand plc - Annual Report and Accounts 2009 39
 
Fair	 v alues 	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 2009, due to their short maturity. Fair 
values have been calculated by discounting cash flows at prevailing interest rates.
In accordance with IAS 39, 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 are no outstanding derivative financial instruments at the year end (2008: none).
3.	 S egmental 	reporting
As discussed in Note 1 the Directors are of the opinion that under IFRS 8 ‘Operating Segments’, the Group has two business segments: Tissue Based Solutions and Licensing. 
All revenue and costs are recorded in the income statement under these two segments.
The segment information for the year ended 31 December 2009 is as follows:
Group 2009
Tissue Based 
Solutions 
£’000
Licensing
£’000
Total
£’000
Revenue from external customers 11,957 – 11,957
Adjusted EBITDA 498 (285) 213
Gross Margin 60% – 57%
Depreciation and amortisation 218 – 218
Exceptional expenses 953 – 953
Total assets 13,296 – 13,296
Additions to non-current assets 374 – 374
The segment information for the year ended 31 December 2008 is as follows:
Group 2008
Tissue Based 
Solutions 
£’000
Licensing
£’000
Total
£’000
Revenue from external customers 11,772 3,439 15,211
Adjusted EBITDA 1,008 2,108 3,116
Gross Margin 55% 61% 56%
Depreciation and amortisation 242 – 242
Exceptional expenses 319 – 319
Gain on insurance recovery (717) – (717)
Total assets 16,602 – 16,602
Additions to non-current assets 263 – 263
A reconciliation of adjusted EBITDA to profit before tax is provided as follows:
2009
£’000
2008
£’000
Adjusted EBITDA for total segments 21 3 3,116
Depreciation and amortisation (218) (242)
Exceptional expenses (953) (319)
Gain on insurance recovery – 717
Share option related charges (54) (23)
Finance (expense)/income (266) 734
(Loss)/profit before tax (1 ,278) 3,983 Asterand plc - Annual Report and Accounts 2009 40
 
Reportable segments’ assets are reconciled to total assets as follows:
	 2009
£’000
 2008
£’000
Segment assets 13 ,296 16,602
Unallocated:
Deferred tax asset 709 –
T otal	assets 14 ,005 16,602
Revenues of approximately £2.4 million (2008: £2.6 million) are derived from a single customer. These revenues are attributable to the Tissue Based Solutions segment.
The licensing revenue for the year ended 31 December 2009 is £nil (2008: £3.4 million). The Group continues to invest in this segment.
The Group operates across four geographical segments. The UK is the home country of the legal parent.
Revenue (by destination) Revenue (by origin) Net Assets Capital Expenditure
2009 	
£’000
2008 
£’000
2009 	
£’000
2008 
£’000
2009 	
£’000
2008 
£’000
2009 	
£’000
2008 
£’000
United Kingdom 463 951 2,597 5,409 1,0 59 2,825 256 41
Rest of Europe 2,241 1,368 – – – – – –
North America 8, 757 12,627 9,360 9,802 9, 366 9,505 118 222
Japan 496 265 – – – – – –
11 ,957 15,211 11 ,957 15,211 10 , 425 12,330 374 263
4.	 Emplo y ee	information
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
2009	 	
Number
2008  
Number
By	activity
Research and development – 1
Sales and marketing 16 15
Technical 51 53
Administration 22 21
89 90
The average monthly number of persons (including Executive Directors) employed by the Company during the year was one (2008: one).
Staff costs for the above persons during the year were:
Group
2009
£’000
Group
2008
£’000
Company
2009
£’000
Company
2008
£’000
Wages and salaries 4,981 5,598 567 328
Social security costs 398 473 23 41
Pension contributions 230 206 29 17
Share based payments 54 23 21 21
5,663 6,300 640 407
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 £230,000 (2008: £206,000). Outstanding pension obligations at the year end were £16,000 (2008: £20,000).
Fees paid to the Non-Executive Directors are included in the wages and salaries costs of the Company. Asterand plc - Annual Report and Accounts 2009 41
 
K ey	management	compensation
The Directors are of the opinion that key management personnel are comprised of the Board of Directors. These persons have the authority and responsibility for planning, 
directing and controlling the activities of the Group.
2009
£’000
2008
£’000
Salaries and short-term employee benefits 624 718
Pension contributions 34 20
Share based payments 21 21
679 759
At 31 December 2009 two (2008: one) key management personnel had retirement benefits accruing under a defined contribution scheme as a result of their services to 
the Group.
5.	 Profit/(loss)	before	taxation
2009
£’000
2008
£’000
The following items have been charged/(credited) in arriving at profit/(loss) before taxation:
Depreciation of property, plant and equipment
– owned assets 197 225
– assets held under finance lease – 2
Amortisation of intangible assets 21 17
Other operating lease rentals payable
– property 289 244
Repairs and maintenance expenditure on property, plant and equipment 95 82
Research and development expenditure 305 270
Trade receivables impairment 15 44
Foreign exchange differences 269 (681)
S ervices	pro vided	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.
2009
£’000
2008
£’000
Auditors’ remuneration
Audit services
– Fees payable to Company auditor for the audit of Company and consolidated accounts 41 40
Non-audit services
Fees payable to the Company’s auditor and its associates for other services:
– The audit of Company’s subsidiaries pursuant to legislation 26 26
– Other services pursuant to legislation 150 20
– Tax services 18 15
Other services pursuant to legislation includes £130,000 (2008: £nil) relating to the acquisition of BioSeek, Inc. Asterand plc - Annual Report and Accounts 2009 42
 
6.	 Ex ceptional	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
2009
£’000
Group
2008
£’000
Professional fees in relation to acquisition and litigation 953 –
Severance costs – 319
953 319
Exceptional legal and professional expenses of £953,000 were incurred during the year; these related to the acquisition of BioSeek, Inc, the litigation to secure access to key 
procurement sites in Asia and Group transfer pricing tax advisory fees.
The severance costs recognised in 2008 are as a result of the restructuring of the services activity in December 2008.
7 .	 Gain	on	insurance	reco v ery
Following the failure of a freezer in 2008, agreement was reached on the resulting insurance claims. The total insurance settlement was £880,000.
The insurance policy was on a replacement cost basis and gave rise to an exceptional gain of £717 ,000 in 2008.
The exceptional gain comprised the following:
Group
2009
£’000
Group
2008
£’000
Insurance proceeds – 880
Book value of tissue – (161)
Net book value of freezer – (2)
– 717
8.	 Financial	income	–	net
2009
£’000
2008
£’000
Interest income
– Interest on short term bank deposits 33 87
Interest payable and similar charges
– Finance lease interest payable – (1)
– Bank and credit card interest payable (30) (33)
Financial income – net 3 53 Asterand plc - Annual Report and Accounts 2009 43
 
9.	 Income	tax	expense
Analysis of credits/(charges) for the year
2009
£’000
2008
£’000
Current tax
– US current tax on profits for the year (377) (93)
– US adjustments in respect of prior years 18 (15)
– UK adjustments in respect of prior years 77 –
T otal	current	tax (282) (108)
Deferred tax (see below):
Origination and reversal of temporary differences 480 –
T otal	deferred	tax 480 –
Income	tax	 credit / ( charge ) 	f or	the	period 198 (108)
The tax credit for the year is different from the standard rate of corporation tax. The differences are explained below.
2009
£’000
2008
£’000
(Loss)/profit on ordinary activities before tax (1 , 278 ) 3,983
Profit/(loss) before tax multiplied by the effective tax rate of 28% (2008: 28.5%) (3 58 ) 1,135
Effects of:
Expenses not deductible for tax 323 190
Differences between depreciation and capital allowance 1 (1)
Other short term timing differences (72) (95)
Tax loss (utilised)/carried forward (subject to government body approval) 57 (1,024)
Adjustments to tax in respect of prior periods 95 (15)
Difference in average tax rates in overseas countries 152 (298)
Total tax credit/(charge) for the period 198 (108)
10.	 Profits	of	holding	Company
As permitted by section 408 of the Companies Act 2006, the parent Company’s income statement has not been included in these financial statements.
The parent Company’s results for the financial year was a loss of £1,457 ,000 (2008: loss of £1,095,000). Asterand plc - Annual Report and Accounts 2009 44
 
11.	 (Loss)/profit	per	share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of 5p ordinary shares in issue during 
the period.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. These 
represent share options granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year ended 
31 December 2009.
Since 31 December 2009, 35,690 5p ordinary shares have been issued (2008: 254,724).
2009 2008
(Loss)/profit attributable to ordinary shareholders (£’000s) 	 ( 1, 080 ) 3,875
Weighted average number of shares (000’s) 	 112 ,847 109,929
B asic	(loss)/earnings	per	ordinary	share 	 ( 0.96 )p 3.53p
2009 2008
(Loss)/profit attributable to ordinary shareholders (£’000s) 	 (1 , 080 ) 3,875
Weighted average number of shares (000’s) 	 112 ,84 7 109,929
Adjustments for:
Share options 	 – 6,546
Weighted average number of shares (000’s) 	 112 ,847 116,475
Diluted	(loss)/earnings	per	ordinary	share 	 ( 0.96 )p 3.33p
In the year ended 31 December 2009, the Group had no dilutive potential Ordinary Shares in issue because it made a loss for the year.
12.	 Intangible	assets
Group	2009
Licences and 
certification cost
£’000
Computer
software
£’000
Goodwill
£’000
Total
£’000
Cost
At 1 January 2009 – 109 611 720
Additions 145 12 – 157
Disposals – – – –
Exchange differences – (2) – (2)
At	31	December	2009 145 119 611 875
Amortisation
At 1 January 2009 – 31 – 31
Charge for year – 21 – 21
Disposals – – – –
Exchange differences – – – –
At	31	December	2009 – 52 – 52
Net	book	v alue	at	31	December	2009 145 67 611 823 Asterand plc - Annual Report and Accounts 2009 45
 
Group 	2008
Computer
software
£’000
Goodwill
£’000
Total
£’000
Cost
At 1 January 2008 75 611 686
Additions 34 – 34
At	31	December 	2008 109 611 720
 
Amortisation
At 1 January 2008 14 – 14
Charge for year 17 – 17
At	31	December 	2008 31 – 31
	
Net	B ook	V alue	at	31	December	2008 78 611 689
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. Further details are 
available in Note 2 on pages 38-39.
The amortisation charge for the year of £21,000 (2008: £17 ,000) has been charged to general and administrative expenses (normal operations).
The Company owns no intangible assets.
13.	 Property ,	plant	and	equipment
Group 	2009
Leasehold 
improvements
£’000
Plant and 
machinery
£’000
Total
£’000
Cost
At 1 January 2009 418 2,136 2,554
Additions – 217 217
Disposals – (11) (11)
Exchange differences – (146) (146)
At	31	December 	2009 418 2,196 2,614
 
Depreciation
At 1 January 2009 253 1,837 2,090
Charge for year 35 162 197
Disposals – (11) (11)
Exchange differences – (137) (137)
At	31	December 	2009 288 1,851 2,139
	
Net	book 	v alue	at	 31 	December	2009 130 345 475 Asterand plc - Annual Report and Accounts 2009 46
 
Group	2008
Leasehold 
improvements
£’000
Plant and 
machinery
£’000
Total
£’000
Cost
At 1 January 2008 414 1,576 1,990
Additions 4 225 229
Disposals – (15) (15)
Exchange differences – 350 350
At	31	December	2008 418 2,136 2,554
 
Depreciation
At 1 January 2008 243 1,285 1,528
Charge for year 10 215 225
Disposals – (13) (13)
Exchange differences – 350 350
At	31	December	2008 253 1,837 2,090
	
Net	book	v alue	at	31	December	2008 165 299 464
The Company owns no property, plant and equipment.
14.	 Details	of	principal	subsidiaries
Fix ed	asset	inv estments
Company
2009
£’000
Company
2008
£’000
Shares	in	Group	undertakings
As at 1 January 10 ,116 10,114
Capital (reduction)/increase in respect of share based payments 33 2
As	at	31	December 10 , 149 10,116
The capital contribution relates to the share option compensation charge in respect of share options granted by the Company to employees of Asterand UK Limited and 
Asterand, Inc.
Details of subsidiary undertakings are as follows:
Name of undertaking Country of incorporation Description of shares held
Proportion of nominal value of issued 
shares and voting 
rights held by the Group
Asterand UK Limited England and Wales ordinary shares 100%
Asterand, Inc. US 1 cent, common stock 100%
The principal business activity of Asterand UK Limited is the use of human biological information in drug discovery and development. Asterand, Inc.’s principal activity is the 
collection and supply of human tissue samples to pharmaceutical and biotechnology companies.
Asterand UK Limited owns 100% of the issued share capital of the following company:
Name of undertaking Country of incorporation Description of shares held Principal Activities
Pharmagene Laboratories Trustees Limited England and Wales £1 ordinary shares Trustees of the employee share 
ownership plan
All of the above subsidiaries are included in the consolidated accounts. Asterand plc - Annual Report and Accounts 2009 47
 
15.	 Deferred 	income 	tax
The analysis of deferred tax assets and deferred tax liabilities is as follows:
2009
£’000
2008
£’000
Deferred tax assets:
– US deferred tax asset to be recovered after more than 12 months 709 –
– US deferred tax asset to be recovered within 12 months – –
709 –
Deferred tax liabilities:
– US deferred tax liability to be recovered after more than 12 months – –
– US deferred tax liability to be recovered within 12 months (229) –
T otal 	 deferred	tax (229) –
Deferred	tax	 assets	 (net) 480 –
The gross movement on the deferred income tax account is as follows:
2009
£’000
2008
£’000
At 1 January – –
US Income statement charge (note 9) 480 –
At	31	December 480 –
The movement in deferred income tax assets and liabilities during the year is as follows:
Deferred tax assets
Inventory 
reserve
£’000
Provision for 
impairment of 
receviables
£’000
Total
£’000
At 1 January 2008 – – –
Charged/(credited) to the income statement – – –
A t 	31	December 	 2008 – – –
Charged/(credited) to the income statement 707 2 709
A t 	31	December 	 2009 707 2 709
Deferred tax liabilities
Insurance 
Proceeds
£’000
Deferred 
revenue
£’000
Total
£’000
At 1 January 2008 – – –
Charged/(credited) to the income statement – – –
A t 	31	December 	 2008 – – –
Charged/(credited) to the income statement (174) (55) (229)
A t 	31	December 	 2009 (174) (55) (229)
No current tax liability arises on the UK results for each year due to losses incurred. At 31 December 2009, there were tax losses available for carry forward in excess of 
£37 .7 million (2008: £36.9 million) subject to approval by HM Revenue and Customs. A potential deferred tax asset of up to £9.6 million (2008: £9.4 million) based on losses 
available for carry forward at the full Corporation rate (28% effective 1 April 2008) has not been recognised because it is not probable that these assets will be recovered in 
the forseeable future. Asterand plc - Annual Report and Accounts 2009 48
 
16.	 Biobank	Inv entory
Group
2009
£’000
Group
2008
£’000
Raw materials 1,214 666
Finished goods 4,323 3,793
5,537 4,459
The cost of inventories recognised as expense and included in cost of sales in 2009 amounted to £2,289,296 (2008: £2,414,418).
The 2009 inventory valuation increased by £1,078,000 compared to 2008 (2008: £1,638,000); this includes a foreign exchange loss of £438,000 (2008: £1,070,000 foreign 
exchange gain).
In 2008, inventory of £161,000 was written off due to the failure of the freezer, as described in Note 7 – ‘Gain on insurance recovery’.
17 .	 T rade 	and	other	receiv ables	–	amounts	falling	due 	within	one	 y ear
Group
2009
£’000
Group
2008
£’000
Company
2009
£’000
Company
2008
£’000
Trade receivables 1, 760 3,144 – –
Less: provision for impairment of receivables (6) (51) – –
Trade receivables – net 1, 754 3,093 – –
Other receivables 101 58 101 58
Prepayments and accrued income 434 959 – –
 
Current	portion 2,289 4,110 101 58
Non-current portion: loans to subsidiaries – – 49 , 235 50,784
Less: provision against receivables from subsidiaries – – (46 ,242)	 (46,242)
Non‑current	 portion – – 2,993 4,542
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 £49.2 million (2008: £50.8 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.
As of 31 December 2009, the Company’s other receivables of £101,000 (2008: £58,000) were fully performing.
All non-current receivables are due within five years from the balance sheet date.
As of 31 December 2009, trade receivables of £1,033,000 (2008: £2,239,000) were fully performing. Asterand plc - Annual Report and Accounts 2009 49
 
As of 31 December 2009, trade receivables of £721,000 (2008: £854,000) were past due but not impaired. The ageing analysis of these trade receivables is as follows:
2009
£’000
2008
£’000
Up to 3 months 519 639
3 to 6 months 96 107
Over 6 months 106 108
721 854
As of 31 December 2009, trade receivables of £6,000 (2008: £51,000) were impaired and provided for in full. These were all past due by more than six months.
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
Group
2009
£’000
Group
2008
£’000
Sterling 347 586
US dollars 1,833 3,457
Other currencies 109 67
2,289 4,110
The carrying amounts of the Company’s receivables are denominated in the following currencies:
Company
2009
£’000
Company
2008
£’000
Sterling 3,094 4,600
Movements on the Group provision for impairment of trade receivables are as follows:
Group
2009
£’000
Group
2008
£’000
At 1 January (51)	 (38)
Provision for receivables impairment (15) (44)
Exchange differences – (7)
Receivables written off during the year as uncollectible – –
Unused amounts reversed 60 38
At 31 December (6) (51)
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. Asterand plc - Annual Report and Accounts 2009 50
 
18.	 Cash	and	cash	equiv alents
Group
2009
£’000
Group
2008
£’000
Company
2009
£’000
Company
2008
£’000
Cash at bank and in hand 4,172 6,880 6 42
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 
0.1% and 1.75% was earned during the period.
The weighted average interest rate of fixed rate deposits at 31 December 2009 was 1.03% (2008: 3.02%) and the weighted average period to maturity was 1 day 
(2008: 8 days).
19.	 T rade	and	other	pay ables
Group
2009
£’000
Group
2008
£’000
Company
2009
£’000
Company
2008
£’000
Trade payables 611 712 – –
Other taxation and social security payable 39 75 – –
Other payables 94 34 – –
Accruals 1, 619 2,675 63 167
Deferred income 704 744 – –
3, 067 4,240 63 167
The following tables show the maturity profile of the Group’s financial liabilities:
2009
Within one year
£’000
One year to five 
years
£’000
After five years
£’000
Trade and other payables 744 – –
Other financial liabilities 36 – –
2008
Within one year
£’000
One year to five 
years
£’000
After five years
£’000
Trade and other payables 821 – –
Other financial liabilities 32 – –
The Group has the following undrawn borrowing facilities held at Silicon Valley Bank totalling $5 million (£3.1 million converted into pound sterling at 31 December 2009):
2009
£’000
2008
£’000
Floating rate:
– Expiring within one year – 2,000
– Expiring beyond one year 3,140 –
Fixed rate: – –
– Expiring within one year – –
The facilities expiring beyond one year are subject to review at various dates during 2010. Asterand plc - Annual Report and Accounts 2009 51
 
20.	 Financial	liabilities	–	current	debt
Group
2009
£’000
Group
2008
£’000
Current portion of debt 36 32
Total debt 36 32
The Group has no long term debt.
The Group has an undrawn borrowing facility at Silicon Valley Bank totalling £3.1 million. Substantially all assets of the Group are pledged as collateral under this facility.
The Company has no long-term debt.
21.	 Financial	instruments
The financial risks faced by the Group include interest rate risk, currency risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks. 
The Group’s main objective in using financial instruments is to obtain an acceptable return from funds held on deposit. The Group’s policy is to raise cash in advance of when 
it is required using whatever financial instruments can be negotiated with the providers of finance at that time. This policy is, however, dependent on particular prevailing 
stock market conditions and the ability of the Group to obtain leasing and borrowing facilities on acceptable terms. The Group finances certain capital assets through the use 
of finance leases. Due to the nature of the Group’s activities, the Directors do not consider it necessary to use derivative financial instruments to hedge the Group’s exposures 
to fluctuations in interest rates, as these exposures are not considered significant. The Group uses forward foreign exchange contracts and foreign bank accounts to hedge 
against foreign currency exposures when considered appropriate.
The Group does not expose itself to substantial credit risk exposure on its cash resources. It places deposits only with “AA” and “AAA” rated banking institutions and 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 18.
Currency	profile 	of	financial 	assets	and	liabilities
The currency profile of the financial assets and liabilities of the Group at 31 December 2009 is as follows:
Sterling
£’000
US dollar
£’000
Other
currencies
£’000
Total
£’000
At 	31	December	2009
Financial	assets
Cash and cash equivalents 461 3,711 – 4,172
Receivables 347 1,833 109 2,289
808 5,544 109 6,461
Financial	Liabilities
Current debt – (36) – (36)
– (36) – (36)
At 	31	December	2008
Financial assets
Cash and cash equivalents 446 6,434 – 6,880
Receivables 586 3,457 67 4,110
1,032 9,891 67 10 ,990
Financial	Liabilities
Current debt – (32) – (32)
– (32) – (32) Asterand plc - Annual Report and Accounts 2009 52
 
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 ability to service debt on the basis of the quick ratio. This ratio is calculated as quick assets divided by current liabilities. Quick assets are 
calculated as cash plus accounts receivable as shown in the consolidated balance sheet. Current liabilities are as shown in the consolidated balance sheet less deferred revenue.
During 2009, the Group’s strategy, which was unchanged from 2008, 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 2009 and 2008 were as follows:
Group
2009
£’000
Group
2008
£’000
Cash 4,172 6,880
Accounts Receivable 2,289 4,110
Quick Assets 6,461 10,990
Current Liabilities 3,067 4,240
Less deferred revenue (704) (744)
Total 2,363 3,496
Quick Ratio 2. 7:1 3.1:1
The decrease in the quick ratio during 2009 (2008: increase) resulted primarily from the decrease in cash balances (note 18) through investment in the biobank inventory.
22.	 Called	up 	 share	 capital	and	share	premium
Called 	up 	 share	capital	 	
Group 	&	Company
2009
Number
2009
£’000
2008
Number
2008
£’000
Authorised
150,000,000 (2007: 150,000,000) ordinary shares of 5p each 150,000 ,000 7 ,500 150,000,000 7 ,500
Allot ted,	called 	up	 and	fully	paid
At 1 January 113,686 ,216 5,684 110,035,250 5,502
Allotted under share option schemes 342 ,998 17 850,966 42
Chrysalis Ventures II, L.P. shares issued – – 2,700,000 135
Other ordinary shares issued – –	 100,000 5
Other ordinary shares re-classification (469 ,684) (23) 	 – –
At 31 December 113,559 ,530 5,678 113,686,216 5,684
During the year, the Company issued a total of 342,998 (2008: 3,650,996) ordinary shares of 5p nominal value. Of these, 342,998 (2008: 381,284) shares were issued under 
the Share Incentive Plan (the “SIP”). 2008 included 2,700,000 shares that were issued to Chrysalis Ventures II, L.P.
The 469,684 reduction in ordinary shares of 5p is to re-classify the Company share options exercised that were satisfied using existing shares under the ESOP scheme 
(Employee Share Ownership Plan shares of 5p each held by The Pharmagene plc Employment Benefit Trust).
Share	 premium	account	
Group 	&	Company £’000
At 1 January 2008 52,627
Premium on shares issued during the year under the share option schemes 3
Premium on Chrysalis Ventures II, L.P. shares issued 270
At	31	December 	2008 52 ,900
Premium on shares issued during the year under the share option schemes 21
At	31	December 	2009 52 ,921 Asterand plc - Annual Report and Accounts 2009 53
 
23.	 	Mo v ements	in	equity
Group
Share
Capital
£’000
Share
Premium
£’000
Shares
to be
issued
£’000
Reverse 
Acquisition
Reserves
£’000
Other
Reserves
£’000
Investment
in own
shares
£’000
Retained
Loss
£’000
Total
Equity
£’000
At	31	December	2007 5,502 52,627 15 (41, 916) 3,083 (690) (12, 725) 5,896
New shares issued during the year 182 273 (15) – – – – 440
Shares to be issued – – 20 – – – – 20 
Profit for the financial year – – – – – – 3,875 3,875 
Share option compensation – – – – – – 23 23
Exchange translation differences – – – – – – 2,076 2,076
At	31	December	2008 5,684 52,900 20 (41, 916) 3,083 (690) (6, 751) 12,330
New shares issued during the year 17 21 (20) – – – – 18
Shares to be issued – – 3 – – – – 3
Other ordinary shares re-classification (23) – – – – 23 – –
Loss for the financial year – – – – – – (1,080) (1,080)
Share option compensation – – – – – – 54 54
Exchange translation differences – – – – – – (900) (900)
At	31	December	2009 5,678 52,921 3 (41, 916) 3,083 ( 667 ) (8, 6 77 ) 10, 425
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 532,313 shares of 
5p each held by The Pharmagene plc Employment Benefit Trust (‘PEBT’).
In 2007 , the ESOP and PEBT were discontinued and the shares were transferred to the 2007 Employee Ownership Plan Trust (‘2007 EOPT’) for the satisfaction of share 
obligations under all option plans.
The costs of funding and administering the 2007 EOPT are charged to the income statement of the Group in the period to which they relate.
£23,000 has been reclassified from share capital to investment in own shares to reflect the exercise of share options satisfied by the 2007 EOPT.
At 31 December 2009, the shares owned by the 2007 EOPT had a market value of £129,788 (2008: £167 ,152).
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
Share
Capital
£’000
Share
Premium
£’000
Shares to
be issued
£’000
Retained
Loss
£’000
Total
Equity
£’000
At	31	December	2007 5,502 52 ,627 15 (42 ,941) 15 ,203
Proceeds from new shares issued during the year 182 273 (15) – 440
Shares to be issued – – 20 – 20
Loss for the financial year – – – (1,095) (1,095)
Share option compensation – – – 21 21
Capital contribution in respect of share based payments – – – 2 2
At	31	December	2008 5,684 52 ,900 20 (44 ,013) 14 ,591
Proceeds from new shares issued during the year 17 21 (20) – 18
Shares to be issued – – 3 – 3
Other ordinary shares re-classification (23) – – – (23)
Loss for the financial year – – – (1,457) (1,457)
Share option compensation – – – 21 21
Capital contribution in respect of share based payments – – – 33 33
At	31	December	2009 5,678 52 ,921 3 (45 , 41 6 ) 13 , 186 Asterand plc - Annual Report and Accounts 2009 54
 
24.	 Share	option	schemes
All Executive Directors and employees are eligible for grants of share options based on a proportion of salary. In order to promote sustained performance, Asterand’s 
remuneration committee gives consideration annually to the grant of share options.
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 2009 no options over Asterand, Inc. shares were exercised.
The Long Term Incentive Plan was introduced in May 2007 (the “2007 LTIP”). Under the 2007 LTIP, selected individuals may receive awards structured either as a conditional 
right to receive shares or as nil cost options. Awards granted in 2007 , 2008 and 2009 to Executive Directors are subject to EBITDA performance targets as are awards granted 
to senior management in 2007 . Other awards are subject to time-based vesting only. During 2009, the rights over 1.8 million (2008: 0.7 million) shares were awarded under 
this plan.
Executive Director Martyn Coombs was granted an option in 2007 at the closing mid-market value of the Company’s Ordinary Shares on the day of grant. The option has no 
performance criteria and vests, subject to continued employment.
Former	Pharmagene	plc	Share	Option	S chemes
A reconciliation of option movements over the year to 31 December 2009 is shown below:
2009 2008
Number
W eighted
av erage
ex ercise
price Number
Weighted
average
exercise
price
Outstanding at 1 January 844 ,690 £0.51 914,723 £0.52
Granted – – – –
Forfeited (182 ,957) £0.62 (70,033) £0.59
Exercised – – – –
Outstanding at 31 December 661 , 733 £0.49 844,690 £0.51
Exercisable at 31 December 579 ,320 £0.49 762,277 £0.51 Asterand plc - Annual Report and Accounts 2009 55
 
2009
W eighted	av erage
remaining	life
2008
Weighted average
remaining life
Range of exercise
price
W eighted
av erage
ex ercise
price
Number
of	shares Expected Contractual
Weighted
average
exercise
price
Number
of shares Expected Contractual
£0.05 to £0.30 £0.05 104 ,507 1.0 4.3 £0.05 104,507 1.0 5.3
£0.30 to £0.40 £0.33 55 ,577 – 2. 7 £0.33 67 ,577 0.2 3.7
£0.40 to £0.55 £0.48 378 ,880 – – £0.49 491,380 – 0.7
£0.55 to £0.80 – – – – – – – –
£0.80 to £1.00 £0.91 99 ,535 – 2.2 £0.90 147 ,713 – 3.2
£1.00 to £2.00 £1.04 23 ,234 – 1.3 £1.04 33,513 – 2.3
661 , 733 844,690
The total credit for the year relating to employee share based payment plans was £23,166 (2008: £27 ,481 charge), 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 2009 or 2008. The assumptions for the grant in 2005 were as follows:
Options	fair	v alue	assumptions
Grant date
Scheme
3 March 2005
(1999) Unapproved Discretionary
Share Option Scheme
9 March 2005
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	S cheme	–	Emplo y ee	Option	S cheme
2009 2008
Number
W eighted
av erage
ex ercise
price Number
Weighted
average
exercise
price
Outstanding at 1 January 1,361 ,874 $0.07 1,726,194 $0.08
Granted – – – –
Forfeited (7 ,590) $0.06 (364,320) $0.09
Exercised (168 ,400) $0.11 – –
Outstanding at 31 December 1,185 ,8 84 $0.08 1,361,874 $0.07
Exercisable at 31 December 1,185 ,884 $0.08 1,359,035 $0.07 Asterand plc - Annual Report and Accounts 2009 56
 
2009
W eighted	av erage
remaining	life
2008
Weighted average
remaining life
Range of exercise
price
W eighted
av erage
ex ercise
price
Number
of	shares Expected Contractual
Weighted
average
exercise
price
Number
of shares Expected Contractual
$0.20 $0.03 36 ,053 – 2. 7 $0.03 36,053 – 2.7
$0.40 $0.05 222 ,478 – 4.0 $0.05 222,478 – 4.0
$0.44 $0.06 65 7 ,908 0.9 5.9 $0.06 693,483 0.9 5.9
$0.88 $0.12 269 ,445 1.8 6.2 $0.12 409,860 1.8 6.2
1,185 ,884 1,361,874
There was a charge of £1,223 (2008: £2,443) 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 2009 or 2008. 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	v alue	assumptions
Year of grant 2009 2008 2007 2006 2005
Weighted average share price – – – – $0.88
Exercise price – – – – $0.88
Vesting period (years) – – – – 0-4
Expected volatility – – – – 25%
Expected life (years) – – – – 2.7-5.4
Risk free rate – – – – 4.80%
Fair value per option – – – – $0.19-$0.30
Asterand	plc	Share	Option	S chemes
A reconciliation of option movements over the year to 31 December 2009 is shown below:
Number
W eighted
av erage
ex ercise
price
Outstanding at 1 January 8,358 ,809 £0 .023
Granted 1, 773 ,000 –
Forfeited (84 7 ,000) –
Exercised – –
Outstanding at 31 December 9,284 ,809 £0 .020
Exercisable at 31 December – – Asterand plc - Annual Report and Accounts 2009 57
  
2009
W eighted 	 av erage
remaining	life
2008
Weighted average
remaining life
Ex ercise	 price
W eighted	
av erage	
ex ercise 	
price
Number
of	shares Expected Contractual
W eighted	
av erage	
ex ercise 	
price
Number
of shares Expected Contractual
nil nil 5,435 ,000 3. 7 8 nil 4,509,000 4.7 9
£0.049 £0 .049 3,849 ,809 3. 7 8 £0 .049 3,849,809 4.7 9
The total charge for the year relating to employee share based payment plans was £76,595 (2008: £48,278), 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	v alue 	assumptions
Grant Date
Scheme
29 June
2009
2007 LTIP
29 December 
2008
2007 LTIP
21 December 
2007
2007 LTIP
26 December 
2007
2007 Executive
Weighted average share price 24p 13.5p 5.6p 4.9p
Exercise price nil nil nil 4.9p
Vesting period (years) 3 years 3 years 3 years 3 years
Expected volatility 25% 25% 25% 25%
Expected life (years) 5.7 5.7 5.7 5.7
Risk free rate 4.5% 4.5% 4.5% 4.5%
Fair value per option 24p 13.5p 5.6p 1.7p
Share options were granted under service conditions. The estimate of the probability of meeting these conditions is reflected in the “Expected” versus “Contractual” remaining 
life above. 2007 LTIP share options cliff vest after 3 years and are thus more likely to lapse before exercisable than if they vested equally over the same period. This assumption 
is factored into the charge for the period.
The expected volatility is expressed as the standard deviation of expected share price returns.
25.	 Commitments
The Group and Company had no commitments (2008: £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 2009, the Asterand Group had annual commitments under non-cancellable operating leases as follows:
Group
2009
£’000
Group
2008
£’000
Expiring within one year 287 70
Later than one year and not later than five years 414 163
701 233
The Company had no commitments under non-cancellable operating leases as at 31 December 2009 (2008: £nil). Asterand plc - Annual Report and Accounts 2009 58
 
26.	 R elated	party	transactions
The Group did not enter into any transactions with related parties during the year. The Company entered into the following transactions in the year with subsidiaries of the Group:
Intercompany receivable
Company
2009
£’000
Company
2008
£’000
At 1 January 4,542 4,463
Additional amounts advanced (paid)/advanced (1 ,549) 79
At 31 December 2,993 4,542
27 .	 Ev ents	after	the	reporting	period	
The Group acquired 100% of the share capital of BioSeek, Inc. (“BioSeek”) on 18 February 2010. BioSeek was a privately held drug discovery services company that has 
developed proprietary human primary cell based, high throughput assay systems (BioMAP
®
) designed to replicate the intricate cell and pathway interactions present in disease. 
The system helps to predict clinical activities of a potential drug candidate through comparison of assay results to a proprietary database of data profiles for known compounds. 
The initial consideration paid by Asterand was a sum of $1.0 million satisfied by the issue of 2,695,856 New Asterand Shares at $0.37 (22p) per share – calculated based on 
the per share closing prices of Ordinary Shares on the London Stock Exchange during the thirty (30) consecutive trading day period ended on 17 November 2009, converted 
into U.S. dollars at the exchange rate for purchasing U.S. dollars with pound sterling as quoted in the Financial Times on such date.
An additional sum of up to $13.0 million is payable subject to BioSeek 2010 Revenues exceeding certain agreed levels (“Contingent Payment”). The Contingent Payment will 
consist of New Asterand Shares, or a combination of New Asterand Shares and cash, shortly after 31 December 2010, determined as follows: 
 (a)  if the BioSeek 2010 Revenue is less than $4.0 million, the Contingent Payment will be an amount equal to (A) 0.75 multiplied by BioSeek’s 2010 Revenue minus (B) 
$1.0 million, which will be payable only in Ordinary Shares;
 (b)  if the BioSeek 2010 Revenue is equal to or greater than $4.0 million, the Contingent Payment will be an amount equal to (A) $3.6 million plus (B) the product of 
2.5 multiplied by the amount by which the BioSeek 2010 Revenue exceeds $4.0 million minus (C) $1.0 million, which amount will be payable in Ordinary Shares or a 
combination of Ordinary Shares and cash at the election of Asterand. 
The value of any Ordinary Share issuable in respect of the Contingent Payment will be $0.37 (22p) in respect of the first $3.0 million of Ordinary Shares issued, and in respect of 
each Ordinary Share issued thereafter, the average of the per share closing prices of Ordinary Shares on the London Stock Exchange during the thirty (30) consecutive trading day 
period ending on 31 December 2010, converted into U.S. dollars at the exchange rate for purchasing U.S. dollars with pound sterling quoted in the Financial Times on such date. 
The total purchase consideration is not determinable until after 2010. An estimated total consideration of $9.1 million was used for purposes of the calculations below. Details of 
the net assets acquired and goodwill are as follows:
£’000
Initial consideration 
(1)
459
Contingent consideration 
(2)
4,616
Purchase consideration 5,075
Fair value of assets acquired (see below) 2,647
Goodwill 2,428
(1)
  Calculated based on 2,695,856 shares, the 18 February 2010 Asterand closing share price of 17p and 18 February 2010 spot rate of 1.57 dollars to the GBP. 
(2)
  Calculated based on an estimated total consideration of $9.1 million less $1 million initial consideration. The first $3 million of contingent consideration calculated based on 8,087 ,568 shares issued 
multiplied by the 18 February 2010 Asterand closing share price of 17p. The remaining $5.1 million consideration calculated based on the 18 February 2010 spot rate of 1.57 dollars to the GBP.
The above goodwill consists largely of the expected synergies from combining the operations and intangible assets that do not qualify for separate recognition. Asterand plc - Annual Report and Accounts 2009 59
 
The assets and liabilities arising from the acquisition, provisionally determined, are as follows (USD balances converted at 18 February 2010 spot rate of 1.57 dollars to the GBP):
	 Carrying	
	V alue	
	 £ ’ 000 	
	Fair	
	V alue	
	£ ’ 000	
Cash and cash equivalents 1,001  1,001 
Property, plant and equipment 2,032  2,032 
Customer base – 254 
Developed technology – 1,810
Trade and other receivables  201 201 
Trade and other payables (1,022) (1,022)
– Financial liabilities – finance leases (9) (9)
 
Non ‑current	 liabilities
– Finance lease obligations (10) (10)
– Deferred rent (1,610) (1,610)
Net assets acquired 	 583 2,647
The post balance sheet dilutive effect of shares issued as initial consideration and the potential dilutive effect if the $9.1 million total consideration is achieved are as follows:
Shares 
outstanding
2009 Loss
per share
Year ended 31 December 2009 113,559,530 (0.96)p
Dilutive effect of 2.7 million shares issued as initial consideration February 2010 116,255,386 (0.93)p
Potentially dilutive effect if the $9.1 million total consideration is achieved – assuming that 100% of the contingent payment is made 
in shares and based on 18 February 2010 share price and exchange rates
143,375,441 (0.75)p
Acquisition costs of £0.5 million have been included in exceptional expenses in Note 6. Asterand plc - Annual Report and Accounts 2009 60
Notice of Annual General Meeting of Asterand plc
Notice	 is	 hereby	 giv en	 that	 the	 Annu al	 General	 Meeting	 of	 Asterand	 plc	 (the	 “Company”)	 will	 be	 held	 at	 the	 offices	 of	 Buchanan	 Communicatio ns,	
45	 Moorfi elds,	 London,	 EC2Y	 9AE	 on	 T uesday	 8	 June	 2010	 at	 5 	 p . m . 	 to	 consider	 an d	 if	 thought	 fit,	 pa ss,	 the	 following	 R esolutions.	 R esoluti ons	 1	 to	 7	
inclusiv e	 will	be	proposed	as	 ordinary	resolutions 	and	R esolution	8	as	a	special	resolu tion.
Explanatory	notes	to	the	notice	of	Annual	General	Meeting	of	Asterand	plc	(“Company”)
R esolution	1	–	Accounts
The Companies Act 2006 requires that, for each financial year, the Directors of the Company (“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 2009 Annual Report and Accounts as set out on pages 1 to 59 of this document.
R esolution	2	–	R emuneration	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 15 to 20 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.
R esolutions	3,	4	and	5	–	R e appointment	of	Directors
Under the Company’s Articles of Association, Directors are required to retire by rotation every three years. Directors who have been appointed during the year are required to 
offer themselves for re-election by the shareholders at an Annual General Meeting.
Martyn Coombs has served as Chief Executive Officer and as a Director since March 2007 and offers himself for a three year term renewal.
Prior to joining the Company, Mr. Coombs worked for Amersham plc for nine years. He led global logistics during Amersham’s period of rapid growth and merger activity in 
which the company’s revenue tripled in size to £1.4 billion. Subsequently he served in Japan for five years as Executive Vice President of Nihon Medi-Physics Co. Ltd, a $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, and 
concurrently as President of Amersham KK. Mr. Coombs has also served as President of PerkinElmer Japan, a subsidiary of PerkinElmer, Inc. He holds a degree in Mathematics, 
and an MBA from Warwick Business School. 
Peter Coggins has served as a Director since April 2008 and offers himself for a three year term renewal.
Dr. Coggins has thirty-five years experience in the biotechnology and life science industry. Previously he was President of PerkinElmer Inc. Life and Analytical Sciences, and as 
such had full p&l responsibility for a business with sales of $1.2 billion and staff of 4,200. In this capacity he also served as a Corporate Officer and a member of the Executive 
Committee. Prior to PerkinElmer, Dr. Coggins served as Executive VP Global Sales, at Amersham Biosciences. Dr. Coggins is a past Chairman of ALSSA (Analytical & Life Science 
Sciences Association), a former advisory committee member to the U.S. Secretary of Health and Human Services, and is currently a director on the board of deltaDOT Ltd 
(London). Dr. Coggins holds a first degree and a Ph.D. in Zoology from Chelsea College, University of London.
John Stchur was appointed as Chief Financial Officer in 2007 and as a Director in January 2009 and offers himself for reappointment by the Company’s shareholders.
John Stchur joined Asterand, Inc. in 2002 and led the company through two rounds of venture funding and listing on the London Stock Exchange by means of a reverse 
merger (with Pharmagene plc) to form Asterand plc in January 2006. Prior to joining the Company, Mr. Stchur served as Vice President of Finance for Big Net Holdings, 
a telecommunications company and as an auditor for PricewaterhouseCoopers L.L.P. Mr. Stchur is a certified public accountant with a degree in Business Management from 
the University of Maryland and a Master’s of Science Degree in Accounting from Walsh College. 
R esolution	6	–	R eappointment	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.
R esolution	7	–	I ssue	of	shares	by	the	Directors
Resolution 7 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 £1,937 ,589, (38,751,780 ordinary shares of 5p each) which represents approximately 33% of the Company’s 
issued ordinary share capital. If any additional consideration is payable to BioSeek’s shareholders in relation to the Company’s acquisition of BioSeek (the “Contingent 
Payment”) and the Contingent Payment cannot be satisfied by the Directors’ existing authority to allot 8,087 ,568 ordinary shares (which authority was granted for the purposes 
of the Contingent Payment at the Company’s Extraordinary General Meeting held on 18 February 2010), the Directors would exercise the authority granted by Resolution 7 to 
satisfy the Contingent Payment. The amount of the Contingent Payment, which will consist of the Company’s shares or a combination of the Company’s shares and cash, at 
the Company’s discretion, is subject to the revenue performance of BioSeek’s products in 2010 and would be payable shortly after 31 December 2010. Other than in relation 
to the Contingent Payment (if required), the Directors currently have no intention of exercising the authority to be granted by Resolution 7 . As of the date of the Notice of the 
Annual General Meeting the Company does not hold any shares in treasury.
R esolution	8	–	Disapplication	of	pre‑emption	rights
Resolution 8 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 561 of the Companies Act 2006. The authority is limited to shares up to an aggregate nominal value  Asterand plc - Annual Report and Accounts 2009 61
 
of £581,276, (11,625,520 ordinary shares of 5p each) which represents approximately 10% of the Company’s issued ordinary share capital. Following consultation with major 
shareholders and having regard to the relatively small size of the Company and its stage of development, the Directors have concluded that it is appropriate for the Company 
to depart from the guidelines published by the Pre-emption Group which includes representation of the Association of British Insurers and the National Association of Pension 
Funds, which recommend that the disapplication of pre-emption rights should be for no more than (a) 5% of the Company’s issued ordinary share capital in any year and (b) 
7 .5% in any rolling three-year period. This resolution will be proposed as a Special Resolution. 
The authorities sought by Resolutions 7 and 8 are to replace the powers of the Directors granted at the Company’s Annual General Meeting in 2009, 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 2011.
CREST	Pro xy	V oting	S ervice
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 63-64.
Ordinary	business
1. That the audited accounts of the Company for the year ended 31 December 2009, together with the Directors’ and auditors’ reports thereon, be received.
2. That the Remuneration Report for the year ended 31 December 2009 be approved.
3.  That Martyn Coombs, who retires by rotation in accordance with the Company’s articles of association, be re-appointed as a director in accordance with the Company’s 
articles of association.
4.  That Peter Coggins, who retires by rotation in accordance with the Company’s articles of association, be re-appointed as a director in accordance with the Company’s 
articles of association.
5.  That John Stchur be reappointed as a director in accordance with the Company’s articles of association.
6.  That the Company’s auditors, PricewaterhouseCoopers LLP, be appointed 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.
7 .  “That the Directors be generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006 (the “Companies Act”) to 
allot Relevant Securities (as defined below) up to an aggregate nominal amount of £1,937 ,589 provided that this authority shall, unless renewed, varied or revoked by 
the Company, expire at the conclusion of the next Annual General Meeting of the Company save that the Company may, before such expiry, make offers or agreements 
which would or might require Relevant Securities to be allotted and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding 
that the authority conferred by this resolution has expired. Such authority shall be in substitution for the authority granted to the directors pursuant to section 80 of 
the Companies Act 1985 at the Company’s Annual General Meeting in 2009, which is hereby revoked without prejudice to any allotments made or agreed to be made 
under it, but in addition to the authority granted to the directors pursuant to section 551 of the Companies Act at the Company’s Extraordinary General Meeting held on 
18 February 2010. In this resolution, “Relevant Securities” means:
 a) shares in the Company other than shares allotted pursuant to:
  i) an employee share scheme (as defined by section 1166 of the Companies Act);
  ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
  iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security;
 b)  any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted 
pursuant to an employee share scheme (as defined by section 1166 of the Companies Act). References to the allotment of Relevant Securities in this resolution 
include the grant of such rights.
8.  That, subject to the passing of Resolution 7 , the directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act) for cash, 
pursuant to the authority conferred by Resolution 7 , as if section 561(1) of the Companies Act did not apply to any 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 £581,276; Asterand plc - Annual Report and Accounts 2009 62
 
  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 
Asterand plc 
2 Orchard Road 
Royston 
Herts SG8 5HD 
29 March 2010 Asterand plc - Annual Report and Accounts 2009 63
 
1.	 Pro xy
A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak, 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. You may appoint more than one proxy 
provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
2.	 CREST	pro xy	v oting	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 8 June 2010 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	v ote
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 a.m. on 
4 June 2010 (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 6:00 p.m. on 4 June 2010 
(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	av ailable	for	inspection
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 4:00 p.m. until the 
conclusion of the Meeting.
5.	 At tendi ng	in	person
If you wish to attend the Meeting in person and you hold shares as a beneficial owner within a nominee account, you will need to bring an original letter of representation 
from the nominee in order to gain entrance as a shareholder (unless the nominee has validly appointed you as its proxy). Registration of the Meeting will open 45 minutes 
before it starts.
6.	 Nominated	P ersons
If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (“ No minated	P erson”):
(a)  you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (“ R elev a nt	Member”) to 
be appointed or to have someone else appointed as a proxy for the General Meeting.
(b)  if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant 
Member to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact 
them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). 
The only exception to this is where the Company expressly requests a response from you.
7 .	 I ssued	shares	and	total	v oting	rights
As at 6:00 p.m. on 29 March 2010 the Company’s issued share capital comprised 116,291,076 ordinary shares of 5p each. Each ordinary share carries the right to one vote at 
a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6:00 p.m. on 29 March 2010 is 116,291,076. Asterand plc - Annual Report and Accounts 2009 64
 
8.	 Questions 	at	the 	General	Meeting
Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
(a) answering the question would interfere unduly with the the preparation for the meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
9.	 W ebsite	giving	infor mation	regarding 	 the	General	Meeting
A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.asterand.com Printed by Rubicon Corporate Print  Asterand plc
2 Orchard Road
Royston
Hertfordshire SG8 5HD
Registered Number 3355618
Telephone
+44 (0) 1763 211600
www.asterand.com