annual report 2007
protherics is a leading biopharmaceutical company 
focused on critical care and cancer
our goal is to bring products to market which deliver 
better outcomes for patients and better returns to 
shareholders our plan is to use revenues from our 
marketed products and licensing income to help fund 
the development of a robust and high value pipeline 
of products
 01  highlights
 03  business review chairman’s statement
 07  business review chief executive’s review
 18  business review financial review
 21 business review principal risks and uncertainties
 22  board of directors 
 24  directors’ report
 27  statement of directors’ responsibilities
 28  corporate governance
 33  directors’ remuneration report
 40  social ethical and environmental policies
 41   independent auditors’ report
 42  income statements
 42  statements of recognised income and expense
 43  balance sheets
 44  cash ﬂow statements
 45  notes to the ﬁnancial statements
 72  notice of annual general meeting
 74   explanatory notes to the notice of annual general meeting
 76  advisers
for growth well placed…
protherics plc
the heath business and technical park 
runcorn 
cheshire wa7 4qx  
uk
tel  44 01928 518000  
fax  44 01928 518002  
email  informationprothericscom
registered in england no2459087
wwwprothericscom
protherics plc annual report 2007
coverindd   1 19062007   145245 annual report 2007
protherics is a leading biopharmaceutical company 
focused on critical care and cancer
our goal is to bring products to market which deliver 
better outcomes for patients and better returns to 
shareholders our plan is to use revenues from our 
marketed products and licensing income to help fund 
the development of a robust and high value pipeline 
of products
 01  highlights
 03  business review chairman’s statement
 07  business review chief executive’s review
 18  business review financial review
 21 business review principal risks and uncertainties
 22  board of directors 
 24  directors’ report
 27  statement of directors’ responsibilities
 28  corporate governance
 33  directors’ remuneration report
 40  social ethical and environmental policies
 41   independent auditors’ report
 42  income statements
 42  statements of recognised income and expense
 43  balance sheets
 44  cash ﬂow statements
 45  notes to the ﬁnancial statements
 72  notice of annual general meeting
 74   explanatory notes to the notice of annual general meeting
 76  advisers
for growth well placed…
protherics plc
the heath business and technical park 
runcorn 
cheshire wa7 4qx  
uk
tel  44 01928 518000  
fax  44 01928 518002  
email  informationprothericscom
registered in england no2459087
wwwprothericscom
protherics plc annual report 2007
coverindd   1 19062007   145245 glossary of terms
expanded pipeline in 200708
 product lead indication phase 12 phase 2 phase 3 preapproval marketed
 digifab™ digoxin antidote
 digoxin 
 immune fab 
severe preeclampsia
 cytofab™ severe sepsis
 voraxaze™ intervention use
  planned use
 oncogel™ oesophageal cancer
  primary brain cancer
 prolarix™ primary liver cancer
 acadesine bcll
us
us
h2 2007
named patient
sales ongoing
 crofab™ crotalid antivenom
starting 
h2 2007
 angiotensin 
 therapeutic vaccine 
hypertension
starting 
h1 2008
cancer
other
adjuvant
a pharmacological agent added to a drug 
to increase or aid its effect 
angiotensin
a protein in the blood that causes 
vasoconstriction increased blood pressure 
and release of aldosterone from the adrenal cortex
antibody
substances produced by cells of the immune 
system which bind to parts of other molecules 
in a highly speciﬁ c way and may neutralise 
their effect
antidote
a remedy to relieve prevent or counteract 
the effects of a poison
antigen
a substance that stimulates an immune response
bcell 
a type of lymphocyte white blood cell
bcell chronic lymphocytic leukaemia 
or bcll a type of cancer in which bcells 
over accumulate
bla or biological license application
us equivalent of a maa for a biological product
caricotamide
a cosubstrate present in prolarix™
chromatography
a method of separating a mixture of proteins 
by passing a fluid containing the mixture over 
a stationary material which may be porous
clinical development
the stage of pharmaceutical research and 
development where potential drugs are studied 
in human clinical trials
compassionate use
the provision of an unapproved drug for the 
treatment of an individual patient at the speciﬁ c 
request of a physician
cosubstrate
a second or other substrate required by 
enzymes to carry out a chemical reaction
crotalid
any snake of the family crotalidae also called 
pit viper which includes rattlesnakes
cytotoxic
a molecule or drug that is toxic to cells
cytokine
a cellular messenger typically of the 
immune system
edlfs
endogenous digoxinlike factors
emea
european medicines agency
endogenous enzyme
an enzyme that occurs naturally in cells 
or tissues
envenomation
the injecting of a poisonous material venom 
via a bite or other means
ex vivo
a test performed outside the body on a sample 
taken from a living organism
fab
part of an antibody molecule which can be split 
from the whole molecule and which still retains 
its binding capability
fda
us food and drug administration the 
government body responsible for regulating 
pharmaceuticals in the us
hdmtx
high dose methotrexate
hypertension
blood pressure that is above medically deﬁ ned 
normal limits and which is associated with 
increased risks of stroke and heart disease
icu
intensive care unit
in vitro
a test or technique performed in a controlled 
environment generally separate from the 
whole organism
 current study ongoing with digibind® glaxosmithkline
 astrazeneca is responsible for the global development and commercialisation of cytofab
tm
critical care
us
ofﬁ ces
salt lake city ut
oncogel
tm
 manufacture
venom supply 
brentwood tn
us head ofﬁ ce
london
corporate ofﬁ ce
runcorn cheshire
registered ofﬁ ce
llandysul wales
fab manufacturing facility
adelaide sa
serum production
united states
united kingdom
australia
leucovorin
leucovorin also known as folinic acid is an 
adjuvant used in cancer treatment to reduce the 
toxicity of the chemotherapy agent methotrexate or 
to enhance the cytotoxic antitumour activity 
of the chemotherapy agent 5ﬂ uorouracil
marketing authorisation application 
“maa”
the complete set of data supporting the quality 
safety and efﬁ cacy of a medicinal product which 
is submitted to a regulatory agency in order to 
obtain market approval in the eu
mhra
medicines and healthcare products 
regulatory agency
mtx or methotrexate 
a cytotoxic agent commonly used in the 
treatment of certain cancers
named patient basis
the supply of a medical product for use by 
specific patients prior to granting of a maa 
when no other effective treatments are available
pharmacokinetics
the process by which a drug is absorbed 
distributed metabolised and eliminated from 
the body
phase 1 study
the initial clinical assessment of the safety 
pharmacodynamics andor pharmacokinetics 
of a drug candidate in human subjects 
phase 12 study 
as for phase 1 study but clinical assessment 
conducted in patients
phase 2 study
the clinical assessment in patients of a 
drug to determine dose range and preliminary 
efficacy a phase 2a study is to examine 
the pharmacological effect of the drug and a 
phase 2b is to evaluate the appropriate dose 
for phase 3
phase 3 study
the clinical assessment of the efﬁ cacy and safety 
of a drug usually in comparison with a marketed 
product or a placebo in the patient population 
for which it is intended
polyclonal antibody
a mixture of antibodies produced in response 
to a speciﬁ c antigen that bind to different parts 
of the antigen
preeclampsia
hypertension which arises in pregnancy in 
association with signiﬁ cant protein in the urine 
and can lead to seizures and death
prodrug
an inert chemical which can be activated within 
the body to an active drug
proof of concept
studies in animals or man to demonstrate 
the expected action of the drug
®
a trademark which has been registered in both 
the united states and an eu member state
sepsis
a spectrum of disorders caused by the body’s 
exaggerated response to infection or injury 
the deﬁ ning characteristics are inﬂ ammation 
abnormal vital signs and failure of one or more 
major organ systems
tretazicar
the cytotoxic prodrug component of prolarix
tm
 
therapeutic
a product used to treat a disease
tnfalpha
tumour necrosis factor alpha a cytokine 
involved in the body’s inﬂ ammatory process
™
an application to register the trademark is 
pending in either the us or an eu member state
vaccine
a substance used to stimulate an immune 
response to raise antibodies against the 
target substance
vasoactive substances 
substances that dilate or constrict blood vessels 
starting 
h1 2008
coverindd   2 21062007   141037 glossary of terms
expanded pipeline in 200708
 product lead indication phase 12 phase 2 phase 3 preapproval marketed
 digifab™ digoxin antidote
 digoxin 
 immune fab 
severe preeclampsia
 cytofab™ severe sepsis
 voraxaze™ intervention use
  planned use
 oncogel™ oesophageal cancer
  primary brain cancer
 prolarix™ primary liver cancer
 acadesine bcll
us
us
h2 2007
named patient
sales ongoing
 crofab™ crotalid antivenom
starting 
h2 2007
 angiotensin 
 therapeutic vaccine 
hypertension
starting 
h1 2008
cancer
other
adjuvant
a pharmacological agent added to a drug 
to increase or aid its effect 
angiotensin
a protein in the blood that causes 
vasoconstriction increased blood pressure 
and release of aldosterone from the adrenal cortex
antibody
substances produced by cells of the immune 
system which bind to parts of other molecules 
in a highly speciﬁ c way and may neutralise 
their effect
antidote
a remedy to relieve prevent or counteract 
the effects of a poison
antigen
a substance that stimulates an immune response
bcell 
a type of lymphocyte white blood cell
bcell chronic lymphocytic leukaemia 
or bcll a type of cancer in which bcells 
over accumulate
bla or biological license application
us equivalent of a maa for a biological product
caricotamide
a cosubstrate present in prolarix™
chromatography
a method of separating a mixture of proteins 
by passing a fluid containing the mixture over 
a stationary material which may be porous
clinical development
the stage of pharmaceutical research and 
development where potential drugs are studied 
in human clinical trials
compassionate use
the provision of an unapproved drug for the 
treatment of an individual patient at the speciﬁ c 
request of a physician
cosubstrate
a second or other substrate required by 
enzymes to carry out a chemical reaction
crotalid
any snake of the family crotalidae also called 
pit viper which includes rattlesnakes
cytotoxic
a molecule or drug that is toxic to cells
cytokine
a cellular messenger typically of the 
immune system
edlfs
endogenous digoxinlike factors
emea
european medicines agency
endogenous enzyme
an enzyme that occurs naturally in cells 
or tissues
envenomation
the injecting of a poisonous material venom 
via a bite or other means
ex vivo
a test performed outside the body on a sample 
taken from a living organism
fab
part of an antibody molecule which can be split 
from the whole molecule and which still retains 
its binding capability
fda
us food and drug administration the 
government body responsible for regulating 
pharmaceuticals in the us
hdmtx
high dose methotrexate
hypertension
blood pressure that is above medically deﬁ ned 
normal limits and which is associated with 
increased risks of stroke and heart disease
icu
intensive care unit
in vitro
a test or technique performed in a controlled 
environment generally separate from the 
whole organism
 current study ongoing with digibind® glaxosmithkline
 astrazeneca is responsible for the global development and commercialisation of cytofab
tm
critical care
us
ofﬁ ces
salt lake city ut
oncogel
tm
 manufacture
venom supply 
brentwood tn
us head ofﬁ ce
london
corporate ofﬁ ce
runcorn cheshire
registered ofﬁ ce
llandysul wales
fab manufacturing facility
adelaide sa
serum production
united states
united kingdom
australia
leucovorin
leucovorin also known as folinic acid is an 
adjuvant used in cancer treatment to reduce the 
toxicity of the chemotherapy agent methotrexate or 
to enhance the cytotoxic antitumour activity 
of the chemotherapy agent 5ﬂ uorouracil
marketing authorisation application 
“maa”
the complete set of data supporting the quality 
safety and efﬁ cacy of a medicinal product which 
is submitted to a regulatory agency in order to 
obtain market approval in the eu
mhra
medicines and healthcare products 
regulatory agency
mtx or methotrexate 
a cytotoxic agent commonly used in the 
treatment of certain cancers
named patient basis
the supply of a medical product for use by 
specific patients prior to granting of a maa 
when no other effective treatments are available
pharmacokinetics
the process by which a drug is absorbed 
distributed metabolised and eliminated from 
the body
phase 1 study
the initial clinical assessment of the safety 
pharmacodynamics andor pharmacokinetics 
of a drug candidate in human subjects 
phase 12 study 
as for phase 1 study but clinical assessment 
conducted in patients
phase 2 study
the clinical assessment in patients of a 
drug to determine dose range and preliminary 
efficacy a phase 2a study is to examine 
the pharmacological effect of the drug and a 
phase 2b is to evaluate the appropriate dose 
for phase 3
phase 3 study
the clinical assessment of the efﬁ cacy and safety 
of a drug usually in comparison with a marketed 
product or a placebo in the patient population 
for which it is intended
polyclonal antibody
a mixture of antibodies produced in response 
to a speciﬁ c antigen that bind to different parts 
of the antigen
preeclampsia
hypertension which arises in pregnancy in 
association with signiﬁ cant protein in the urine 
and can lead to seizures and death
prodrug
an inert chemical which can be activated within 
the body to an active drug
proof of concept
studies in animals or man to demonstrate 
the expected action of the drug
®
a trademark which has been registered in both 
the united states and an eu member state
sepsis
a spectrum of disorders caused by the body’s 
exaggerated response to infection or injury 
the deﬁ ning characteristics are inﬂ ammation 
abnormal vital signs and failure of one or more 
major organ systems
tretazicar
the cytotoxic prodrug component of prolarix
tm
 
therapeutic
a product used to treat a disease
tnfalpha
tumour necrosis factor alpha a cytokine 
involved in the body’s inﬂ ammatory process
™
an application to register the trademark is 
pending in either the us or an eu member state
vaccine
a substance used to stimulate an immune 
response to raise antibodies against the 
target substance
vasoactive substances 
substances that dilate or constrict blood vessels 
starting 
h1 2008
coverindd   2 27062007   153230 protherics plc
annual report 2007 01
highlights
financial highlights
  revenues increased to £311 million 2006 £177 million with higher cytofab™ 
crofab™ and voraxaze™ revenues offset by reduced digifab™ shipments to 
our us distributor 
  gross proﬁt increased to £198 million 2006 £64 million including exceptional 
costs of £14 million on cytofab™ milestone and increased crofab™ volumes
  research and development “rd” increased to £140 million 2006 £67 million 
mainly due to increased investment in cytofab™ and voraxaze™
  general and administrative “ga ” expenses were £102 million 2006 £92 million 
reﬂecting the increasing scale of the business offset by beneﬁts on foreign exchange 
positions and reduced share option charges 
  loss before tax £36 million 2006 £96 million slightly less than market expectations
  strong cash position at end of period of £400 million 2006 £254 million following 
fundraising in january 2007 and excluding a £100 million milestone payment from 
astrazeneca received after the ﬁnancial year end
operational highlights
  pipeline expanded and diversiﬁed through agreements with glenveigh 
pharmaceuticals llp “glenveigh” and advanced in vitro technologies sa 
“advancell” and the acquisition of macromed inc “macromed” ﬁnanced 
by a £382 million equity fundraising in january 2006
  integration of macromed completed and solid progress made with three 
new programmes
   oncogel™ phase 12 brain cancer study initiated in us and positive results reported 
in phase 2a study in oesophageal cancer 
   digoxin immune fab phase 2b preeclampsia study progressing well following positive 
interim safety assessment and expected to report in ﬁrst half of 2008
   acadesine proof of concept phase 12 study in bcell chronic lymphocytic leukaemia 
“bcll ” to start in second half of 2007
  cytofab™ 
   £100 million milestone payment from astrazeneca for the successful development 
of the large scale cytofab
tm
 manufacturing process
   astrazeneca to expand global clinical development programme for cytofab™ in severe 
sepsis following positive discussions with regulatory agencies
  voraxaze™
   fast track designation granted by the food and drug administration “fda” 
   biologicals license application “bla” to be resubmitted in the us under a rolling 
submission starting in early 2008
   fda approval to charge for compassionate use supply in the us to help recover costs
   marketing authorisation application “maa” withdrawn in eu
   clinical programme initiated to support the repeated planned use of voraxaze™
 signiﬁcant progress made with other development programmes
0pthar07frontindd   1 19062007   145357 protherics plc
annual report 2007 02
for development
“  this has been a year of good progress for protherics as 
we expanded and diversiﬁ ed our portfolio of products 
we expect to have nine clinical studies ongoing over 
the next twelve months in addition to astrazeneca’s 
phase 2 study of cytofab
tm
 and we see the data 
from these studies as our biggest opportunity to 
deliver shareholder value in the near to mid term”
stuart wallis chairman 
 expenditure was increased in our ﬁ nancial year 2007 
to commit resources to cytofab™ and undertake 
further work on voraxaze™ in support of regulatory 
ﬁ lings as the planned rd programmes continue 
we anticipate a further increase in expenditures in 
the current ﬁ nancial year
rd spend
fy 2005 fy 2006 fy 2007
£46m
£67m
£140m
clinical studies ongoing
 phase 1 or 12  phase 2 preapproval
0
1
2
3
4
5
6
0
2
4
6
8
10
12
14
fy  ﬁ nancial year
phase 12  phase 1 studies 
in patients 
  includes cytofab
tm
 
astrazeneca is responsible 
for development 
number
£ million
 fy 2007
 fy 2008
0pthar07frontindd   2 19062007   145408 protherics plc
annual report 2007 03
business review  
chairman’s statement
stuart wallis chairman 
overview
our business continues to perform well in the past year we added 
three programmes to help build our development pipeline diversifying 
the risk in our pipeline without we believe diluting the rewards we 
are delighted with the progress being made with each of the three 
programmes and we recently reported encouraging phase 2a data 
for oncogel
tm
 in oesophageal cancer 
financial results for the year ended 31 march 2007 were slightly 
ahead of market expectations and included a £100 million milestone 
payment from astrazeneca for scale up of the cytofab™ manufacturing 
process rd for the year increased over the previous year reﬂecting 
continued expenditure on cytofab™ and voraxaze™ a quarter’s 
expenditure from the acquisition of macromed and the inlicensed 
programmes for the treatment of preeclampsia and bcll
following our £382 million fundraising in january 2007 we ended 
the 2006–2007 financial year with £400 million in cash up from 
£254 million at our last year end our strong cash position together with 
our product revenues and anticipated cytofab
tm 
milestones provide us 
with the resources to progress our expanded pipeline
strategic direction
protherics is actively building a leading international biopharmaceutical 
company t o create a sustainable business we believe that we must 
be able to take at least some of our own products through to market to 
retain their full economic value we are focusing in two key areas critical 
care and cancer in both targeted specialist products with high medical 
value can be developed and marketed effectively by a focused sales team 
with the potential launch of voraxaze™ in the us in 2009 we have 
an opportunity to build a specialist sales and marketing capability 
in cancer during this past year we have had extensive interaction 
with both the fda and the european medicines agency “emea” 
on voraxaze™ in the us we expect to start resubmitting our 
marketing application in early 2008 under a rolling submission with an 
estimated approval date in 2009 to capitalise on this opportunity 
we are building a pipeline of cancer products with high medical 
value that we can look to sell ourselves in the future 
in 2010 the marketing rights to our two fdaapproved critical care 
products crofab™ and digifab™ return to protherics providing us 
with an opportunity to distribute these products ourselves in the us 
meanwhile protherics together with its local partner beacon 
pharmaceuticals is preparing to market digifab™ in europe once 
the necessary regulatory approvals have been granted
the opportunities to sell crofab™ digifab™ and voraxaze™ 
together with manufacturing initiatives to improve crofab™ gross 
margins are expected to provide the company with additional cash 
ﬂow from which to fund our product pipeline
major market opportunities
while we are seeking to develop products we can market ourselves 
we also have three programmes targeting potential billion dollar 
markets where we have or will require major pharmaceutical partners 
cytofab™ for sepsis digoxin immune fab for preeclampsia and our 
angiotensin therapeutic vaccine for high blood pressure we expect 
to have additional phase 2 data on each of these key programmes 
over the next 12 to 24 months
our strong cash position together with our product revenues and 
anticipated cytofab
tm
 milestones provide us with the resources 
to progress our expanded pipeline
0pthar07frontindd   3 19062007   145424 protherics plc
annual report 2007 04
heading
protherics is the world’s leading manufacturer 
of ovine polyclonal antibody fragments for 
therapeutic use we have a track record of 
producing crofab™ pit viper antivenom and 
digifab™ digoxin overdose for sale in the us 
and we have scaled up the manufacturing 
process for cytofab™ severe sepsis to 
commercial batch size
for manufacturing
 30fold
increase in our chromatographic 
processing capability
“  scaling up 
the cytofab™ 
manufacturing 
process has been 
a major focus for 
protherics since 
signing the deal 
with astrazeneca 
in december 2005 
we are extremely 
pleased to have met 
this key milestone 
which allows 
astrazeneca to start its 
phase 2 development 
programme in the 
second half of 2007”
andrew heath ceo
 100 kgs
the amount of antibody processed per batch 
of cytofab™ purified
3000 litres
commercial batch size
cytofab™ process scale up
scaled up chromatography column left and small scale column right
0pthar07frontindd   4 19062007   145442 protherics plc
annual report 2007 05
major market opportunities continued
cytofab™ our antitnfalpha polyclonal fab for the treatment of 
severe sepsis remains the largest single value driver in our business 
under the terms of the licensing deal signed with astrazeneca in 
december 2005 protherics is entitled to receive up to £1870 million 
in upfront and milestone payments together with a 20 royalty on global 
net sales of cytofab™ and additional manufacturing related supply 
payments astrazeneca also made a £75 million equity investment 
in protherics on completion of the deal following the recent £100 million 
milestone payment from astrazeneca we have received a total of 
£263 million in upfront and milestone payments we look forward 
to more patients being treated with cytofab™ when astrazeneca 
begins its phase 2 programme in the second half of 2007
we see an opportunity to sign major licensing deals for our two 
other potential blockbuster programmes should we demonstrate 
proof of concept for digoxin immune fab and angiotensin 
therapeutic vaccine in 2008
realising value from noncore assets
protherics has a number of noncore assets from which we 
hope to realise value in the near to mid term in addition to 
angiotensin therapeutic vaccine we have a proprietary adjuvant 
covaccine ht  which is attracting interest from third parties for use 
with their own vaccines and the drug delivery platform technologies 
and programmes gained through the acquisition of macromed
board changes
barry riley our finance director since the formation of protherics in 
1999 will step down from his role in august 2007 barry has played 
a vital role in the company’s development and leaves protherics 
in a strong ﬁnancial position i thank him for his support and wish him 
all the best for the future barry will be replaced by rolf soderstrom 
who joins us from cobham plc rolf’s operational transactional 
and treasury experience with much larger businesses will put us 
in good stead as we seek to grow our business
it is also a pleasure for me to welcome saul komisar president 
of our us operations to our board in recognition of saul’s strong 
contribution to our business over many years
outlook
we have an opportunity to create a preeminent uk biopharmaceutical 
company with international standing and the ﬁnancial resources to 
fulﬁl its ambition with products targeting nine different indications 
we expect ten clinical studies to be ongoing in 20078 this gives 
protherics one of the strongest pipelines in the sector relative to our 
size proof of concept is expected for many of these programmes 
over the next 12–24 months and delivering clinical results remains 
our biggest opportunity to create shareholder value in the near 
to mid term
stuart wallis
chairman
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business review chairman’s statement continued
critical care and cancer our core focus
0pthar07frontindd   5 19062007   145454 protherics plc
annual report 2007 06
our strategy is to build a pipeline of specialist 
critical care and cancer products with high medical 
value that we can sell in the us and europe crofab™ 
digifab™ and voraxaze™ should provide us 
with opportunities to establish a sales and 
marketing capability
for sales and marketing
crofab
tm
 crotalid envenomations
  crofab
tm
 has captured more than half of 
the potential us70–80 million pa market 
in the us
digifab
tm
 digoxin overdose
  digifab™ has gained more than a 70 share 
of the estimated us25 million pa market 
in the us
voraxaze
tm
 adjunct to hdmtx therapy
  500 patients are candidates for voraxaze
tm
 
under the assumed initial labelling in the us 
  compassionate use sales in the us and europe
crofab™ and digifab™
in 2010 we regain the 
us marketing rights to 
our two fdaapproved 
critical care products 
crofab™ and digifab™ 
providing us with an 
opportunity to establish 
a critical care sales 
force in the us
voraxaze™
the potential launch 
of voraxaze
tm
 in the us 
in 2009 will provide us 
with an opportunity to 
build a specialist sales 
and marketing 
capability in cancer
 protherics’ estimates
0pthar07frontindd   6 19062007   145513 protherics plc
annual report 2007 07
business review chief executive’s review
overview
our ﬁnancial year ended 31 march 2007 was a year of increased 
activity and expansion we completed three corporate transactions 
to expand our development pipeline adding a second potential 
blockbuster to our critical care pipeline alongside cytofab™ while 
doubling the size of our cancer portfolio with the integration of 
macromed now complete we are making excellent progress with 
the development of oncogel™ in two lead indications and also with 
the two inlicensed programmes digoxin immune fab in preeclampsia 
and acadesine in bcll t o support the expanded business we 
completed a £382 million gross equity fundraising and reported 
£400 million in cash at the year end the strongest cash position 
in the company’s history
internally we have focused on scaling up the cytofab™ 
manufacturing process and delivered on schedule our ﬁrst 
commercial scale batches of cytofab™ to astrazeneca this 
triggered the recognition in the last ﬁnancial year of a £100 million 
milestone from astrazeneca which was received in april 2007 
we are also working alongside astrazeneca to align our manufacturing 
strategy with their clinical development plan and we look forward 
to patient enrolment in their expanded phase 2 programme in the 
second half of 2007 
we are also making progress with the rest of our pipeline and aim 
to have nine other clinical studies recruiting patients over the next 
twelve months despite unexpected regulatory issues with voraxaze™ 
we are encouraged by recent discussions with the fda and remain 
convinced of the need for this life saving product which underpins 
our sales and marketing ambitions in cancer
the performance of our two marketed critical care products 
crofab™ and digifab™ remains strong crofab™ is used 
increasingly for the treatment of pit viper bites in the us and we 
expect this growth to continue in the current ﬁnancial year digifab™ 
is now the clear market leader in the us digoxin overdose market 
with more than 70 market share in europe we reached an 
agreement with roche to replace their product digitalis antidot
®
 
with digifab™ once marketing approvals have been granted in the 
necessary countries
rd pipeline update
new programmes
we have made excellent progress with the clinical development 
of oncogel™ following the acquisition of macromed oncogel™ 
is a novel proprietary formulation of paclitaxel for localised cancer 
therapy which is designed to achieve high concentrations of the 
cytotoxic drug at the tumour site for up to six weeks we recently 
announced encouraging preliminary results from a phase 2a study 
in oesophageal cancer and we plan to start a phase 2b study in this 
indication in the second half of 2007 we previously announced the 
start of a phase 12 study in primary brain cancer which is expected 
to report in the second half of 2008 
the inlicensing of intellectual property from glenveigh to use digoxin 
immune fab in preeclampsia provides protherics with another major 
market opportunity preeclampsia is a potentially life threatening condition 
of pregnancy which often requires the early delivery of the baby to resolve 
symptoms and avoid possible death of the mother this can in turn 
necessitate lengthy and costly neonatal intensive care for the baby there 
are currently no approved products that speciﬁcally treat this condition 
and there are very few in development 
andrew heath chief executive ofﬁcer
we completed three corporate transactions to expand our 
development pipeline adding a second potential blockbuster to 
our critical care pipeline alongside cytofab™ while doubling the 
size of our cancer portfolio
0pthar07frontindd   7 19062007   145518 protherics plc
annual report 2007 08
our critical care portfolio contains two possible 
blockbuster products in phase 2 clinical development 
cytofab
tm 
for the treatment of severe sepsis and 
digoxin immune fab for severe preeclampsia 
these products have the potential to save thousands 
of lives and reduce the time spent in intensive care
for major markets
    company estimates of total 
potential market size and 
assumes all severe sepsis 
patients receive a 7000 
course of treatment with 
an5antisepsis product
    company estimates of total 
potential market size and 
assumes all patients with 
severe preeclampsia receive 
treatment with digifab™ 
based on 

30 vialstreatment 
at current cost of 480vial 
 †
   european society of intensive 
care medicine 2000 estimates
 ††  
protherics’ estimates
cytofab™ 
severe sepsis
us 8 billion
market opportunity pa globally
us 22000
the average icu cost per individual case of sepsis
†
digoxin immune fab 
severe preeclampsia
us 900 million
market opportunity pa in the us
us 5000–15000
the daily cost of maintaining a baby in a neonatal
††
icu in the us 
0pthar07frontindd   8 19062007   145530 protherics plc
annual report 2007 09
business review chief executive’s review continued
new programmes continued
we have made good progress with the phase 2b preeclampsia 
study initiated by glenveigh we recently reported that the data 
safety monitoring board has allowed patient recruitment to continue 
following an interim review of the available safety data protherics 
has now recruited 34 of the 50 patients planned and we expect to 
report the results of this study in the ﬁrst half of 2008 if the data are 
positive we intend to hold discussions with potential licensing partners 
for the programme and to determine whether we continue development 
in this indication with digibind
®
 or progress our digifab™ product 
following the inlicensing and codevelopment deal with advancell for 
the use of acadesine in bcll we can report that with guidance from our 
clinical advisory board a protocol for a combined single and repeat dose 
phase 12 clinical study has been developed the study is planned to start 
in the second half of 2007 and we expect an early indication of proof of 
concept for acadesine from this openlabel study in the ﬁrst half of 2008
cytofab™ – for sepsis resulting from uncontrolled infection
cytofab™ is an antitnfalpha polyclonal fab product for the treatment 
of sepsis and other tnfmediated diseases which has been outlicensed 
to astrazeneca in november 2006 following consultations with regulators 
in the us and eu astrazeneca announced its intention to expand the 
clinical development plan for cytofab™ in severe sepsis with the 
addition of a 480 patient phase 2 programme data from the phase 2 
study will be used to estimate the number of patients required in the 
phase 3 study and to conﬁrm the appropriate dose as well as provide 
further supporting efﬁcacy and safety data the phase 2 programme 
will start in the second half of 2007 and is expected to last up to 
21 months on completion astrazeneca intends to initiate a single 
phase 3 study in the us europe and japan 
protherics has successfully scaled up the cytofab™ manufacturing 
process to a 600 litre batch size which triggered a £100 million 
milestone payment from astrazeneca in march 2007 received in 
april 2007 we have now also successfully scaled up the process 
to the full 3000 litre commercial batch size under the licensing 
agreement protherics may receive up to a further £1610 million in 
milestone payments in addition to a 20 royalty on global net product 
sales of cytofab™ and manufacturing related supply payments
cytofab™ revenues of £122 million were recognised in the year 
ended 31 march 2007 
voraxaze
tm
 – for the control of high dose methotrexate 
therapy in cancer
voraxaze™ glucarpidase contains an enzyme that rapidly breaks 
down methotrexate “mtx” a widely used anticancer agent it has 
been developed to prevent or reduce the serious toxicity that can 
result when patients receiving high doses of mtx “hdmtx” for the 
treatment of cancer develop renal damage and then have difﬁculty 
eliminating mtx from the body
on 15 september 2006 we submitted a bla for voraxaze™ to the 
fda in the us this application was withdrawn on 7 november 2006 
following a request for additional manufacturingrelated information 
following positive discussions with the fda protherics has agreed 
the additional manufacturing and stability data required and work 
is now underway to generate the necessary data 
discussions were also held with the fda regarding the interaction 
of voraxaze™ with leucovorin the standard supportive therapy 
given with hdmtx therapy the fda has asked protherics to 
we are proud to have achieved the successful scale up of the 
cytofab
tm
 manufacturing process which utilises some of the 
largest chromatography columns of their kind in the world 
0pthar07frontindd   9 19062007   145530 protherics plc
annual report 2007 10
in december 2006 we announced the signing of 
three key agreements to expand our development 
pipeline in critical care and cancer all three 
programmes will bring significant news flow 
over the next 12–24 months
…for inlicensing and ma 
“  the three transactions substantially broaden protherics’ pipeline and strengthens its leadership position in polyclonal 
antibodies they bring a second potential blockbuster to our critical care pipeline alongside cytofab™ and double the 
size of our cancer portfolio in indications where we can leverage the sales infrastructure planned for voraxaze™”
andrew heath ceo
inlicense of intellectual property 
from glenveigh 
digoxin immune fabs such as our 
digifab
tm
 and gsk’s digibind® for 
the treatment of preeclampsia
  us65 million cash to glenveigh 
including repayment on bank debt
  us5 million in protherics 
ordinary shares
  protherics to pay success 
related milestones payments 
and royalties
acquisition of macromed 
a private us company 
lead product oncogel™ for 
the treatment of oesophageal 
and primary brain cancers
  us24 million in protherics 
ordinary shares to 
macromed shareholders
  macromed major shareholders 
have a twelve month share 
lockup
  dr jacques gonella joined the 
protherics’ board
inlicense of acadesine from and 
codevelopment with advancell
worldwide exclusive rights 
for the use of acadesine in the 
treatment of bcll
  £05 million upfront cash 
consideration to advancell
  protherics to pay up to £179 
million in development and 
commercialisation milestones
  protherics to pay 13 royalty to 
advancell on global product sales
0pthar07frontindd   10 19062007   145534 11
business review chief executive’s review continued
voraxaze
tm
 – for the control of high dose methotrexate 
therapy in cancer continued
undertake a twelve patient study to support a label claim regarding 
the dosing of leucovorin following administration of voraxaze™ 
to address this interaction
the fda has granted voraxaze™ a fast track designation for the 
rapid and sustained reduction in toxic mtx levels in patients with 
impaired renal function the fda has also agreed to protherics 
resubmitting its application as a rolling submission starting in early 
2008 this will enable the fda to review sections of the application 
whilst protherics collects the additional manufacturing and clinical 
data the company is seeking a priority review which would reduce 
the time for the bla review to six months from ten months from 
submission of the ﬁnal part of the application if granted voraxaze™ 
could be approved in the us towards the end of 2009 
the fda has also granted protherics permission to supply voraxaze™ 
in the us on a compassionate use basis under a treatment protocol 
prior to marketing authorisation being granted the fda has agreed 
for protherics to charge for its supply providing for recovery of some 
of the costs associated with the development and supply of voraxaze™ 
we expect modest revenues from this cost recovery programme which is 
expected to continue until the approval of a bla in the us protherics has 
commenced the supply of voraxaze™ in the us using aaipharma inc as 
its distributor voraxaze™ was previously available for compassionate use 
in the us through the national cancer institute “nci”
a maa for the use of voraxaze™ as an intervention treatment 
for patients experiencing or at risk of mtx toxicity from delayed 
elimination was submitted in the eu in july 2005 the emea 
requested additional manufacturing data similar to that requested 
by the fda and further data regarding the interaction between 
voraxaze™ and leucovorin as these data could not be provided 
within the timeframe available under the centralised procedure the maa 
was withdrawn on 21 may 2007 the company will consider resubmitting 
an maa application if the twelve patient leucovorin dosage regimen study 
requested by the fda is acceptable to the emea to address the clinical 
relevance of the leucovorin interaction issue 
protherics will continue to supply voraxaze™ in europe on a 
named patient basis for intervention use in patients at risk of severe 
or lifethreatening methotrexate toxicity due to delayed elimination 
of mtx following hdmtx therapy 
two pilot studies to investigate the planned repeated use of 
voraxaze™ have been initiated and if successful the data from 
these studies will be used to develop a planned use clinical 
programme to expand the indications for voraxaze™ into the 
potentially much larger planned repeated use market 
voraxaze™ is now available in both the us and europe on a 
compassionate use basis in europe revenues for the year were 
£14 million compared to £08 million in the previous year
prolarix
tm
 – targeted therapy for liver cancer and other 
selected solid tumours
prolarix™ is comprised of a small molecule prodrug tretazicar 
which is converted to a highly cytotoxic agent when administered 
with a cosubstrate caricotamide the conversion is produced by an 
endogenous enzyme nqo2 which has elevated activity in certain 
tumour types 
the fda has granted voraxaze™ a fast track designation 
for the rapid and sustained reduction in toxic mtx levels 
in patients with impaired renal function 
protherics plc
annual report 2007
0pthar07frontindd   11 19062007   145534 product focus digoxin immune fab
for preeclampsia
technology  ovine polyclonal antibody fragment “fab”
franchise  critical care 
development status  phase 2b study in severe preeclampsia is ongoing in the us 
with glaxosmithkline’s “gsk” digibind® 
partner   not applicable
market    us market alone has the potential to be worth up to 5 billion 
for preeclampsia 

900 million for severe preeclampsia
intellectual property  worldwide patent applications ﬁ led by glenveigh for the use of 
digoxin immune fab for the treatment of preeclampsia and eclampsia
    digoxin immune fab are complex ovine based biological products 
providing protection from generic competition
digoxin immune fabs such as protherics’ digifab™ and gsk’s digibind
®
 may have a role 
in the treatment of preeclampsia 
preeclampsia is a lifethreatening complication of pregnancy that occurs in about 5–8 
of pregnancies in the us preeclampsia is generally characterised by high blood pressure 
and if left unmanaged can lead to renal failure eclampsia and death of the mother it can 
also lead to the early delivery of the baby resulting in development abnormalities or death 
of the baby it is a major cause of admission of babies into neonatal intensive care units 
there are no approved therapies and few products in development to speciﬁ cally 
treat preeclampsia 
the cause of preeclampsia has not been conclusively identiﬁ ed however several 
vasoactive substances called endogenous digoxinlike factors “edlfs” have been 
found in the blood and placenta of women with preeclampsia these edlfs rapidly 
disappear following delivery of the baby coincident with the disappearance of the 
symptoms of preeclampsia digoxin immune fabs have been found to bind to known 
edlfs in vitro and may therefore have potential application in the treatment of 
preeclampsia through their neutralisation and removal from the body
a phase 2a study with digibind
®
 has been completed in the us in patients with severe 
preeclampsia after delivery of the baby six out of 13 patients required drugs to lower 
blood pressure compared to none in the digibind
®
 treatment group this result was 
statistically signiﬁ cant
a phase 2b double blind placebocontrolled study in 50 women with severe 
preeclampsia is ongoing with digibind
®
 in the us the primary assessments are the 
use of antihypertensive drugs and renal function time to delivery is being assessed 
as a secondary endpoint results are expected in ﬁ rst half of 2008
protherics plc
annual report 2007 12
0pthar07frontindd   12 19062007   145544 protherics plc
annual report 2007 13
prolarix
tm
 – targeted therapy for liver cancer and other 
selected solid tumours continued
a phase 1 study of prolarix™ is being run under the auspices of cancer 
research uk and 23 patients have been treated to date one patient had 
stable disease after receiving a relatively low dose of prolarix™ and 
received all six cycles of treatment the dose of tretazicar has been 
escalated several times but the maximum tolerated dose has not yet 
been reached further data should be available before the end of the 
year and the study is now expected to report in the ﬁrst half of 2008
the manufacture of tretazicar and caricotamide has been scaled up 
successfully and a nonclinical programme has been initiated to 
support a phase 2 study in primary liver cancer which is scheduled 
to start in the ﬁrst half of 2008 
angiotensin therapeutic vaccine – management of high 
blood pressure hypertension
protherics’ angiotensin therapeutic vaccine is designed to induce 
endogenous antibodies to angiotensin one of the key hormones involved 
in the regulation of blood pressure encouraging nonclinical and clinical 
results suggest that the binding of antibodies to angiotensin may be 
able to produce a clinically signiﬁcant reduction in blood pressure in 
hypertensive patients 
a new formulation of angiotensin therapeutic vaccine containing 
a novel adjuvant covaccine ht  acquired from covaccine bv in 
june 2006 has produced up to a tenfold improvement in antibody 
response in nonclinical studies protherics has completed the 
nonclinical safety testing of the covaccine ht adjuvant required 
to support phase 2 development and manufacturing scale up for the 
adjuvant and formulation development for the vaccine are ongoing 
protherics is planning to start a phase 2a study with the new 
formulation in early 2008 the goal of this study will be to conﬁrm 
that the new formulation increases levels of antiangiotensin 
antibodies in hypertensive patients and to establish whether this 
results in a reduction in blood pressure
the market for the treatment of high blood pressure is estimated to be in 
excess of us30 billion per annum and with positive phase 2a data our 
angiotensin therapeutic vaccine could provide another major outlicensing 
opportunity for protherics additionally our adjuvant is attracting 
considerable interest from several possible partners for other programmes
marketed products
crofab™ – pit viper antivenom
crofab™ is a polyclonal fab for the management of crotalid 
pit viper envenomations it is currently the only product marketed 
for these bites in the us where there are around 8000 pit viper 
bites reported each year we believe that crofab™ has captured 
more than half of a potential 70–80 million market opportunity and 
net revenues in the us are shared equally with our distributor fougera 
crofab™ sales were £141 million in the year compared to £115 million 
in the previous year this increase was achieved despite a weaker 
us dollar the corresponding sales in us dollars were 269 million 
against 204 million in the prior year a 32 increase
digifab™ – treatment for digoxin overdose
digifab™ is a polyclonal fab for the treatment of toxicity due to digoxin 
overdose and is now the market leader in this indication in the us 
the market is estimated to be worth approximately us25 million 
per annum fougera’s sales continue to increase
business review chief executive’s review continued
0pthar07frontindd   13 19062007   145547 protherics plc
annual report 2007 14
product focus oncogel
tm
for oesophageal and primary brain cancers
technology   injectable sustainedreleased paclitaxel formulation for 
locoregional therapy
franchise  cancer 
development status  phase 2b study in oesophageal cancer is planned to start in second 
half of 2007
    phase 12 study in brain cancer is expected to report in second half 
of 2008
partner    protherics has exclusive development and commercialisation rights 
in north america
    diatos sa has exclusive rights outside of north america 
excluding korea and mexico
market    market potential estimated at more than us300 million for both 
indications in the us
intellectual property  a patent family has been ﬁ led under pct regulations in all major 
world territories patents expected to expire from 2014
oncogel™ is a novel injectable formulation of paclitaxel a commonly used cancer 
treatment it is designed for local administration where it is able to deliver high 
concentrations of paclitaxel for up to six weeks oncogel™ is being investigated in 
two lead indications oesophageal and primary brain cancers 
oesophageal cancer 
the american cancer society has estimated that around 15000 new cases of 
oesophageal cancer are reported in the us each year and the majority of patients present 
with dysphagia difﬁ culty in swallowing as a result more than 50 of patients suffer 
serious weight loss as they are unable to eat properly severely impacting on their quality 
of life a major goal of current therapy is to control locoregional disease to enable 
curative resection and improve surgical outcomes despite current therapy there remains 
a large unmet need for a more effective therapy
a phase 2a study in inoperable oesophageal cancer in which oncogel™ was given with external 
beam radiation for the treatment of dysphagia has been completed in europe and the us in this 
study where oncogel™ was injected directly into the primary tumour it reduced tumour bulk in 
the majority of patients in the future this may allow more patients to become candidates for 
surgical resection in addition to improving the management of their cancer a phase 2b 
study of oncogel™ in potentially operable oesophageal cancer patients in combination 
with chemoradiotherapy will commence in the second half of 2007
brain cancer 
treating brain cancer is extremely challenging due to the inability of most chemotherapeutic 
agents to cross the bloodbrain barrier where feasible the primary therapy for patients 
with primary brain tumours is surgical debulking oncogel™ is being developed for the 
treatment of primary brain cancers such as glioblastoma multiforme “gbm” either 
postsurgery by injecting oncogel™ into the tumour cavity to try to kill residual tumour cells 
or directly into the tumour in patients with inoperable tumours about 19000 cases of 
primary brain cancer are diagnosed in the us each year of which 60 are the most 
malignant form gbm 
oncogel™ has demonstrated encouraging dose dependent activity in nonclinical models 
of brain cancer a phase 12 study is ongoing in the us to investigate the safety and tolerability 
of oncogel™ when administered into the cavity produced after a tumour is surgically removed 
data from this study will determine the dose to be used in future studies of patients with 
primary or recurrent gbm preliminary data is expected to be available from the ﬁ rst dose 
cohort in the second half of 2007 and data from all patients in second half of 2008
0pthar07frontindd   14 19062007   145559 protherics plc
annual report 2007 15
digifab™ – treatment for digoxin overdose continued
however as previously reported fougera has reduced its orders from 
us to better align its stock holding with sales as a result our revenues 
declined to £27 million in the year from £38 million in us dollars sales 
declined to 51 million from 67 million a decrease of 24 we believe 
that fougera has now worked through much of its excess inventory and 
it  has increased its orders for the current ﬁnancial year 
the european market can provide a further opportunity to grow 
digifab™ sales and protherics anticipates receiving marketing 
approval in the uk in the second half of 2007 with subsequent 
approvals in europe over the following six to twelve months 
we announced an agreement with roche pharmaceuticals to 
replace its niche digoxin antidote product digitalis antidot
®
 with 
digifab™ in those countries where it is currently available digifab™ 
will be marketed via our licensee beacon pharmaceuticals in most 
mainland european countries and by protherics in certain other 
countries in the meantime we are making digifab™ available 
in some eu countries on a named patient basis
operations
we are proud to have achieved the successful scale up of the cytofab™ 
manufacturing process which utilises some of the largest chromatography 
columns of their kind in the world this work at our facility in wales has 
however necessitated the rescheduling of the manufacture of fda 
qualiﬁcation batches of crofab™ using our new process and we now 
expect approval of the revised crofab™ process in the us in 2009
the integration of macromed is now complete and we expect to have 
completed construction of our new manufacturing facility in salt lake city 
in the third quarter of 2007 we aim to have good manufacturing practice 
material available from the new facility using the commercial process 
for use in the oncogel™ phase 3 study in oesophageal cancer 
following the acquisition of macromed and the hiring of additional 
staff to support our expanded activities headcount has increased from 
213 in april 2006 to 271 in march 2007 
business outlook
our goal is to become a selfsustaining biopharmaceutical business 
developing and selling our own cancer and critical care products 
our recent fundraising together with the further milestone payment 
received in april 2007 from astrazeneca on cytofab™ leaves our 
business in a strong ﬁnancial position we expect to deliver key newsﬂow 
on all our development programmes over the next 12–24 months 
as our pipeline matures including data from astrazeneca’s phase 2b 
study with cytofab™ in severe sepsis we plan to launch voraxaze™ 
in the us in late 2009 assuming regulatory approval and will 
regain the marketing rights to crofab™ and digifab™ in the us 
from fougera in late 2010 we continue to explore ways to leverage 
these opportunities to sell our own products in the us and europe 
in the future
andrew heath
chief executive ofﬁcer
our goal is to become a selfsustaining biopharmaceutical 
business developing and selling our own cancer and critical 
care products 
business review chief executive’s review continued
0pthar07frontindd   15 19062007   145602 product focus acadesine
for bcell chronic lymphocytic leukaemia “bcll”
technology  nucleoside analogue
franchise  cancer 
development status  clinical proof of concept study in bcll patients to begin in second 
half of 2007
partner    protherics has global exclusive development and 
commercialisation rights
    protherics is developing acadesine together with advancell
market    us and eu market potential estimated at 

250 million
intellectual property  a patent for the use in bcell proliferative diseases has been 
granted in the eu 2006 and is in prosecution in the us and 
other pct territories 
   granted orphan drug designation for bcll in the eu
acadesine is a novel nucleoside analogue that could be a promising new therapy for the 
treatment of bcll a haematological cancer where there is an excess of b–cells unlike 
existing chemotherapies for bcll acadesine has been shown ex vivo to selectively kill 
bcells whilst having only minimal toxicity to t cells this selectivity for bcells means that 
acadesine has the potential to reduce the risk of serious infection and other side effects 
seen with current chemotherapies 
bcll is the most frequently occurring type of leukaemia in the western world and 
accounts for about 40 of all leukaemias in those over 65 years of age it is very rare 
in those below the age of 30 years and it follows an extremely variable course with overall 
survival times ranging from months to decades bcll is considered incurable but temporary 
remission can be achieved with chemotherapies such as chlorambucil leukeran
®
 gsk 
ﬂ udarabine fludara
®
 schering or cladrabine leustatin
®
 ortho biotech and the monoclonal 
antibodies alemtuzumab mabcampath
®
 schering or rituximab mabthera
®
 roche 
either given alone or in combination
acadesine was well tolerated in 2000 patients when previously studied by another 
company in an unrelated indication we plan to initiate a proof of concept phase 12 
clinical study with advancell in second half of 2007 the study will investigate safety 
of acadesine pharmacokinetics and bcell selectivity in cancer patients and is expected 
to report in the second half of 2008
16
protherics plc
annual report 2007
0pthar07frontindd   16 19062007   145612 protherics plc
annual report 2007 17
we ended the ﬁ nancial year with £400 million 
in cash following our £382 million fundraising 
in january 2007 and excluding the £100 million 
milestone payment from astrazeneca our strong 
cash position together with our product revenues 
and anticipated cytofab
tm
 milestones provide us 
with the resources to progress our expanded pipeline
for ﬁ nancial sustainability
revenues 2007
 £311 million
2006 £177 million
gross profit 2007
 £198 million
2006 £64 million including exceptional costs 
of £14 million
loss before tax 2007
 £36 million
2006 £96 million
0pthar07frontindd   17 19062007   145647 protherics plc
annual report 2007 18
overview
results for the year to 31 march 2007 show a step change 
compared to the prior year revenues increased to £311 million 
from £177 million and although as expected operating expenses 
also increased signiﬁcantly we were able to deliver a much reduced 
loss after tax of £34 million 2006 £95 million
revenues
most areas of the business performed strongly in the year 
the £100 million receivable from astrazeneca related to a major 
cytofab™ manufacturing milestone and was fully recognised in 
the year a further £22 million related to amortisation of the initial 
upfront receipt of £163 million which is being spread over the 
expected period to marketing approval in total revenues from 
cytofab™ were £122 million compared to £07 million in the 
previous year
the components of the £311 million of revenue for the year ended 
31 march 2007 and the £177 million in the previous year are shown 
in the key performance indicators “kpi” tables on pages 19 and 20 
and are also discussed in the chief executive’s review on pages 7 to 15
cost of sales and gross proﬁt
cost of sales for the year was £113 million the same as in the 
previous year which included overheads of £14 million incurred 
during a planned shutdown to complete a major expansion of our 
facilities in wales these were shown as an exceptional cost net 
of these unabsorbed overheads the cost of sales for the prior year 
was £99 million on a likeforlike basis gross proﬁt on manufactured 
products increased to £72 million from £63 million this was driven 
by a particularly strong increase in crofab™ volumes helped by 
higher sales of voraxaze™ and was delivered despite the further 
weakening of the us dollar which lowers our revenues when translated 
into pounds sterling costs associated with cytofab™ are currently 
treated as rd expenditure including the revenues from cytofab™ 
and other items which have no associated cost of sales gross proﬁt 
for the year was £198 million against £64 million in the prior year 
administrative expenses
research and development expenditure increased to £140 million 
from £67 million as we committed resources to cytofab™ and 
undertook further work on voraxaze™ in support of regulatory ﬁlings 
the ﬁnal quarter of the ﬁnancial year also saw the effects of increased 
spending from the acquisition of macromed in january 2007 and the 
products inlicensed at the same time no research and 
development expenditure has been capitalised
general and administrative spending also increased to £102 million 
from £92 million reﬂecting the increasing size of the business and 
the acquisition of macromed the increase in expenditure was offset 
by gains on foreign currency positions of £07 million and reduced 
share option costs of £05 million
finance income and costs
finance income increased to £12 million from £04 million due 
to the increased levels of cash and cash equivalents on deposit 
following receipt of funds from astrazeneca towards the end of 
the prior ﬁscal year and the fundraising completed in january 2007 
finance costs remain at £04 million comprised of the costs of the 
remaining balance of convertible loan notes which were issued to 
ﬁnance the acquisition of enact pharma plc “enact” in 2003 and 
charges on ﬁnance leases
barry riley finance director
business review financial review
most areas of the business performed well in the year 
we approach the future in the knowledge that the ﬁnancial 
resources available to the company have never been stronger
0pthar07frontindd   18 19062007   145702 protherics plc
annual report 2007 19
results before and after tax
loss before tax for the year was £36 million compared to a loss 
before tax of £96 million in the previous year a tax credit on research 
and development expenditure of £03 million has been taken compared 
to a credit of £01 million in the prior year loss for the year after tax 
was £34 million compared to £95 million in the previous year
balance sheet
noncurrent assets increased to £406 million from £186 million 
at the end of the prior year largely as a result of the acquisition 
of macromed in january 2007 together with continued investment 
in property plant and equipment current assets show a signiﬁcant 
increase to £666 million from £416 million cash and cash equivalents 
were £400 million up from £254 million as a result of the fundraising 
completed earlier in the year while trade and other receivables increased 
to £151 million from £45 million showing the £100 million milestone 
from astrazeneca which was received in april 2007 
total liabilities decreased to £308 million from £338 million 
the release of deferred income to revenues mostly from the initial 
payment received from astrazeneca has more than offset the 
increases in ﬁnance lease obligations which have ﬁnanced the 
equipment purchases
share capital and share premium have increased by a total of 
£508 million over the previous year as a result of the fundraising 
acquisition of macromed and inlicensing agreements completed in 
january 2007 further shares to be issued as a result of the acquisition 
amount to £13 million and are included as a component of total 
equity which was £765 million at 31 march 2007 up from £264 million 
at the prior year end 
liquidity and cash ﬂow
in addition to protherics’ main sources of revenue explained above 
we have raised further funds from shareholders as investment 
opportunities have arisen and in january 2007 completed a 
£382 million gross fundraising the proceeds are intended to 
support the development of oncogel™ and progress development 
of the intellectual property inlicensed from glenveigh and advancell 
we use lease ﬁnancing to fund capital equipment where appropriate 
with total obligations of £33 million at 31 march 2007 
the acquisition of enact in 2003 was accomplished largely by the 
issue of a £72 million convertible loan note which if unconverted 
would be repayable in 2010 much of this has already been converted 
into ordinary shares and £21 million remained outstanding at 
31 march 2007 other borrowings remain modest at £02 million
operating loss for the year was £44 million compared to £95 million 
in the prior year this along with the recording of the £100 million 
milestone from astrazeneca in march 2007 which was not received 
until april 2007 and the reduction in payables due to the recognition 
of a portion of the upfront £163 million has resulted in a net cash 
outﬂow from operating activities of £158 million in the year the previous 
year showed cash inﬂow from operating activities of £126 million 
due to the treatment of the majority of the upfront payment as 
deferred income 
cash invested in property plant and equipment decreased to 
£12 million from £20 million in the previous year while £41 million 
was expended on the inlicensing of intellectual property largely 
from glenveigh and advancell the issue of shares produced a 
net £362 million against £80 million in the prior year
us derived revenues
us derived revenues show the underlying sales performance 
in us dollars and the effects of translating these into sterling
year to 31 march 2007  2006
  usm £m usm £m
crofab™ 269 141 204 115
digifab™ 51 27 67 38
viperatab™ 06 03 02 01
  326 171 273 154
average exchange   
rate £ 191  177
other revenues
other revenues show the buildup of the balance of our revenues
    2007 2006 
    £m £m
cytofab™   122 07
voraxaze™   14 08
bse™   03 05
other   01 03
    140 23
us derived   171 154
total revenues   311 177
key performance indicators
the board of directors evaluates the performance of the company by measuring a number of kpis
0pthar07frontindd   19 19062007   145702 protherics plc
annual report 2007 20
cash and cash equivalents were £400 million at the end of the year 
up from £254 million at the previous year end we invest our cash 
resources in deposits with banks with the highest credit ratings 
putting security before absolute levels of return
currency effects
crofab™ and digifab™ revenues arise substantially in us dollars 
while manufacturing and administrative costs were largely in sterling 
and australian dollars we continue to manage currency exposures 
using foreign exchange contracts on a rolling twelve month basis 
the difference between the fair value of these contracts at each year 
end together with any other exchange gains or losses is reﬂected 
in administrative expenses for the year although the foreign exchange 
contracts therefore lock in expected cash receipts they do not 
determine the rate used to translate these revenues in the income 
statement which depends on the average actual rate over the year 
the effective overall translation rate applied to these us dollar revenues 
in the year was approximately £191 against £177 in the previous 
year in the future following the acquisition of macromed the proportion 
of expenditure incurred in us dollars is expected to increase 
providing a higher level of internal hedging of currency exposures
financial outlook
crofab™ orders remain strong and digifab™ orders from fougera 
are expected to recover sales of digifab™ in europe are also 
expected to increase as the anticipated marketing approvals are 
achieved further milestone payments from astrazeneca are scheduled 
as clinical trials of cytofab™ are undertaken while voraxaze™ 
revenues are expected to increase modestly as we start to distribute 
it on a compassionate use basis in the us through the cost recovery 
programme more substantial increases await final marketing 
authorisation from the regulatory authorities which could occur 
in the us in 2009
as the planned rd programme continues we anticipate a further 
increase in expenditures in the coming year however we approach 
the future in the knowledge that the ﬁnancial resources available to 
the company have never been stronger
barry riley
finance director
business review financial review continued
our income from crofab™ and digifab™ is recognised in two stages 
as we ship product to our distributor fougera and as a royalty on their 
product sales     
    2007 2006
crofab™  
cartons shipped   23321 19201
revenue on shipment   £96m £79m
royalty on fougera’s sales  £43m £34m
other sales   £02m £02m
digifab™
cartons shipped   14235 27923
revenue on shipment   £12m £26m
royalty on fougera’s sales  £13m £11m
other sales   £02m £01m
margin on manufactured products
margin on manufactured products shows the effects of yield changes 
and product mix on gross proﬁt
    2007 2006 
    £m £m
revenues   185 162
cost of sales excluding  
exceptional closedown costs  113 99
gross proﬁt before  
exceptional closedown costs  72 63
gross margin before  
exceptional closedown costs  389 389
  revenues include sales of crofab™ digifab™ viperatab™ and voraxaze™
  cost of sales in 2006 is stated before £14 million of exceptional costs associated with 
the major shutdown incurred to qualify our expanded manufacturing facility in wales
key performance indicators continued
0pthar07frontindd   20 19062007   145703 protherics plc
annual report 2007 21
business review principal risks and uncertainties
competitive environment 
some of protherics’ revenue streams have direct competitors 
such as digibind
®
 gsk’s competitor to digifab™ and increasing 
competition in the transmissible spongiform encephalopathy testing 
market in other cases alternative technologies may be developed 
which could compete or prove superior to our other products or product 
candidates we also face competition for possible product acquisitions
intellectual property 
we may not be able to secure the necessary intellectual property 
rights in relation to products in development other companies may 
have patents which limit our ability to exploit our rd efforts and 
there are risks of challenge to our existing patent portfolio
regulatory environment 
the pharmaceutical industry is heavily regulated new products 
will generally need several phases of preclinical and clinical studies 
before marketing approval and may require approvals in several 
jurisdictions it is often difﬁcult to anticipate the requirements of the 
various regulatory authorities which can evolve with time frequently 
making the approval process more costly and lengthier than initially 
estimated or even resulting in the abandonment of an application 
for approval the manufacturing of pharmaceutical products is also 
closely regulated with frequent inspections from the agencies failure 
to maintain the necessary approvals could result in an inability to 
supply the market with consequent loss of revenues 
manufacturing risk
we rely on certain third party contractors for the supply of key 
materials and services such as ﬁlling and freezedrying the end 
product the ﬁlling and freezedrying process in particular carries 
with it risks of failure and loss of product problems at contractors’ 
facilities may result in delays and disruptions in supplies some of 
these materials and services may be available from one source only 
and regulatory requirements can make the substitution costly and 
timeconsuming our polyclonal antibody products rely on serum 
produced from our sheep ﬂocks in australia which could be subject 
to disease outbreaks we also rely on our single site in wales for 
supply of manufactured product with the consequent possibilities 
for disruption in supplies 
rd risk
there is always a risk that drugs under development will fail potential 
products may show unacceptable levels of toxicity or may not prove 
effective in clinical trials in addition it may not prove possible to 
attract a suitable outlicensing partner for some of our potentially 
larger market opportunities which generally need a higher level of 
investment in phase 3 clinical studies than we may be able to 
commit from our own resources
0pthar07frontindd   21 19062007   145703 protherics plc
annual report 2007 22
board of directors 
andrew heath chief executive ofﬁcer
stuart wallis nonexecutive chairman saul komisar president protherics inc john brown nonexecutive director
james christie operations director barry riley finance director
garry watts nonexecutive director jacques gonella nonexecutive director bryan morton nonexecutive director
0pthar07frontindd   22 19062007   145846 protherics plc
annual report 2007 23
executive directors
andrew john heath md phd chief executive ofﬁcer 59
andrew heath holds a md and phd from sweden’s gothenburg university 
after a career in research and clinical medicine at vanderbilt university 
he joined the pharmaceutical industry in 1989 dr heath has held both rd 
and commercial positions with glaxo and astra in europe and the us 
he served as chief executive ofﬁcer at aerogen inc from 1996 joining 
therapeutic antibodies inc as chief executive ofﬁcer in march 1998 he 
continued as chief executive ofﬁcer upon the formation of protherics in 
1999 following the merger of therapeutic antibodies inc and proteus 
international plc dr heath is a nonexecutive director of xl techgroup inc 
and the bioindustry association
barrington marshall riley ba fca finance director 58
after qualifying as a chartered accountant barry riley joined the 
bowater organisation where he had responsibility for the ﬁnance function 
at several operations from there he moved to fmc corporation the us 
conglomerate where he had general management and ﬁnance responsibilities 
for a speciality chemical operation and also oversaw the head ofﬁce ﬁnance 
function for all uk operations he joined proteus international plc in 1995 
as finance director and was closely involved in the merger with therapeutic 
antibodies inc in 1999 he played a major part in the negotiations with 
astrazeneca leading to the licensing agreement in december 2005 more 
recently he was closely involved in the acquisition of macromed together 
with the product inlicensing and fundraising completed in january 2007 he 
is a trustee of the protherics pension scheme and a nonexecutive director 
of tyratech inc
james campbell christie bsc mba operations director 49
james christie joined the biopharmaceutical industry in 1980 and has 
worked with gsk celltech and centocor bv before joining therapeutic 
antibodies inc in 1998 he was appointed to the protherics’ board in 
september 1999 he has management responsibility for manufacturing 
quality process development and technical support operations in australia the 
uk and salt lake city he is also a trustee of the protherics pension scheme 
mr christie played a major part in the negotiations with astrazeneca leading to 
the licensing agreement in december 2005 and more recently in establishing 
the manufacturing operation for oncogel™ after the macromed acquisition 
in january 2007
saul komisar mba bs president protherics inc 38
saul komisar joined therapeutic antibodies inc in december 1996 
prior to its merger with proteus international plc to form protherics plc having 
spent the previous six years working in corporate ﬁnance and banking 
specialising in the healthcare industry he has served as president of 
protherics inc since november 2000 and was appointed to the board of 
protherics plc in april 2007 mr komisar has responsibility for protherics’ 
us operations he holds a mba from the owen graduate school of 
management at vanderbilt university and holds a nonexecutive position 
with franklin synergy bank a us commercial retail bank
nonexecutive directors
stuart michael wallis fca cta nonexecutive chairman 61
stuart wallis became chairman of therapeutic antibodies inc in september 1998 
and in 1999 following the merger of therapeutic antibodies inc and proteus 
international plc he became chairman of protherics he was previously the 
chief executive ofﬁcer of fisons plc and chairman of communisis plc and 
is currently chairman of plethora solutions holdings plc the simply 
smart group ltd tsl education ltd bcs global networks ltd and 
lgc group holdings plc
john robert brown phd frse mba 52
john brown joined the board of protherics in march 2004 and was 
previously the chief executive ofﬁcer of acambis plc having previously 
held the position of finance director he is currently the chairman of the 
roslin institute and scottish biomedical ltd he is a nonexecutive director 
of several companies including vectura group plc and ardana plc he is a 
member of the dti technology strategy board
jacques gonella phd 65
jacques gonella joined the board of protherics in january 2007 following 
the acquisition of macromed inc now protherics salt lake city inc prior 
to the acquisition he was a nonexecutive director of macromed joining its 
board in 1999 in connection with an equity investment in the company he is 
the principal in the consulting ﬁrm of jg consulting ag and is the founder of 
permatec which merged with mediject in 2001 to form antares pharma inc 
a us public device company dr gonella also serves as chairman of 
the board of directors of antares pharma prior to founding permatec 
he founded jago pharma ag in 1983 and served as its president and 
chief executive ofﬁcer until its acquisition in may 1996 by skyepharma plc 
before founding jago he occupied various positions with f  hoffmann la 
roche ltd and pﬁzer inc between 1968 and 1979 he holds a doctorate in 
analytical chemistry from the polytechnic institute of lausanne switzerland
bryan geoffrey morton bsc mba 51
bryan morton joined the board of protherics in july 2005 he has a bsc in 
pharmacology from aberdeen university and a mba from durham university 
mr morton began his pharmaceutical career in sales and has held positions in 
medical information marketing sales management business development and 
general management during a 29 year career in the healthcare industry largely 
with merck and co inc and bristol myers squibb he has lived and worked in 
the uk usa australia and belgium and in 2003 founded zeneus pharma 
which was sold to cephalon inc in late 2005 following the sale of zeneus 
pharma mr morton founded and is ceo of a new speciality pharmaceutical 
company eusa pharma inc which has ofﬁces in the eu and usa he is 
a nonexecutive director of aircraft medical ltd a medical device company 
and is a member of the pilgrim software global advisory board
garry watts fca 50
garry watts joined the board of protherics in february 2004 and is currently 
the chief executive ofﬁcer of ssl international plc having previously held 
the position of finance director and managing director for europe he is 
also a nonexecutive director of the mhra where he chairs the audit and risk 
committee previously mr watts held executive directorships at celltech group plc 
and medeva plc he is a chartered accountant and was previously a partner 
with kpmg leading the uk healthcare and life science practice
0pthar07frontindd   23 19062007   145847 protherics plc
annual report 2007 24
the directors present their annual report on the affairs of the group together with the audited financial statements for the year ended 31 march 2007
activities
the company is the parent company of the protherics’ group the principal activity of the group is the research development manufacture and sale 
of pharmaceutical products and potential drugs for use in the treatment of human diseases
the subsidiary and associated undertakings principally affecting the proﬁts or net assets of the group in the year are listed in note 15 to the financial statements
business review
a review of the business of the group including a list of the principal risks and uncertainties facing the group is set out in the chairman’s statement and the 
business review on pages 3 to 21 the chairman’s statement and the business review also include details of expected future developments in the business 
of the group and an indication of its activities in the ﬁeld of research and development key ﬁnancial performance indicators are contained on pages 19 and 20 
of the business review information on social ethical and environmental matters is included in the corporate social responsibility statement on page 40
certain statements in the chairman’s statement and the business review are forwardlooking statements by their nature forwardlooking statements involve a 
number of risks uncertainties or assumptions actual results or events may differ materially from those expressed or implied by the forwardlooking statements and 
could adversely affect the outcome and ﬁnancial effects of the plans and events described in the chairman’s statement and the business review such forwardlooking 
statements based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future undue reliance should 
not therefore be placed on the forwardlooking statements included in the chairman’s statement and the business review
research and development
the group continues to carry out research and development as detailed in the business review total research and development expenditure for the group 
and company during the year was £13978000 and £33000 respectively 2006 £6747000 and £33000 respectively
dividends
the directors do not recommend the payment of a dividend for the year ended 31 march 2007 2006 £nil
directors
the directors of the company who held ofﬁce throughout the year unless otherwise stated and subsequent changes are as follows
executive directors   nonexecutive directors
andrew heath chief executive ofﬁcer
2 
  stuart wallis chairman
1 6
barrington riley finance director   john brown senior independent director
2 4 5
 
james christie operations director   jacques gonella appointed 24 january 2007
2 6
 
      bryan morton
2 4 6
 
      garry watts
2 3 6
1
 chairman of nomination committee 
2 
member of nomination committee 
3 
chairman of audit committee 
4 
member of audit committee 
5 
chairman of remuneration committee 
6 
member of remuneration committee
on 26 april 2007 saul komisar was appointed a director of the company mr komisar is president of protherics inc
barrington riley will retire as a director of the company in august 2007 
john brown and garry watts retire by rotation at the next annual general meeting and being eligible offer themselves for reelection jacques gonella 
and saul komisar will stand for election at the next annual general meeting having been appointed since the previous meeting
biographical details of the directors are given on page 23
directors’ report 
0pthar07backindd   1 19062007   145321 protherics plc
annual report 2007 25
directors’ interests
the directors who held ofﬁce at 31 march 2007 had the following interests in the shares and 6 convertible unsecured loan notes issued by the company
   6 convertible 
 ordinary shares  loan notes
        31 march 31 march 31 march 31 march 
        2007 2006 2007 2006 
        number number £ £
j r brown        22500 20000  — —
j c christie        31885 28343  — — 
j gonella        8245815 — — —
a j heath        389810 346498  24242 24242 
b g morton       — — — —
b m riley        33771 30019  15151 15151 
s m wallis        566689 503424  60606 60606 
g watts        — — — —
        9290470 928284  99999 99999 
all directors’ interests in ordinary shares are beneﬁcial
as at 4 june 2007 being the latest practicable date before the signing of these accounts there have been no changes to the above directors’ interests in the 
ordinary shares or convertible loan notes of the company
details of directors’ emoluments and share options are provided in the directors’ remuneration report on pages 33 to 39
substantial shareholdings
so far as is known to the company the only persons who directly or indirectly were interested in 3 or more of the company’s share capital as at  
30 may 2007 were as follows
          number  percentage of 
          of shares  issued capital
morley fund management         40915454 1206
invesco perpetual         37100586 1094
axa framlington investment managers         32102781 946
insight investment management         20585656 607
legal  general investment management         12028852 355
mg investment management         11281189 333
astrazeneca ireland operations         10990621 324
artemis investment management         10656964 314
creditor payment policy
it is the group’s policy to agree payment terms with suppliers at the commencement of trading relationships and to abide by those terms details of the 
average trade terms during the year are outlined in note 19 to the financial statements
financial instruments
the company’s accounting policy in respect of ﬁnancial instruments can be found in note 2 to the financial statements
0pthar07backindd   2 19062007   145321 protherics plc
annual report 2007 26
share capital
details of shares issued during the year and outstanding options are given in note 24 to the financial statements
policy on employee involvement
brieﬁng and consultative procedures exist throughout the group to keep employees informed of general business issues and other matters of concern 
all uk employees with a minimum of six months’ service are given the opportunity to join the company’s savings related share option scheme
policy on disabled employees
applications for employment made by disabled persons are always fully considered bearing in mind the aptitudes of the applicant concerned every effort 
is made to provide the same opportunities to disabled persons and to those employees becoming disabled during their employment as to others
charitable and political donations
charitable donations of £150 were made during the year 2006 £160
auditors and disclosure of information to auditors
the directors who held ofﬁce at the date of approval of this directors’ report conﬁrm that so far as they are each aware there is no relevant audit information 
of which the company’s auditors are unaware and each director has taken all the steps that they 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
pricewaterhousecoopers llp resigned as auditors during the year and the directors appointed kpmg audit plc to ﬁll the casual vacancy arising a resolution 
to reappoint kpmg audit plc is to be proposed at the annual general meeting in accordance with section 384 of the companies act 1985 special notice has 
been given for this resolution pursuant to section 388 of the companies act 1985
annual general meeting
the 2007 annual general meeting of the company will be held at the ofﬁces of ashurst broadwalk house 5 appold street london ec2a 2ha on 
thursday 26 july 2007 at 12 noon the notice of annual general meeting together with a detailed explanation of the business to be transacted at the 
meeting is contained on pages 72 to 75
by order of the board
julie vickers registered ofﬁce
secretary the heath business and technical park
4 june 2007 runcorn
 cheshire wa7 4qx
 registered in england no 2459087
directors’ report continued
0pthar07backindd   3 19062007   145321 protherics plc
annual report 2007 27
the directors are responsible for preparing the annual report and the group and parent company financial statements in accordance with applicable law 
and regulations
company law requires the directors to prepare group and parent company financial statements for each ﬁnancial year under that law they are required 
to prepare the group financial statements in accordance with international financial reporting standards “ifrss” as adopted by the eu and applicable 
law and have elected to prepare the parent company financial statements on the same basis 
the group and parent company financial statements are required by law and ifrss as adopted by the eu to present fairly the ﬁnancial position of the 
group and the parent company and the performance for that period the companies act 1985 provides in relation to such financial statements that 
references in the relevant part of that act to financial statements giving a true and fair view are references to their achieving a fair presentation
in preparing each of the group and parent company financial statements the directors are required to
 select suitable accounting policies and then apply them consistently
 make judgements and estimates that are reasonable and prudent
 state whether they have been prepared in accordance with ifrss as adopted by the eu and
  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue 
in business
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the ﬁnancial position of the parent 
company and enable them to ensure that its financial statements comply with the companies act 1985 they have general responsibility for taking such 
steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities
under applicable law and regulations the directors are also responsible for preparing a directors’ report directors’ remuneration report and corporate 
governance statement that comply with that law and those regulations
the directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the company’s website legislation 
in the uk governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions
statement of directors’ responsibilities 
in respect of the annual report and the financial statements
0pthar07backindd   4 19062007   145321 protherics plc
annual report 2007 28
principles statement
the board is committed to high standards of corporate governance in accordance with the listing rules the company is required to comply with the 
financial reporting council “frc” combined code on corporate governance issued in july 2003 the combined code set out below is a statement 
of how the principles of the combined code were applied the statement of directors’ responsibilities in preparing the accounts is set out on page 27 
and the statement from the auditors on their reporting responsibilities is set out on page 41
the board of directors
the group is controlled through the board of directors of the company the board’s main roles are to create value for shareholders to provide leadership 
to the group approve its strategic objectives and to ensure that the necessary ﬁnancial and other resources are made available to enable it to meet those 
objectives the board which meets at least nine times a year has a deﬁned schedule of matters reserved for decision by it
the speciﬁc responsibilities reserved to the board include setting overall group strategy approving major capital expenditure or other commitments 
including any substantial transactions consideration of major ﬁnancing matters of the group overseeing the system of risk management considering 
key appointments within the group and approving annual and interim financial statements the board also approves the annual budgets and monitors 
performance against this budget control of research and development business development sales and marketing and corporate affairs is delegated 
through the chief executive to senior executives who submit monthly reports to the board j c christie has overall responsibility for operations and control 
of operational matters is delegated through him to senior managers at each of the company’s sites in wales australia and salt lake city
as at 31 march 2007 the board comprised ﬁve nonexecutive directors including the chairman and three executive directors the names of the 
current directors together with their biographical details are set out on page 23 of this report with the exception of j gonella who was appointed as 
a nonexecutive director on 24 january 2007 all the above directors served throughout the period under review in addition s komisar was appointed 
a director on 26 april 2007
the division of responsibilities between the chairman of the board and the chief executive is clearly deﬁned and has been approved by the board
the chairman leads the board in the determination of its strategy and in the achievement of its objectives the chairman is responsible for organising the 
business of the board ensuring its effectiveness and setting its agenda the chairman has no involvement in the daytoday business of the group the chairman 
facilitates the effective contribution of nonexecutive directors and constructive relations between executive and nonexecutive directors ensuring directors 
receive accurate timely and clear information the chairman gives feedback to the board on issues raised by major shareholders
the chief executive has direct charge of the group on a daytoday basis and is accountable to the board for the ﬁnancial and operational performance 
of the group
the company regards s m wallis j r brown g watts and b g morton as independent nonexecutive directors and these directors constructively challenge 
and help develop proposals on strategy and bring strong independent judgement knowledge and experience to the board’s deliberations the independent 
directors are of sufﬁcient calibre and number that their views carry signiﬁcant weight in the board’s decision making j r brown is the senior independent 
director as senior independent director he is available to shareholders if they have concerns where contact through the normal channels of chairman 
chief executive or finance director has failed to resolve matters or for which such contact would be inappropriate 
the chairman ensures that all directors go through an induction process on joining the board continuing training is provided as and when necessary 
training requirements are identiﬁed as part of the annual appraisal process there is an agreed procedure whereby any of the directors may take independent 
professional advice at the company’s expense in the furtherance of their duties all directors also have access to the advice and services of the 
company secretary
the company held eleven board meetings during the year ended 31 march 2007 all members of the board are supplied in advance with appropriate 
information covering matters which are to be considered including monthly management accounts and regular management reports which enables them 
to scrutinise the group’s and management’s performance against agreed objectives
the record of board attendance during the year ended 31 march 2007 was
          number of  total 
          meetings  number of 
          attended  meetings
j r brown          11 11
j c christie          11 11
j gonella         3 3
a j heath          11 11
b g morton          11 11
b m riley          11 11
s m wallis          11 11
g watts          11 11
the board has established a formal process led by the chairman for the annual evaluation of the performance of the board its principal committees 
and its individual directors using a detailed evaluation checklist based on the higgs evaluation guidance the performance of the chairman was reviewed 
by the senior independent director the directors are made aware that their performance will be subject to an evaluation on appointment
the company’s articles of association require directors to stand for election by shareholders at the ﬁrst annual general meeting after their appointment 
and for reelection every three years
corporate governance 
0pthar07backindd   5 19062007   145321 protherics plc
annual report 2007 29
the board of directors continued
nonexecutive directors j r brown and g watts who are proposed for reelection at the next annual general meeting receive payment under letters 
of appointment which are terminable by three months’ notice by either party j r brown is senior independent director and chairman of the remuneration 
committee g watts is chairman of the audit committee having been appointed since the previous annual general meeting j gonella and s komisar 
will step down from the board at the next annual general meeting and are standing for election j gonella receives payment under a letter of appointment 
which is terminable by three months’ notice from either party and s komisar has a service contract which provides for a notice period of three months 
from the director and twelve months from the company
nomination committee
a nomination committee has been established to recommend the appointment of new directors to the board and to make recommendations on board 
composition and balance although the board’s practice is to use an external recruitment agent in appointing nonexecutive directors an agency was not 
used in the case of j gonella who was appointed to the board on 24 january 2007 his appointment was made on the basis of his considerable knowledge 
of macromed inc a company acquired by protherics in january 2007 of which he was a nonexecutive director and his extensive experience in the 
pharmaceutical industry s komisar’s appointment to the board on 26 april 2007 recognises the importance of his role as president of protherics inc 
bringing signiﬁcant knowledge and experience of the us commercial environment to the board as the company expands its operations in the us
during the year the committee comprised j r brown j gonella appointed 24 january 2007 a j heath b g morton and g watts and was chaired by s m wallis 
and the contribution of all members of the committee was in line with expectations the terms of reference of the committee have been documented and 
agreed by the board the full text of the terms of reference is available in the investor relations section of the company’s website wwwprothericscom 
the key terms are as follows
   to review and evaluate the board structure size balance of skills and composition and make recommendations to the board with regard to adjustments 
that are deemed necessary
  consider succession planning for directors and other senior executives and
  prepare a description of the roles and capabilities required for a particular appointment be responsible for identifying and nominating candidates for 
approval of the board to ﬁll board vacancies as and when they arise as well as put in place plans for succession in particular of the chairman and the 
chief executive
the record of attendance during the year ended 31 march 2007 was
          number of  total 
          meetings  number of 
          attended  meetings
j r brown          2 2
j gonella         — —
a j heath          1  1
b g morton          2 2
s m wallis          2  2
g watts          2  2
before selecting new appointees the nomination committee considers the balance of skills knowledge and experience on the board to ensure that 
a suitable balance is maintained all job speciﬁcations prepared include details of the time commitments expected in the role
s m wallis has other commitments outside the company as documented on page 23 the board does not consider that these commitments represent 
an impediment to proper performance of his role as chairman of the company
details of directors’ service contracts are given in the remuneration report on page 35 the terms and conditions of appointment of the directors are 
available for inspection by any person at the company’s registered ofﬁce during normal business hours and at the annual general meeting for 15 minutes 
prior to the meeting and during the meeting
0pthar07backindd   6 19062007   145322 protherics plc
annual report 2007 30
directors’ remuneration committee
the company’s remuneration committee comprises j gonella appointed 24 january 2007 b g morton s m wallis and g watts and is chaired by j r brown 
the committee meets at least once a year to review the group’s policy on directors’ remuneration and advise the board on the salaries and beneﬁts of 
executive directors and the executive team the full terms of reference of this committee have been documented and are available in the investor relations 
section of the company’s website wwwprothericscom the key terms are as follows
  determine the policy for the remuneration of the executive directors and the executive team and review the ongoing appropriateness and relevance 
of such remuneration policy
   determine total individual remuneration of the executive directors and the executive t eam including bonuses incentive payments pension and other beneﬁts
   determine the annual bonus arrangements for the executive directors and the executive team and review bonus arrangements recommended by the 
chief executive ofﬁcer for senior management within the business
   review the design of all share incentive plans for approval by the board and shareholders for any such plans determine each year whether awards will 
be made and if so the overall amount of such awards the individual awards to executive directors and other senior executives and the performance 
targets to be used and
  review any major changes to pension schemes prior to submission to and approval by the appropriate boards of trustees
the record of attendance during the year ended 31 march 2007 was
          number of  total 
          meetings  number of 
          attended  meetings
j r brown          3  3
j gonella         1 1
b g morton          3  3
s m wallis          3  3
g watts          3  3
by invitation  
a j heath          2 2
the board has discussed the composition of the remuneration committee and is satisﬁed that the directors who are members of this committee are those 
who are best able to contribute to the committee’s objectives although not considered by the board to be independent the board believes that j gonella 
brings with him substantial knowledge and experience of the pharmaceutical business which assists the committee in discharging its duties the remaining 
four members of the committee are considered to be independent
the remuneration report which includes details of the group’s remuneration policy is set out on pages 33 to 39 of the annual report
corporate governance continued
0pthar07backindd   7 19062007   145322 protherics plc
annual report 2007 31
audit committee
during the year the audit committee comprised of nonexecutive directors j r brown b g morton and g watts who acted as chairman of the committee
the committee has at least one member possessing recent and relevant ﬁnancial experience g watts a chartered accountant was group finance director 
of ssl plc between 2001 and 2004 and prior to that a partner at chartered accountants kpmg it can be seen from the directors’ biographical details 
appearing on page 23 that the other members of the committee bring to it a wide range of experience from positions at the highest level
the terms of reference of the audit committee have been documented and agreed by the board the full text of the terms of reference are available in the 
investor relations section of the company’s website wwwprothericscom the committee’s duties include
 monitoring the integrity of the group’s financial statements and any formal announcement relating to the group’s performance
 reviewing signiﬁcant accounting judgements contained within the group’s financial statements
   monitoring the effectiveness of the external audit process and making recommendations to the board in relation to the appointment reappointment 
and remuneration of the external auditor
 ensuring that an appropriate relationship between the group and the external auditors is maintained including reviewing nonaudit services and fees
  reviewing annually the group’s system of internal control and the process for monitoring and evaluating risks facing the group
  reviewing from time to time the need for an internal audit function and
  reviewing and monitoring external auditors’ independence and objectivity and the effectiveness of the audit process taking into consideration relevant 
uk professional and regulatory requirements
the audit committee has approved a whistleblower procedure at a meeting held on 26 may 2005 which was issued to all employees on 31 may 2005
the committee meets with executive directors and management as well as privately with the external auditors
in order to preserve auditor independence the board seeks alternative advisers in the provision of consultancy services unless use of the auditor is in the 
best interests of the group the auditors are asked on a regular basis to articulate the steps they have taken to ensure their independence prior approval 
of the audit committee is required for any nonaudit services provided by the external auditors details of the amounts paid to the external auditors during 
the year for audit and other services are set out on page 51 of the financial statements
the record of attendance during the year ended 31 march 2007 was
          number of  total 
          meetings  number of 
          attended  meetings
j r brown          4  4
b g morton          4  4
g watts          4  4
by invitation  
j c christie          4  4
a j heath          4  4
b m riley          4  4
s m wallis          4  4
shareholders
the chairman and chief executive ofﬁcer are the principal spokesmen for the group with both institutional and private investors the chief executive ofﬁcer 
and group finance director attend meetings with major institutional shareholders at least twice yearly and communicate the views of major shareholders to 
the board the company secretary ensures that any matters of concern raised by institutional shareholders are communicated to the board and its committees 
as appropriate
the annual general meeting is used as an opportunity to communicate with private investors as is the company’s website which includes announcements 
and corporate documents all shareholders are entitled to attend the annual general meeting where the chairmen of the audit remuneration and nomination 
committees are available to answer any questions that may arise it is the company’s intention that the notice of the forthcoming annual general meeting 
and related papers will be sent to shareholders at least 20 working days before that meeting
0pthar07backindd   8 19062007   145322 protherics plc
annual report 2007 32
internal control
the directors have overall responsibility for ensuring that the group maintains a system of internal control to provide them with reasonable assurance that 
the assets of the group are safeguarded and that the shareholders’ investments are protected the system includes internal controls covering ﬁnancial 
operational and compliance areas and risk management there are limitations in any system of internal control which are designed to manage rather than 
eliminate the risk of failure to achieve business objectives such internal control systems provide reasonable but not absolute assurance with respect to the 
preparation of ﬁnancial information the safeguarding of assets and the possibility of material misstatement or loss 
the board conﬁrms that there is an ongoing process for identifying evaluating and managing the signiﬁcant risks that the group faces the group’s management 
regularly reviews risks and controls and provides feedback to the group’s risk management committee of which j c christie and b m riley are members 
a risk management plan is in place and is supervised by the committee which provides updates to the board on any signiﬁcant changes in risks and any 
failures or weaknesses in controls the board regularly reviews the risk management process which has been in place from the start of the year to the date 
of approval of this report and which is in accordance with the turnbull guidance 
the key procedures designed to provide an effective system of internal control are that
 there is an organisational structure with clearly deﬁned lines of responsibility and delegation of authority
  annual budgets are prepared and updated as necessary
  management accounts are prepared on a monthly basis and compared to budgets and forecasts to identify any signiﬁcant variances and
  the group appoints staff of the required calibre to fulﬁl their allotted responsibilities
in the year to 31 march 2007 a review of the group’s internal controls was undertaken by the board as part of this review a group wide risk proﬁle was 
prepared which identiﬁed the group’s signiﬁcant risks the likelihood of those risks occurring and their impact should they occur whilst some reﬁnements 
continue to be made to detailed processes no signiﬁcant weaknesses or failings in the system of internal controls were identiﬁed in this annual review 
internal audit
the board has considered it inappropriate to establish an internal audit function given the size of the group however this decision will be reviewed 
as the operations of the group develop 
going concern
after making enquiries the directors have a reasonable expectation that the company has adequate resources to continue in operational existence 
for the foreseeable future for this reason they continue to adopt the going concern basis in preparing the financial statements
statement of compliance
throughout the year ended 31 march 2007 the company complied with the provisions of the combined code except for provision b21
  j gonella is a member of the remuneration committee and is not considered by the board to be an independent nonexecutive director due to the 
material business relationship he has had with the company as a nonexecutive director and shareholder of macromed inc a company acquired 
by protherics in january 2007 the board believes that dr gonella brings with him substantial knowledge and experience of the pharmaceutical business 
which assists the committee in discharging its duties the remaining members of the committee are considered by the board to be independent 
nonexecutive directors
corporate governance continued
0pthar07backindd   9 19062007   145322 protherics plc
annual report 2007 33
introduction
this report has been prepared in accordance with the requirements of schedule 7a to the companies act 1985 the “schedule” and also meets the relevant 
requirements of the listing rules of the financial services authority and describes how the board has applied the principles of good governance relating to 
directors’ remuneration in accordance with section 241a of the companies act 1985 the “act” a resolution to approve the report will be proposed at the 
annual general meeting of the company at which the financial statements are to be approved
section 235 of the act requires the auditors to report to the company’s members on the “auditable part” of the directors’ remuneration report and to state 
whether in their opinion that part of the report has been properly prepared in accordance with part 3 of the schedule the report has therefore been divided 
into separate sections for audited and unaudited information
unaudited information
remuneration committee
in accordance with the recommendations of the combined code the company has established a remuneration committee the members of the committee 
comprised j r brown b g morton s m wallis and g watts when the committee considered matters relating to the directors’ remuneration for the ﬁnancial year 
ending 31 march 2007 and the committee was chaired by j r brown j gonella was appointed to the remuneration committee on 24 january 2007 although 
dr gonella is not considered by the board to be an independent nonexecutive director the board believes that he brings with him substantial knowledge 
and experience of the pharmaceutical business which assists the committee in discharging its duties the remaining four members of the committee are 
considered by the board to be independent nonexecutive directors
none of the committee had any personal ﬁnancial interest other than as shareholders and convertible loan note holders as disclosed in the directors’ report 
conﬂicts of interest arising from crossdirectorships or daytoday involvement in the running of the business no director plays a part in any discussion 
about his or her own remuneration
the committee received external advice from deloitte  touche llp during the year on speciﬁc remuneration matters deloitte  touche llp also provided 
tax and valuation services to the company during the year the committee consulted a j heath chief executive ofﬁcer in determining the remuneration of 
the other executive directors and key members of senior management a j heath did not participate in any discussions concerning his own remuneration
the terms of reference of the committee are on the company’s website wwwprothericscom
remuneration policy
executive remuneration packages are prudently designed to attract motivate and retain directors of the necessary calibre and to reward them for enhancing 
value to shareholders the performance measurement of the executive directors and key members of senior management and the determination of their 
annual remuneration package is undertaken by the remuneration committee the remuneration of the nonexecutive directors is determined by the board 
within limits set out in the articles of association it is proposed that these limits be increased at the 2007 annual general meeting
there are ﬁve main elements of the remuneration package for executive directors and senior management
 basic salaries and beneﬁts in kind
 long term incentive plan the “ltip”
 annual incentive and deferred bonus plan the “dbp”
 share option plans
 pensions
the company’s policy is that a substantial proportion of the remuneration of the executive directors should be performance related this is delivered 
through participation in the dbp and the ltip  both of which are structured to deliver sharebased payments which will align directors’ interests with those 
of shareholders and reward participants for creating shareholder value 
executive directors are entitled to accept appointments outside the company providing the board’s permission is sought 
i basic salaries and beneﬁts in kind
basic salaries are determined by the remuneration committee prior to the beginning of each year and when an individual changes position or responsibility 
in deciding appropriate levels the committee considers the group as a whole and takes into account the performance of the individual and the rates for 
similar positions in comparable companies basic salaries are reviewed annually
beneﬁts in kind include permanent health insurance and private medical insurance beneﬁts in kind are not pensionable
ii long term incentive plan the “ltip”
the ltip is used as the primary incentive mechanism for executive directors other key employees are also invited to participate awards are made in the 
form of share options over new shares with an award price equal to the aggregate nominal value of the number of shares under option awards will not be 
granted in any year with a value greater than the individual’s annual remuneration excluding bonuses and beneﬁts in kind this limit may be exceeded in 
exceptional circumstances at the discretion of the committee current policy is to grant awards at sixmonthly intervals
subject to the achievement of performance conditions determined at the time of grant awards may be exercised at the end of the vesting period the 
committee may amend the performance conditions in certain circumstances subject to their replacement with equally stretching conditions under exceptional 
circumstances the committee may waive performance conditions any change in conditions would be disclosed to shareholders in the directors’ remuneration 
report the vesting period will normally be three years from the date of grant and awards may be exercised up to ten years from the date of grant beneﬁts 
under the ltip are not pensionable
directors’ remuneration report 
0pthar07backindd   10 19062007   145322 protherics plc
annual report 2007 34
unaudited information continued
remuneration policy continued
ii long term incentive plan the “ltip” continued
provided the remuneration committee is satisﬁed that the company has achieved sound underlying performance awards will vest based on the company’s 
relative total shareholder return “tsr” performance tsr was chosen because it aligns the interests of management with those of shareholders 
details of the performance conditions are provided in the audited section of the remuneration report 
the awards made to directors under this plan are illustrated in the table on page 37 of this report
iii annual incentive and deferred bonus plan the “dbp”
the executive directors participate in an annual incentive arrangement the terms of which are set out in the dbp which was approved by shareholders 
on 27 january 2005 under the dbp the maximum bonus opportunity has been 50 and for the year to 31 march 2007 performance was measured on 
an individual basis against key objectives which were linked to the strategic aims of the business the committee also took into consideration performance 
in relation to the acquisition and integration of macromed inc a company acquired by protherics in january 2007 100 of performance bonuses received 
under the dbp related to achievement of these key objectives with the ltip providing the basis upon which directors receive rewards based on ﬁnancial 
measures of performance further details of which are in the audited section of the remuneration report at the discretion of the committee the bonus 
is payable under the terms of the dbp either in cash or options over shares or a proportion of cash and options over shares
the remuneration committee decides each year what proportion of the annual incentive should be delivered as options over shares but usual policy is 50 
current policy is to grant awards annually to executive directors and senior managers participation in the dbp is at the discretion of the committee 
following a review of the company’s remuneration policy the committee considers that it would be in the interests of the company to increase the maximum 
annual incentive payment under the terms of the dbp from 50 to 75 of basic salary receipt of the additional 25 to be subject to performance targets 
which are signiﬁcantly more demanding than those applied to the ﬁrst 50 whilst the actual targets cannot be disclosed due to commercial sensitivity the 
measures for the ﬁnancial year ending 31 march 2008 will again be based on key objectives linked to achievement of the company’s strategic aims they 
will be set for each director on an individual basis and 100 of the bonus payable will be linked to personal performance targets the ltip will continue to be used 
to link reward to the ﬁnancial performance of the business the remuneration committee will judge the extent to which each director has met key objectives and 
will use their discretion to make awards above 50 only in cases where performance has signiﬁcantly exceeded that required to meet key objectives the committee 
considers that the company is at a crucial stage of its development and restructuring the annual incentive to support the achievement of signiﬁcantly more demanding 
performance targets has an important role to play in enhancing shareholder value accordingly a proposal will be put forward at the forthcoming annual 
general meeting to amend the rules of the dbp to increase the maximum level of bonus payable to 75
performance targets may be amended should the remuneration committee consider this to be in the interests of the company subject to their replacement with 
equally stretching conditions
where the award is delivered as an option over shares the number of shares under the award is calculated by dividing the amount of the bonus by the 
market value of the shares on the date on which the award vests or such other day as the committee determines options will normally be granted at a 
nominal or nil exercise price and will normally be exercisable between two and ten years after grant if the individual leaves within the two year deferral 
period under normal circumstances the option is forfeited the committee retains the discretion to allow the individual to retain the options if appropriate
beneﬁts arising under the dbp are not pensionable
iv share option plans
the company operates an executive share option plan the “esop” the esop is believed to be consistent with current best practice guidelines 
it consists of an unapproved section with a uk inland revenue approved addendum the option price must not be less than the greater of the market value 
of the shares on the date of grant and the nominal value of the shares in any year options will not be granted over shares with a value greater than twice 
the individual’s annual remuneration excluding bonuses commissions and beneﬁts in kind this limit may be exceeded in exceptional circumstances at 
the discretion of the committee the esop is used primarily to incentivise new employees joining the company at middle management level no awards 
have been made to executive directors under the esop 
subject to satisfying performance conditions which are imposed at grant details of which are in the audited section of the remuneration report options 
will be exercisable from the end of the vesting period normally three years from the date of grant to ten years from grant the committee may amend 
the performance conditions in certain circumstances subject to their replacement with equally stretching conditions under exceptional circumstances the 
committee may waive performance conditions the committee retains discretion not to set performance conditions for awards made to employees who are 
not executive directors
the company has previously operated an approved share option plan and an unapproved share option plan for directors and employees these plans 
have now expired and no further options may be granted under them existing options are exercisable up to ten years from date of grant the company also 
operates an approved savings related share option plan “plan” which is open to all employees with a minimum of six months’ service options may be granted 
under this plan at a discount of up to 20 of the market value of protherics’ shares on the date immediately preceding the date of the invitation made to 
employees to subscribe for options all options granted under this plan during the year and outstanding at 31 march 2007 have been made at 20 discount 
options may be exercised during the period of six months following maturity of the savings contract under the rules of the plan participants may choose 
either a threeyear or a ﬁveyear savings contract there are no performance criteria under the savings related share option plan
the performance conditions attaching to the approved and unapproved plans are detailed in the audited section of the remuneration report under both 
the approved and unapproved share option plans which have been used widely across the group the exercise price of the options was equal to the 
market value of the company’s shares at the time the options were granted 
the committee has responsibility for supervising the plans and the grant of options to executive directors and senior management under the terms of the plans
directors’ remuneration report continued
0pthar07backindd   11 19062007   145322 protherics plc
annual report 2007 35
unaudited information continued
remuneration policy continued
iv share option plans continued
a j heath was granted an option to subscribe for 600000 ordinary shares at 39p on 22 december 1999 the terms of the agreement and performance 
criteria at the date of grant were similar to those of the unapproved share option plan and are detailed in the audited section of the remuneration report
as at 31 march 2007 awards over 13112217 ordinary shares were outstanding under the company’s share option plans which amounted to 387 of the 
company’s issued share capital
v pensions
the group operates a deﬁned contribution pension scheme for the beneﬁt of executive directors and employees their dependants are eligible for a lump sum 
payment in the event of death in service the assets of the pension scheme are held separately from those of the group the committee may make payments 
to the pension scheme in lieu of bonuses or salary increases at its discretion in the year ending 31 march 2007 directors and senior management were given 
the opportunity to waive all rights to receive an annual bonus under the deferred bonus plan and at the sole discretion of the remuneration committee the 
company would make additional contributions to the company’s pension plan on behalf of those directors and senior managers 
performance graphs
the following graphs show the company’s performance measured by tsr compared with the performance of the ftse all share pharmaceutical and 
biotech index also measured by tsr tsr is deﬁned as share price growth and reinvested dividend the ftse all share pharmaceutical and biotech index 
has been selected for this comparison because it was used as the basis of performance criteria for the company’s approved and unapproved share option plans 
an additional graph is provided showing the company’s tsr against the ftse all share pharmaceutical and biotech index excluding ftse 100 companies 
tsr has also been included in this report as it is the index used for performance measurement under the ltip 
executive directors’ contracts
it is the company’s policy that executive directors should have contracts with an indeﬁnite term providing for a maximum of one year’s notice by the company
the details of the executive directors’ contracts are summarised in the table below
       notice period  notice period 
      date of contract  director  company
j c christie      21 september 2000  six months  twelve months
a j heath      6 november 2001  twelve months  twelve months
b m riley      13 july 1995  six months twelve months
s komisar 
i
     26 april 2007 three months twelve months
i
 s komisar was appointed a director on 26 april 2007
in the event of early termination the directors’ contracts provide for compensation up to a maximum of basic salary for the notice period
nonexecutive directors’ terms of engagement
the nonexecutive directors have speciﬁc terms of engagement their remuneration is determined by the board within limits set by the articles of association 
and based upon board surveys of fees paid to nonexecutive directors with similar responsibilities at similar companies g watts j r brown b g morton 
and j gonella receive payments under letters of appointment which are terminable by three months’ notice by either party s m wallis received payment 
under both a consultancy agreement and a letter of appointment amounting to a total of £70000 in the year both of which are terminable by twelve months’ 
notice from either party when setting the remuneration of nonexecutive directors the board considers the amount of time required to discharge committee 
responsibilities excluding the chairman of the company the nonexecutive directors received fees of £25000 in the year the chairmen of the 
remuneration and audit committees received an additional amount of £5000 in the year
nonexecutive directors cannot participate in the company’s share option and share award plans although any existing options held upon appointment 
can be retained
the nonexecutive directors are not eligible to join the company’s pension scheme
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0pthar07backindd   12 19062007   145337 protherics plc
annual report 2007 36
audited information
aggregate directors’ remuneration
the total amounts for directors’ remuneration were as follows
          2007  2006 
          £’000  £’000
emoluments          1145 942 
compensation for loss of ofﬁce          — 50 
gains on exercise of share options          — 3
money purchase pension contributions          165 202
          1310 1197 
directors’ emoluments
       compensation     
      feesbasic for loss of beneﬁts annual 2007 2006 
      salary  ofﬁce  in kind  bonuses  total  total 
name of director      £’000  £’000  £’000  £’000  £’000  £’000
executive      
j c christie      175 — 1 96 272 210
a j heath      296 — 7 150 453 334
b m riley      130 — 1 97 228 201
nonexecutive      
a atkinson
1
     — — — — — 47
j r brown      30 — — — 30 30
j gonella
2     
4 — — — 4 —
d w gration
1
     — — — — — 20
b g morton      25 — — — 25 17
s m wallis      70 — 33 — 103 103
g watts      30 — — — 30 30
      760 — 42 343 1145 992
1
 a atkinson and d w gration did not serve as directors during the year resigned on 19 april 2005 and 20 july 2005 respectively 
2
 j gonella was appointed as a nonexecutive director on 24 january 2007
the fees in respect of s m wallis include £35000 paid to his management company 2006 £35000 the fees and termination payments in respect 
of a atkinson include £nil 2006 £41000 paid to a company controlled by him
beneﬁts in kind reﬂect the provision of private healthcare with the exception of s m wallis for whom a fully expensed car is provided
the feesbasic salary exclude entitlements waived by a j heath and b m riley of £36000 and £46000 respectively 2006 £100000 and £30000 respectively 
the remuneration committee determined that these sums be paid into their respective pension funds and they are included in the directors’ pension 
entitlement table on page 37
a j heath b m riley and j c christie waived their right to receive a bonus under the dbp for the year ended 31 march 2007 and the remuneration 
committee has determined that an amount to be classiﬁed as a bonus be paid into the company pension fund on their behalf the amount paid is equal 
to the amount which would otherwise have been receivable under the dbp plus 10 thereof being a portion of the saving to the company as a result of 
the method of bonus payment the annual bonus disclosure above includes the additional 10 these amounts are not included in the directors’ pension 
entitlement table on page 37
executive directors are entitled to accept appointments outside of the company subject to board approval a j heath is currently a nonexecutive director 
of xl t echgroup inc from which he received remuneration of £45000 in the year ended 31 march 2007 2006 £35000 b m riley is a nonexecutive director 
of tyratech inc and s komisar holds a nonexecutive position with franklin synergy bank b m riley and s komisar did not receive remuneration from these 
appointments in the year ended 31 march 2007 
directors’ remuneration report continued
0pthar07backindd   13 19062007   145337 protherics plc
annual report 2007 37
directors’ pension entitlements
three directors were members of money purchase schemes during the year 2006 three contributions made by the company in respect of such directors 
were as follows
         2007  2006 
         £’000  £’000
j c christie         17 14 
a j heath         84 142 
b m riley         64 46 
         165 202 
directors’ share options
aggregate emoluments do not include any amounts for the value of options to acquire ordinary shares in the company granted to or held by the directors 
none of the directors exercised any options during the year
details of the options for directors who served during the year are as follows
  
at 1 april    cancelled at 31 march
 
exercise
 exercisable
  2006  granted  exercised  or expired  2007  price p  from  to
unapproved options 
b m riley  65000  — — — 65000 4600  22 jun 2001  21 jun 2008
b m riley  50000  — — — 50000 3900  22 dec 2002  21 dec 2009
b m riley  120000  — — — 120000 4350  22 feb 2004  21 feb 2011
b m riley  350000  — — — 350000 3950  16 jan 2005  15 jan 2012
b m riley  200000  — — — 200000 2325  20 jun 2006  19 jun 2013
b m riley  225000  — — 41085 183915 5850  1 mar 2007  28 feb 2014
b m riley
1 
 132420  — — — 132420 200  28 feb 2008  27 feb 2015
b m riley
2 
 92357  — — — 92357 200  21 dec 2008  20 dec 2015
b m riley
3
 — 102128 — — 102128 200 12 jun 2009 11 jun 2016
b m riley
4
 — 119322 — — 119322 200 15 dec 2009 14 dec 2016
j c christie  250000  — — — 250000 3900  22 dec 2002  21 dec 2009
j c christie  80000  — — — 80000 4350  22 feb 2004  21 feb 2011
j c christie  250000  — — — 250000 3950  16 jan 2005  15 jan 2012
j c christie  100000  — — — 100000 2325  20 jun 2006  19 jun 2013
j c christie  150000  — — 27390 122610 5850  1 mar 2007  28 feb 2014
j c christie
1 
 111416  — — — 111416 200  28 feb 2008  27 feb 2015
j c christie
2 
 77707  — — — 77707 200  21 dec 2008  20 dec 2015
j c christie
3
 — 101547 — — 101547 200 12 jun 2009 11 jun 2016
j c christie
4
 — 118644 — — 118644 200 15 dec 2009 14 dec 2016
a j heath  116300  — — — 116300 17500  27 jan 2000  29 jun 2008
a j heath  500000  — — — 500000 4350  22 feb 2004  21 feb 2011
a j heath  1000000  — — — 1000000 3950  16 jan 2005  15 jan 2012
a j heath  300000  — — — 300000 2325  20 jun 2006  19 jun 2013
a j heath  325000  — — — 325000 5850  1 mar 2009  28 feb 2014
a j heath
1 
 221233  — — — 221233 200  28 feb 2008  27 feb 2015
a j heath
2 
 157556  — — — 157556 200  21 dec 2008  20 dec 2015
a j heath
3
 — 186507 — — 186507 200 12 jun 2009 11 jun 2016
a j heath
4
 — 215304 — — 215304 200 15 dec 2009 14 dec 2016
savingsrelated options
j c christie  14384  — — — 14384 6500  1 feb 2009  31 jul 2009
individual
a j heath 600000  — — — 600000 3900   22 dec 2002   21 dec 2009
  5488373 843452 — 68475 6263350   
  options issued under the ltip approved by the shareholders on 27 january 2005 the market price of a share at the date of grant was 
1 
5700p 
2 
7850p 
3 
8500p and 
4 
7375p
the market price of the company’s ordinary shares to which the options relate was 6575p at 31 march 2007 and ﬂuctuated between 9425p and 6400p 
during the year
0pthar07backindd   14 19062007   145338 protherics plc
annual report 2007 38
audited information continued
directors’ share options continued
performance criteria for the unapproved and approved plans
options issued prior to 1 march 2004 under both the approved and unapproved share option plans may be exercised on any date between three and ten 
years from the date of grant of the option subject to the company’s share price outperforming the average price of shares in the ftse pharmaceutical index 
in any three year period commencing on or after the date of grant of the option 
options issued on 1 march 2004 under the unapproved plan are subject to performance criteria which measures total shareholder return “tsr” on a 
sliding scale against the ftse all share pharmaceutical and biotech index options issued to existing holders with a total aggregate value at the date 
of grant of up to four times annual salary are exercisable after three years if the company is at the median one third of the shares under option become 
exercisable rising on a sliding scale such that all the shares under option would become exercisable if the company’s performance was at or above the upper 
quartile for options granted to existing holders with a total aggregate value at the date of grant between four and eight times annual salary performance 
is measured after ﬁve years no options are exercisable if the tsr of the company at the time of performance measurement is at the median of the 
ftse all share pharmaceutical and biotech index options are then exercisable on a sliding scale beyond this point with the maximum number of shares 
being exercisable if the company’s performance is at or above the upper quartile the committee must also be satisﬁed that there has been an improvement 
in the company’s underlying ﬁnancial performance over the period
on 29 march 2007 in determining the extent to which the performance criteria had been met for options granted on 1 march 2004 with a three year 
performance measurement period the committee determined that the comparator group should exclude those companies in the ftse 100 currently 
astrazeneca plc glaxosmithkline plc and shire plc in line with performance measurement applied to options granted under the long t erm incentive plan 
approved by shareholders on 27 january 2005 tsr was averaged across a period of three months before the date of the award and three months before the 
date on which the performance period ended this is in keeping with normal market practice and is a practical adjustment to smooth out the impact of shortterm 
market inﬂuences and to provide a more robust measure of the performance of the group following application of the above measures the remuneration committee 
determined that 8174 of the shares under option would vest 
performance criteria for the long term incentive plan
awards were granted on 12 june 2006 and 15 december 2006 under the ltip which was adopted by shareholders on 27 january 2005 in line with previous 
options granted under this plan performance will be measured after three years from the date of grant by measuring the tsr of the company against a 
comparator group consisting of the primary listed components of the ftse all share pharmaceutical and biotech index but excluding those companies in 
the ftse 100 tsr will normally be averaged across a period of three months before the date of the reward and three months before the date on which the 
performance period ends although the committee may determine that a different averaging period is appropriate and properly reﬂective of management 
performance but in any event this will not be more than six months or less than one month this is in keeping with normal market practice and is a practical 
adjustment to smooth out the impact of shortterm market inﬂuences and to provide a more robust measure of the performance of the group awards will 
vest on a sliding scale between each step as follows
protherics plc tsr relative to comparator group           of total award vesting
upper decile           100
upper quartile           80
median           30
below median           nil
measuring the company’s performance against this comparator group recognises the importance for shareholders that the company outperforms its sector 
and reﬂects the importance of the company’s aim of sustainable share price growth in addition the remuneration committee must be satisﬁed that the 
company has achieved sound underlying performance
directors’ remuneration report continued
0pthar07backindd   15 19062007   145338 protherics plc
annual report 2007 39
audited information continued
directors’ share options continued
performance criteria for option granted to a j heath
the performance criteria for a j heath’s individual option is similar to those of the unapproved share option plan in particular the option may generally 
be exercised only between the third and tenth anniversaries of the date of grant and on the date of exercise the share price must have outperformed 
the average of the ftse pharmaceuticals index in any preceding three year period an adjustment may be made to the number of shares under option 
or the exercise price in the case of a variation in share capital subject to conﬁrmation by the auditors that it is in their opinion fair and reasonable the option 
lapses if a j heath leaves the company voluntarily and must be exercised within three months if his employment ceases by reason of injury disability sickness 
or redundancy the agreement confers no pensionable beneﬁts no amendment may be made to the beneﬁt of a j heath without the prior approval of the company 
in general meeting except for minor amendments to beneﬁt the administration of the agreement or to obtain or maintain favourable tax exchange control or 
regulatory treatment for a j heath or any group member
a j heath holds options over 116300 shares under the protherics plc plan for extherapeutic antibodies employees there are no performance criteria 
under this plan which mirrors the terms of the therapeutic antibodies 1990 plan from which the options were transferred
there are no performance criteria under the savings related share option plan
related party transactions
on 3 january 2007 the group completed the acquisition of macromed inc subsequently renamed protherics salt lake city inc j gonella was a nonexecutive 
director and shareholder of macromed inc as consideration for his interest in macromed inc dr gonella received 8245815 protherics plc 2p ordinary 
shares valued at £6102000 at the date of the transaction with a further 916202 ordinary shares valued at £678000 at the date of the transaction to be 
issued after 18 months
jg consulting a business owned by dr gonella has charged a total of 71000 during the year for the provision of consultancy services supplied by 
employees other than dr gonella
during the year the company purchased equipment from bcs global networks limited a company of which s m wallis is a director at a cost of £28000 
bcs global networks limited also provided services in the year at a cost of £5000
during the year lgc promochem provided testing services to protherics uk ltd a subsidiary of protherics plc at a cost of £1000 lgc promochem 
is part of lgc group holdings plc a company of which s w wallis is a director
the above transactions are considered by the board to be at armslength
approved by the board of directors on 4 june 2007 and signed on its behalf by
john brown
chairman remuneration committee
4 june 2007
0pthar07backindd   16 19062007   145338 protherics plc
annual report 2007 40
corporate social responsibility
the board of directors has adopted a corporate responsibility programme which incorporates social ethical and environmental policies
social and ethical policies
protherics’ policy is to establish and preserve a reputation for ethical and fair dealing with its stakeholders
protherics has implemented policies on health and safety human resources policies including the issuance of a company handbook detailing a code of 
conduct which is supported by other policies such as equal opportunities policies against harassment disciplinary rules grievance procedures maternity 
and parental leave policies
the company has appointed health and safety ofﬁcers who undertake regular audits and maintain a health and safety culture within the group
the company has published on its website a code of ethics applicable to the chief executive ofﬁcer finance director and group financial controller 
as required by the us sarbanes–oxley legislation and has also distributed a whistleblowing policy to all employees
the ethical behaviour of the company is reliant on the way employees conduct business with external organisations employees are required when acting 
on behalf of group companies to uphold best ethical practice with respect to customers and suppliers
protherics promotes interaction with the local community including schools and has hosted a number of open days at its uk manufacturing facility
environmental policy
the company regards the protection of the environment as a mutual objective for management employees and others engaged in company activities it is 
company policy to adopt the “best available techniques not entailing excessive costs” “batneec” and “best practicable environmental option” “bpeo” 
approach at all times to prevent pollution of the air land and water and to protect everyone from all foreseeable hazards connected with company activities
in particular the company has a responsibility to
  provide and maintain a safe and healthy environment
  adopt a system of integrated pollution control of all company activities
 realise its duty of care for the management of all waste
  provide adequate information instruction training and supervision to prevent the pollution of the environment
 take account of all relevant statutory requirements
  assess all risks to everyone affected by company activities and
   continually monitor environmental control measures applicable to the company’s activities and wherever necessary consult with the environment agency 
local enforcing authorities and external advisers
all employees and others engaged on company business have a duty to cooperate in the enactment of this policy by
  working safely and efﬁciently at all times
  reporting any incidents that have led or may lead to possible pollution of the environment and
  adhering to company rules and procedures for securing a safe and healthy environment
the company’s uk manufacturing operation has been granted an integrated pollution and prevention permit “ippc” from the environment agency 
all waste water and energy usage is measured on an ongoing basis and systems are being put in place which will enable the company to measure 
improvements in waste management and energy usage these systems will provide important key performance indicators for the company’s future reporting 
requirements in addition the company has been independently assessed to the green dragon environmental management standard level two and is 
intending to seek assessment at the higher level three standard in the coming year 
social ethical and environmental policies
0pthar07backindd   17 19062007   145338 protherics plc
annual report 2007 41
we have audited the group and parent company financial statements the “financial statements” of protherics plc for the year ended 31 march 2007 
which comprise the group and parent company income statements the group and parent company balance sheets the group and parent company cash 
flow statements the group and parent company statements of recognised income and expenses and the related notes these financial statements have 
been prepared under the accounting policies set out therein we have also audited the information in the directors’ remuneration report that is described as 
having been audited
this report is made solely to the company’s members as a body in accordance with section 235 of the companies act 1985 our audit work has been 
undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose 
t o the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the company’s members as a body 
for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report the directors’ remuneration report and the financial statements in accordance with 
applicable law and international financial reporting standards ifrss as adopted by the eu are set out in the statement of directors’ responsibilities 
on page 27
our responsibility is to audit the financial statements and the part of the directors’ remuneration report to be audited in accordance with relevant legal 
and regulatory requirements and international standards on auditing uk and ireland
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the 
directors’ remuneration report to be audited have been properly prepared in accordance with the companies act 1985 and as regards the group financial 
statements article 4 of the ias regulation we also report to you whether in our opinion the information given in the directors’ report is consistent with the 
financial statements the information given in the directors’ report includes that speciﬁc information presented in the business review that is cross referred 
from the business review section of the directors’ report
in addition we report to you if in our opinion the company has not kept proper accounting records if we have not received all the information and explanations 
we require for our audit or if information speciﬁed by law regarding directors’ remuneration and other transactions is not disclosed
we review whether the corporate governance statement reﬂects the company’s compliance with the nine provisions of the 2003 combined code speciﬁed 
for our review by the listing rules of the financial services authority and we report if it does not we are not required to consider whether the board’s statements 
on internal control cover all risks and controls or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk and 
control procedures
we read the other information contained in the annual report and consider whether it is consistent with the audited financial statements we consider the 
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements our responsibilities 
do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards on auditing uk and ireland issued by the auditing practices board an audit includes 
examination on a test basis of evidence relevant to the amounts and disclosures in the financial statements and the part of the directors’ remuneration 
report to be audited it also includes an assessment of the signiﬁcant estimates and judgements made by the directors in the preparation of the financial 
statements and of whether the accounting policies are appropriate to the group’s and company’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufﬁcient 
evidence to give reasonable assurance that the financial statements and the part of the directors’ remuneration report to be audited are free from material 
misstatement whether caused by fraud or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation of 
information in the financial statements and the part of the directors’ remuneration report to be audited
opinion
in our opinion
  the financial statements give a true and fair view in accordance with ifrss as adopted by the eu of the state of the group’s and the parent company’s 
affairs as at 31 march 2007 and of the group’s and the parent company’s loss for the year then ended
  the financial statements and the part of the directors’ remuneration report to be audited have been properly prepared in accordance with the 
companies act 1985 and as regards the group financial statements article 4 of the ias regulation and
 the information given in the directors’ report is consistent with the financial statements
kpmg audit plc 
chartered accountants 
registered auditor 
4 june 2007
independent auditors’ report 
to the members of protherics plc
0pthar07backindd   18 19062007   145338 protherics plc
annual report 2007 42
 group  company
   2007 2006 2007 2006 
  notes £’000 £’000 £’000 £’000
revenue 4 31119 17709 1576 1302
cost of sales     
cost of sales excluding exceptional closedown costs  11334 9930 — —
exceptional closedown costs 6 — 1362 — —
total cost of sales  11334 11292 — —
gross proﬁt  19785 6417 1576 1302
administrative expenses     
research and development  13978 6747 33 33
general and administrative  10161 9203 4297 4557
total administrative expenses  24139 15950 4330 4590
operating loss 6 4354 9533 2754 3288
finance income 8 1155 401 783 226
finance costs 9 417 431 182 253
loss before tax  3616 9563 2153 3315
tax  10 259 75 — —
loss for the year 26 3357 9488 2153 3315
   pence pence
basic and diluted loss per share 11 12 38  
the results relate to continuing operations
statements of recognised income and expense
for the year ended 31 march 2007
 group  company
   2007 2006 2007 2006 
   £’000 £’000 £’000 £’000
exchange differences on translation of foreign operations 749 158 — —
net incomeexpense recognised directly in equity  749 158 — —
loss for the year  3357 9488 2153 3315
total losses recognised since last financial statements 2608 9646 2153 3315
all recognised income and expense is attributable to equity shareholders
the notes on pages 45 to 71 form part of these financial statements
income statements
for the year ended 31 march 2007
0pthar07backindd   19 19062007   145338 protherics plc
annual report 2007 43
 group  company
   2007 2006 2007 2006 
  notes £’000 £’000 £’000 £’000
noncurrent assets     
goodwill 12 10878 9199 — —
intangible assets 13 19652 1060 — —
property plant and equipment 14 9987 8109 412 280
investment in subsidiaries 15 — — 62387 62357
deferred tax asset 10 99 206 — —
   40616 18574 62799 62637
current assets     
inventories 16 10707 10887 — —
financial assets 23 114 — 114 —
t ax receivables  773 717 — —
trade and other receivables 17 15066 4520 39647 17198
cash and cash equivalents 18 39989 25438 38822 8517
   66649 41562 78583 25715
total assets  107265 60136 141382 88352
current liabilities     
trade and other payables 19 14037 15722 9069 6172
current tax liabilities  273 278 — —
financial liabilities     
obligations under ﬁnance leases 22 1048 623 24 1
bank overdrafts and loans 20 46 37 — —
derivative instruments 23 — 136 — 136
   15404 16796 9093 6309
noncurrent liabilities     
trade and other payables 19 10844 13081 — —
financial liabilities     
borrowings 20 157 222 — —
convertible loan notes 21 2100 2469 2100 2469
obligations under ﬁnance leases 22 2289 1216 31 —
   15390 16988 2131 2469
total liabilities  30794 33784 11224 8778
net assets  76471 26352 130158 79574
shareholders’ equity     
share capital 24 6783 5186 6783 5186
share premium account 25 135951 86770 135951 86770
shares to be issued 26 1289 — 1289 —
merger reserve 26 51163 51163 — —
equity reserve 26 220 263 220 263
cumulative translation reserve 26 558 191 — —
retained earnings 26 119493 116839 14085 12645
total equity  76471 26352 130158 79574
the financial statements were approved by the board of directors and authorised for issue on 4 june 2007 they were signed on its behalf by
barry riley
director
the notes on pages 45 to 71 form part of these financial statements
balance sheets
at 31 march 2007
0pthar07backindd   20 19062007   145339 protherics plc
annual report 2007 44
 group  company
   2007 2006 2007 2006 
  notes £’000 £’000 £’000 £’000
cash ﬂows from operating activities     
cash outﬂowinﬂow from operations 32 16051 12609 6324 6278
income tax paid  — 50 — —
income tax received  293 5 — —
net cash outﬂowinﬂow from operating activities  15758 12564 6324 6278
investing activities     
interest received  1155 401 783 226
proceeds on disposal of property plant and equipment  2 52 — 45
purchases of property plant and equipment  1242 1989 147 142
purchases of other intangible noncurrent assets  4092 — — —
acquisition of subsidiary net of cash acquired  374 — — —
capital grants received  — 250 — —
net cash used infrom investing activities  4551 1286 636 129
financing activities     
interest paid  170 257 144 204
interest paid on ﬁnance leases  213 133 4 1
repayment of borrowings  36 171 — —
repayment of ﬁnance leases  837 582 20 30
proceeds from issue of loan note  30 — — —
proceeds from issue of shares  36162 8049 36161 8049
net cash inﬂow from ﬁnancing activities  34936 6906 35993 7814
net increase in cash and cash equivalents  14627 18184 30305 1665
cash and cash equivalents at the beginning of year  25438 7242 8517 6852
effect of foreign exchange rate changes  76 12 — —
cash and cash equivalents at the end of year 18 39989 25438 38822 8517
the notes on pages 45 to 71 form part of these financial statements
 
cash ﬂow statements
for the year ended 31 march 2007
0pthar07backindd   21 19062007   145339 protherics plc
annual report 2007 45
1 general information
protherics plc is a company incorporated in the united kingdom under the companies act 1985 the address of the registered ofﬁce is given on page 76 
the nature of the group’s operations and its principal activities are set out in note 5 and in the business review on pages 3 to 21
these financial statements are presented in sterling because that is the currency of the primary economic environment in which the group operates 
foreign operations are included in accordance with the policies set out in note 2
these financial statements were approved for issue by the board of directors on 4 june 2007 at the date of authorisation of these financial statements 
the following standards and interpretations which have not yet been applied in these financial statements were in issue but not yet effective
 ifrs 7 financial instruments disclosures and the related amendment to ias 1 presentation of financial statements on capital disclosures
 ifrs 8 operating segments
the directors anticipate that the adoption of these standards and interpretations in future years will have no material impact on the financial statements 
of the group except for additional disclosures on capital and ﬁnancial instruments when the relevant standards come into effect for periods commencing 
on or after 1 april 2007
2 accounting policies
the principal accounting policies adopted in the preparation of these financial statements are set out below these policies have been consistently applied 
to all years presented unless otherwise stated
basis of accounting
the group financial statements have been prepared in accordance with international financial and reporting standards “ifrs” as adopted by the 
european union 
the ﬁnancial information presented on pages 42 to 71 has been prepared based on ifrs as adopted by the european union including international 
accounting standards “ias” and interpretations issued by the international accounting standards board “iasb” and the international financial reporting 
interpretations committee “ifric” of the iasb that are relevant to its operation and effective for accounting periods beginning on 1 april 2006
as applied to the company’s financial statements there are no material differences between ifrs as adopted by the european union and ifrs as published 
by the iasb
the financial statements have been prepared under the historical cost convention as modiﬁed by the revaluation of certain ﬁnancial assets and liabilities 
a summary of the more important policies are set out below
the preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that 
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the 
reporting period although these estimates are based on management’s best knowledge of the amount events or actions actual results ultimately may 
differ from those estimates
basis of consolidation
the consolidated financial statements of protherics plc incorporate the financial statements of the company and all entities over which it can exercise 
control its “subsidiaries” control is achieved by the power to govern the ﬁnancial and operating policies of the subsidiary so as to obtain beneﬁts from 
its activities and generally accompanies a shareholding of more than one half of the voting rights the existence and effect of potential voting rights that 
are currently exercisable or convertible are considered when assessing whether the group controls another entity subsidiaries are fully consolidated from 
the date on which control is transferred to the group they are deconsolidated from the date on which control ceases
the purchase method is used to account for the acquisition of subsidiaries by the group the cost of an acquisition is measured as the fair value of the assets 
given equity instruments issued and liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition identiﬁable assets 
acquired and liabilities and contingent liabilities assumed are measured initially at their fair values on the date of acquisition irrespective of the extent of any 
minority interest the excess of the cost of acquisition over the fair value of the group’s share of identiﬁable net assets including intangible assets acquired 
is recorded as goodwill if the cost of acquisition is less than the fair value of the group’s share of net assets of the subsidiary acquired the difference is 
recognised directly in the income statement
where necessary adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the group
on consolidation all intragroup transactions balances income and expenditure are eliminated
segment reporting
a business segment is a group of assets liabilities and operations engaged in providing products or services that are subject to risks and returns that are 
different from those of other parts of the business a geographical business segment is engaged in providing products or services within a particular economic 
environment that is subject to risks and returns that are different from those of segments operating in other economic environments
notes to the ﬁnancial statements
for the year ended 31 march 2007
0pthar07backindd   22 19062007   145339 protherics plc
annual report 2007 46
2 accounting policies continued
foreign currency translation
items included in the financial statements of each of the group’s entities are measured using the functional currency of the primary economic environment 
in which the entity operates the “functional currency” the consolidated financial statements are presented in sterling which is the company’s functional 
and presentational currency
transactions in foreign currencies are recorded at the rate of exchange ruling at the date of transaction monetary assets and liabilities denominated 
in foreign currencies at the balance sheet date are translated at the rates of exchange prevailing at that date gains and losses arising on translation 
are included in the income statement
on consolidation the results of operations that have a functional currency different from the presentational currency are translated at the average rate 
of exchange during the year and their balance sheets at the rates ruling at the date of the balance sheet exchange differences arising on translation 
from 1 april 2004 are taken directly to a separate component of equity the cumulative translation reserve
revenue recognition
revenue represents amounts received or receivable in respect of the sale of goods and services licence agreements and intellectual property to customers 
during the year net of trade discounts given and value added tax 
a description of the various elements of revenue and the associated accounting policies is given below
 products 
  revenue is partly recognised upon the shipment of products to the distributor the signiﬁcant risks and rewards having been transferred to the distributor 
with further amounts being recognised in accordance with the contractual terms upon shipment to the end user
 upfront and milestone payments
 nonrefundable upfront and milestone payments recognised over the period of the earnings process see note 3
 outlicensed product royalties 
  royalty income is generated by sales of products incorporating the group’s proprietary technology royalty revenues are recognised once the amounts 
due can be reliably estimated based on the sale of underlying products and collectibility is assured where there is insufﬁcient historical data on sales 
and returns to fulﬁl these requirements for example in the case of a new product the royalty revenue will not be recognised until the group can reliably 
estimate the underlying sales 
research and development expenditure
research expenditure is recognised as an expense as incurred expenditure incurred on development projects relating to the design and testing of new or 
improved products is recognised as intangible assets when it is probable that the project will generate future economic beneﬁt considering factors including 
its commercial and technological feasibility status of regulatory approval and the ability to measure costs reliably other development expenditures are 
recognised as an expense as incurred development expenditure previously recognised as an expense is not recognised as an asset in a subsequent 
period development expenditure that has a ﬁnite useful life and which has been capitalised is amortised from the commencement of the commercial 
production of the product on a straightline basis over the period of its expected beneﬁt 
no development expenditure has been capitalised in either the current or prior year
exceptional items
the group deﬁnes exceptional items as those items which are not expected to occur frequently and by their nature or size would distort the comparability 
of results from year to year
finance income and costs
finance income comprises of income on funds invested and is recognised as it accrues using the effective interest method
finance costs comprise interest expense on borrowings and are recognised in the income statement using the effective interest method
intangible ﬁxed assets – 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 including intangible assets 
of the acquired subsidiary at the date of acquisition goodwill on acquisitions of subsidiaries is included in intangible assets goodwill is tested annually for 
impairment or when events or changes in circumstances indicate the carrying value may be impaired and is carried at cost less accumulated impairment 
losses gains and losses on the disposal of a subsidiary include the carrying amount of goodwill relating to the subsidiary sold 
goodwill arising on acquisitions before the date of transition to ifrs has been retained at the previous uk gaap amount goodwill arising on acquisitions 
in the year ended 31 march 1998 and earlier periods has been written off to reserves has not been reinstated in the balance sheet and is not included 
in determining any subsequent proﬁt or loss on disposal
intangible ﬁxed assets – other
purchased trademarks licenses and customer lists are recognised at cost on acquisition and are subject to amortisation over their useful life from the point at which 
the asset is available for use the amortisation charge is calculated on a straightline basis over their estimated useful lives currently a maximum of ten years
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   23 19062007   145339 protherics plc
annual report 2007 47
2 accounting policies continued
property plant and equipment
land and buildings comprise mainly factories and ofﬁces all property plant and equipment is shown at cost less subsequent depreciation and impairment 
losses except for land which is shown at cost less impairment cost includes expenditure that is directly attributable to the acquisition of the items
subsequent costs are included in an asset’s carrying amount only when it is probable that future economic beneﬁts associated with the asset will ﬂow 
to the group and the cost of the asset can be measured reliably
depreciation on assets is calculated using the straightline method to allocate the cost of each asset less its residual value over its estimated useful life as follows
buildings and improvements  5 to 10 per year
plant and machinery   10 to 15 per year
computer equipment and software 20 to 33 per year
fixtures ﬁttings and motor vehicles 20 to 25 per year
the assets’ residual values and useful lives are reviewed and adjusted as appropriate at each balance sheet date
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable 
an asset’s carrying amount is written down immediately to its recoverable amount if the carrying amount exceeds the higher of the asset’s fair value less cost 
to sell and value in use any impairment charge is recorded in the income statement
gains and losses on disposals are determined by comparing proceeds with the carrying amount these are included in the income statement 
borrowing costs incurred during the construction of assets are expensed as incurred
investments
investments are stated at cost less any provision for impairment 
impairment of tangible and intangible assets
the group reviews the carrying amounts of its tangible assets and intangible assets with ﬁnite lives when events or circumstances indicate the carrying value 
may be impaired whilst goodwill with an indeﬁnite life is reviewed for impairment on an annual basis in performing such reviews the recoverable amount of 
the asset is estimated in order to determine the extent of the impairment loss if any where the asset does not generate cash ﬂows that are independent 
from other assets the group estimates the recoverable amount of the cashgenerating unit to which the asset belongs an intangible asset with an indeﬁnite 
life is tested for impairment annually and whenever there is an indication that the asset may be impaired
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future cash ﬂows are discounted 
to their present value using a pretax discount rate that reﬂects current assessments of the time value of money and the risks speciﬁc to the asset for which 
the estimates of future cash ﬂows have not been adjusted
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the carrying amount of the asset cashgenerating unit 
is reduced to its recoverable amount an impairment loss is recognised as an expense immediately
where an impairment loss subsequently reverses the carrying value of the asset cashgenerating unit is increased to the revised estimate of its recoverable 
amount provided that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been 
recognised for the asset cashgenerating unit in prior years a reversal of an impairment loss is recognised as income immediately
inventories
inventories are valued at the lower of cost and net realisable value cost comprises materials direct labour and a share of production overheads appropriate 
to the relevant stage of production provision is made for obsolete slowmoving or defective items where appropriate net realisable value is determined at the 
balance sheet date on commercially saleable products based on estimated selling price less all further costs to completion and all relevant marketing selling 
and distribution costs research and development inventories are fully provided for in the income statement for the year and are reinstated as appropriate 
if the related products are brought into commercial use
taxation
the tax expense represents the sum of the tax currently payable and deferred tax
the tax currently payable is based on taxable proﬁt for the year taxable proﬁt differs from net proﬁt as reported in the income statement because it excludes 
items of income and expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible the group’s liability 
for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements 
and the corresponding tax bases used in the computation of taxable proﬁt and is accounted for using the balance sheet liability method deferred tax liabilities 
are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable proﬁts will be available against 
which deductible temporary differences can be utilised such assets and liabilities are not recognised if the temporary difference arises from goodwill or the initial 
recognition other than a business combination of other assets and liabilities in a transaction that affects neither the taxable proﬁt nor the accounting proﬁt
0pthar07backindd   24 19062007   145339 protherics plc
annual report 2007 48
2 accounting policies continued
taxation continued
deferred tax liabilities are recognised for taxable temporary differences arising from investments in subsidiaries and associates and interests in joint ventures except 
where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future
the carrying amount of deferred tax assets is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that sufﬁcient taxable 
proﬁts will be available to allow the asset to be recovered
deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised deferred tax is charged or credited 
in the income statement except when it relates to items charged or credited directly to equity in which case the deferred tax is also dealt with in equity
leases
leases are classiﬁed as ﬁnance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee all other leases 
are classiﬁed as operating leases
assets held under ﬁnance leases are recognised as assets of the group at their fair value or if lower at the present value of the minimum lease payments each 
determined at the inception of the lease the corresponding liability to the lessor is included in the balance sheet as a ﬁnance lease obligation lease payments 
are apportioned between ﬁnance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability 
finance charges are charged directly against income such assets are depreciated over the shorter of their estimated useful lives or the length of the lease 
assets purchased under hire purchase agreements are accounted for similarly except that these assets are depreciated over their estimated useful lives
rentals under operating leases are charged to income on a straightline basis over the term of the relevant lease
government grants
government grants towards staff retraining costs are recognised as income over the periods in which the related costs are incurred and are deducted 
in reporting the related expense
government grants relating to property plant and equipment are treated as deferred income and released to the income statement over the useful lives 
of the assets concerned
pensions
the group operates a deﬁned contribution retirement beneﬁt scheme for all members of staff who wish to participate the funds of the scheme are administered 
by trustees and are independent of the group’s ﬁnances the group’s contributions are charged in the income statement as they fall due
sharebased payments
the group has applied the requirements of ifrs 2 sharebased payments in accordance with the transitional provisions ifrs 2 has been applied 
to all grants of equity instruments after 7 november 2002 that were unvested at 1 january 2005 
the group grants share options to directors and employees equitysettled sharebased payments are measured at fair value at the date of grant 
and expensed on a straightline basis over the expected life of the option based on the estimate of the number of options that will eventually vest
the share options granted have varying performance criteria required for the option to vest and these are considered in the method of measuring the fair 
value where it is considered appropriate the fair value is measured using the blackscholes model where complex market performance criteria exist 
a simulation model has been used based on the same underlying methodology as the blackscholes model to establish the fair value on grant
convertible loan notes
following adoption of ias 39 financial instruments recognition and measurement by the group on 1 april 2005 convertible loan notes are regarded as 
compound ﬁnancial instruments consisting of a liability component and an equity component at the date of issue the fair value of the liability component 
is established by using an estimate for a similar nonconvertible debt the difference between the proceeds of issue of the convertible loan notes and the 
fair value assigned to the liability component representing the embedded option to convert the liability into equity of the group is included in equity
issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date 
of issue the portion relating to the equity component is charged directly against equity
the interest expense on the liability component consists of the coupon rate and the element of the equity component proportionate to the liability component 
outstanding this latter part is added to the carrying amount of the convertible loan notes 
trade receivables
trade receivables do not carry any interest and are stated at their face value as reduced by appropriate allowances for estimated irrecoverable amounts
trade payables
trade payables are not interest bearing and are stated at their face value
derivative ﬁnancial instruments
the group’s activities expose it primarily to the ﬁnancial risks of changes in foreign currency exchange rates the group uses foreign exchange forward 
contracts and options to hedge these exposures the group does not use derivative ﬁnancial instruments for speculative purposes the use of ﬁnancial 
derivatives is in accordance with the group’s policies approved by the board of directors which is to hedge the foreign currency exposure from the expected 
us dollar sales on a rolling twelve month basis 
prior to the adoption of ias 32 financial instruments disclosure and presentation and ias 39 financial instruments recognition and measurement 
on 1 april 2005 where a derivative instrument was used to hedge an asset denominated in a foreign currency the effect of the instrument being the 
difference between the closing and hedged rate of exchange for these assets was carried separately on the balance sheet as a ﬁnancial asset
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   25 19062007   145339 protherics plc
annual report 2007 49
2 accounting policies continued 
cash and cash equivalents
for the purpose of the cash ﬂow statement cash and cash equivalents includes cash in hand deposits held at call with banks other shortterm highly 
liquid investments with original maturities of three months or less and bank overdrafts bank overdrafts are shown within borrowings in current liabilities 
on the balance sheet
financial guarantees
where the company enters into ﬁnancial guarantee contracts to guarantee the indebtedness of other companies within its group the company considers 
these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as a contingent liability 
until such time as it becomes probable that the company will be required to make a payment under the guarantee
financial risk management
the group’s multinational operations expose it to a variety of ﬁnancial risks that include the effects of changes in foreign exchange rates credit risks and 
liquidity risks the group undertakes procedures which aim to reduce uncertainty in the ﬁnancial performance of the group which are discussed below
 foreign exchange risk 
  a signiﬁcant element of the group’s revenue is denominated in us dollars whilst much of its cost base in the provision of these products is denominated 
in sterling the group enters into foreign exchange contracts and similar derivatives which typically extend for up to twelve months and cover 70 to 100 
of anticipated sterling requirements
 credit risk
  a signiﬁcant element of the group’s revenue is generated from sales to one customer in the us management are constantly in communication with 
this customer and monitor both sales and payments from this customer to minimise the credit risk exposure
 liquidity risk
  the group maintains a mixture of short and mediumterm deposits that are designed to ensure the group has sufﬁcient available funds for operations 
and planned expansions
 interest rate risk
  the group seeks to mitigate partially against increased interest rates whilst maintaining a degree of ﬂexibility to beneﬁt from decreasing rates of interest 
by holding a mix of ﬁxed and ﬂoating rate ﬁnancial liabilities
3 critical accounting judgements
in the process of applying the company’s accounting policies described in note 2 the management has made the following judgements that have had 
the most signiﬁcant effect on the amounts recognised in the financial statements
revenue recognition
as described in note 2 it is the group’s policy to recognise nonrefundable upfront payments over the period of the earnings process during the prior year 
the group received £16300000 from astrazeneca uk ltd in a patent and license know how agreement these monies are nonrefundable and are being 
recognised as revenue as the varying obligations within the contract are being satisﬁed estimated to be over a period of seven years during the current year 
the group earned a £10000000 milestone from astrazeneca uk ltd which has been recognised as revenue in the year since the earnings process for 
the milestone had been completed
in determining the revenue recognition period management considered the detailed criteria for the recognition of revenue per ias 18 revenue and is satisﬁed 
that all requirements have been met by the group
acquisitions
judgements have been made in respect of the identiﬁcation of intangible assets based on preacquisition forecasts analysis and negotiations in addition 
to the judgements and estimates made in establishing the intangible assets acquired and their value in certain instances these assets are in development 
and are only amortised once the development phase has been completed although these assets are subjected to impairment review in accordance with 
the accounting policy described in note 2
4 revenue
an analysis of the group’s revenue is as follows
 group
          2007 2006 
          £’000 £’000
sale of products         18504 16221
revenue in respect of product development        12213 976
other         125 72
          30842 17269
outlicensed product royalties         277 440
          31119 17709
finance income         1155 401
          32274 18110
the company’s revenue comprises charges for the provision of services to group companies
0pthar07backindd   26 19062007   145340 protherics plc
annual report 2007 50
5 segmental reporting 
for management purposes the group is organised into two operating segments the sale manufacture and development of pharmaceutical products 
and royalties arising from outlicensed technology these divisions are the basis on which the group reports its primary segment information
the revenue and costs of each segment are clearly identiﬁable and allocated to each segment accordingly there are no intersegmental revenues the exceptional 
item shown within cost of sales for the prior year is included within the sale manufacture and development of pharmaceutical products operating segment
business segments
 2007  2006
     sale    sale 
     manufacture and    manufacture and
     development of  outlicensed   development of  outlicensed 
     pharmaceutical  product   pharmaceutical product 
     products royalties group  products royalties group 
continuing operations    £’000 £’000 £’000  £’000 £’000 £’000
revenue    30842 277 31119  17269 440 17709
segment result    4621 267 4354  9961 428 9533
finance income      1155    401
finance costs      417    431
loss before tax      3616    9563
tax       259    75
loss for the year attributable to equity shareholders    3357    9488
segment assets    67182 94 67276  34566 132 34698
unallocated assets      39989    25438
       107265    60136
segment liabilities    30727 67 30794  33709 75 33784
other segment items      
capital expenditure note 14    3278 — 3278  2629 — 2629
depreciation note 14    1373 — 1373  1391 — 1391
amortisation of intangible assets note 13    135 — 135  114 — 114
other noncash expenses    — — —  — — —
geographical segments
the group’s operations are located in the uk united states and australia the uk is the home country of the parent
the following table provides an analysis of the group’s sales by geographical market irrespective of the origin of the goodsservices along with the carrying 
amount of segment assets and capital expenditure on both property plant and equipment and intangible assets
 revenue  segment assets  capital expenditure
      2007 2006 2007 2006 2007 2006 
continuing operations     £’000 £’000 £’000 £’000 £’000 £’000
united kingdom     1905 1562 74551 27905 2396 2194
united states     29190 16087 493 5015 215 17
australia     24 60 2413 3462 667 418
      31119 17709 76471 26352 3278 2629
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   27 19062007   145340 protherics plc
annual report 2007 51
6 operating loss
operating loss has been arrived at after chargingcrediting
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
net foreign exchange gainslosses       754 454 9 602
research and development expenditure        13978 6747 33 33
inventories    
cost of inventories recognised as expense      11192 11193 — —
depreciation of property plant and equipment    
owned assets       870 1154 75 35
assets owned under ﬁnance leases       503 237 15 14
amortisation of purchased intangible ﬁxed assets      135 114 — —
operating leases – rentals payable
plant and equipment       15 25 1 1
other       529 463 81 30
loss on disposal of tangible ﬁxed assets       634 108 — 9
repairs and maintenance expenditure on property plant and equipment    653 595 1 —
amortisation of government grants       111 78 — —
government grants towards training costs       25 11 — —
exceptional closedown costs within cost of sales
1
      — 1362 — —
1
  during the year ended 31 march 2006 the group completed a major upgrade and expansion of its manufacturing facility in wales during this phase of the work the facility was 
shutdown for a substantial part of the year incurring £1362000 of expenditure which under normal circumstances would have been absorbed into stock manufactured during 
the year these costs had no effect on the tax credit for the period
the analysis of auditors’ remuneration is as follows
 2007 
 
2006
        kpmg 
        audit plc pwc llp total pwc llp 
        £’000 £’000 £’000 £’000
fees payable to the company’s auditors for the audit of the company’s annual accounts   42 62 104 21
fees payable to the company’s auditors and their associates for the audit of the company’s annual accounts  
the audit of the company’s subsidiaries pursuant to legislation     100 2 98 56
other services pursuant to legislation       42 1 41 24
tax services       26 54 80 117
services relating to corporate ﬁnance transactions entered into or proposed to be  
entered into by or on behalf of the company or any of its associates     239 — 239 —
other services       10 — 10 34
fees in respect of the audit of group’s deﬁned contribution pension scheme    — 2 2 2
during the year kpmg audit plc replaced pricewaterhousecoopers llp as auditors of the company the above table illustrates remuneration earned during 
the period each party held the position of auditor in addition to the above pricewaterhousecoopers llp earned £43000 following their resignation from 
services related to corporate ﬁnance transactions
fees payable to the company’s respective auditors and their associates for nonaudit services provided to the company are not required to be disclosed 
because the consolidated financial statements are required to disclose such fees on a consolidated basis 
of the fees earned by kpmg audit plc in relation to corporate ﬁnance transactions £107000 form part of the cost of the assets acquired and £132000 
has been charged to the share premium
7 staff costs 
the average number of persons including directors employed by the group and company during the year was
 group 
 
company
        2007 2006 2007 2006 
        number number number number
management       38 35 10 11
administration       35 27 11 8
research and production       164 135 — —
        237 197 21 19
0pthar07backindd   28 19062007   145340 protherics plc
annual report 2007 52
7 staff costs continued 
their total remuneration was
 group 
 
company
        2007 2006 2007 2006 
         £’000  £’000  £’000  £’000
salaries       8861 6849 2198 1621
social security costs       749 649 185 172
pension costs       714 629 156 209
        10324 8127 2539 2002
the group operates a deﬁned contribution pension scheme for the beneﬁt of all qualifying executive directors and employees the assets of the scheme 
are held separately from those of the group in funds under the control of the trustees where there are employees who leave the scheme prior to the 
contributions fully vesting in the scheme the contributions paid by the group are refunded
included within salaries above are bonuses of which £536000 2006 £397000 will be paid into the group’s deﬁned contribution pension scheme 
as disclosed in the directors’ remuneration report on page 36
pension contributions of £87000 2006 £74000 were included in accruals at the year end for the group no accruals were included in the company 
for the current and prior years
in addition to the wages and salaries analysis above are the effects of the sharebased compensation charge to the group during the year of £703000 
2006 £311000 the charge in respect of the company net of amounts recharged to group companies was £426000 2006 £217000
key management compensation 
 group
          2007 2006 
aggregate emoluments         £’000 £’000
salaries and shortterm employee beneﬁts         1846  1577
post employment beneﬁts         258 256
compensation for loss of ofﬁce         — 50
          2104 1883
in addition to the above the charge to income in respect of share options for key management personnel was £491000 2006 £232000
the key management ﬁgures given above include directors
directors’ emoluments
 group
          2007 2006 
aggregate emoluments         £’000 £’000
salaries and shortterm employee beneﬁts         1145 942
post employment beneﬁts         165 202
compensation for loss of ofﬁce         — 50
          1310 1194
the remuneration of the executive directors is decided by the remuneration committee full details of the directors’ remuneration and details of the 
directors’ options including gains made on the exercise of share options are contained in the directors’ remuneration report on pages 33 to 39
transactions with directors
on 3 january 2007 the group completed the acquisition of macromed inc subsequently renamed protherics salt lake city inc dr j gonella was a 
nonexecutive director and shareholder of macromed inc in consideration for his interest in macromed inc dr gonella received 8245815 protherics plc 
2p ordinary shares valued at £6102000 at the date of the transaction with a further 916202 2p ordinary shares valued at £678000 at the date of the 
transaction to be issued 18 months after the date of the transaction
jg consulting a business owned by dr gonella has charged the group for the provision of consultancy services supplied by employees other than 
dr gonella a total of 71000 during the year
during the year the company purchased equipment from bcs global networks limited a company for which s m wallis is a director at a cost of £28000 
bcs global networks limited also provided services amounting to £5000 in the year in addition the company also purchased services at a cost of £1000 
from lcg limited a company for which s m wallis is chairman 
all the transactions are considered by the board to be at armslength
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   29 19062007   145340 protherics plc
annual report 2007 53
8 finance income
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
bank interest and interest on deposits       1155 401 783 226
9 finance costs
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
interest payable on ﬁnance lease and hire purchase borrowings     213 133 4 1
interest payable on bank borrowings       17 22 — —
interest payable on 6 convertible unsecured loan notes     134 193 134 193
amortisation of 6 convertible unsecured loan notes      41 57 41 57
interest payable on notes payable to the south australian minister for primary industries    1 7 — —
other       11 19 3 2
        417 431 182 253
10 tax
an analysis of credit for the year all relating to continuing operations is set out below
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
current tax    
uk corporation tax credit for the current year      353 325 — —
adjustment in respect of prior years
uk corporation tax       7 — — —
        360 325 — —
foreign tax       3 3 — —
t otal current taxation       363 322 — —
deferred taxation
reduction in estimate of recoverable deferred tax asset     — 247 — —
utilisation of losses       104 — — —
        259 75 — —
corporation tax in the uk is calculated at 30 2006 30 of the estimated assessable proﬁt for the year taxes for other jurisdictions are calculated at the 
rates prevailing in the respective jurisdictions
the uk tax credits arising in the current and prior years were as a result of research and development expenditure claimed under the finance act 2000 
the tax for the year is lower 2006 lower than the standard rate of corporation tax in the uk 30 the differences are explained below
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
loss before tax       3616 9563 2153 3315
loss on ordinary activities multiplied by rate of corporation tax in the uk of 30 2006 30   1085 2869 646 995
adjustments in respect of foreign tax rates       778 386 — —
timing differences between capital allowances and depreciation     520 509 27 23
other timing differences       3646 4041 — —
other expenditure not deductible for tax purposes      692 302 12 322
additional tax credit for research and development expenditure incurred    449 349 — —
lower rate of tax on research and development credits surrendered     310 284 — —
utilisation of losses       4661 1775 — —
adjustments to tax in respect of prior years      10 — — —
losses surrendered to group companies       — — 607 650
total taxation       259 75 — —
0pthar07backindd   30 19062007   145341 protherics plc
annual report 2007 54
10 tax continued
deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 30 2006 30 the movement on the deferred tax 
account is as shown below
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
deferred tax asset recognised at 1 april       206 432 — —
income statement credit       104 247 — —
exchange differences       3 21 — —
deferred tax asset recognised at 31 march       99 206 — —
the deferred tax asset which relates to trading losses incurred in australia has been recognised in the financial statements following the development 
of the group’s products in prior years and the directors are of the opinion based on recent and forecast trading that the level of proﬁts in australia in 
the forthcoming years will lead to the realisation of this asset
in addition to the losses on which the deferred tax asset has been recognised the group has additional taxable losses and other timing differences in 
the united kingdom and the united states which arose as a result of the research and development incurred during the startup of the group’s activities 
these losses are available for offset against future taxable proﬁts in these territories a deferred tax asset has not been recognised in respect of these losses 
and other temporary differences since the group does not anticipate generating sufﬁcient taxable proﬁts to utilise these losses within the immediate future 
and consequently the recoverability of the deferred tax asset is uncertain the total amount of deferred tax asset not recognised measured at 30 the rate 
of corporation tax in the united kingdom 2006 30 is approximately £23 million of which £1 million related to temporary differences and £22 million was 
in respect of losses 2006 approximately £27 million of which £4 million related to temporary differences and £23 million was in respect of losses 
the movements in the deferred tax asset and liabilities prior to the offsetting of balances within the same jurisdiction as permitted by ias 12 income taxes 
during the year are as shown below the deferred tax asset and liabilities are only offset where there is a legally enforceable right of offset and there is an 
intention to settle the balance net
deferred tax asset 
          tax losses total 
          £’000 £’000
at 1 april 2006         206 206
credited to the income statement         104 104
exchange differences         3 3
at 31 march 2007         99 99
there were no recognised deferred tax liabilities at 31 march 2007 or 31 march 2006
at 31 march 2007 the group had tax losses subject to the agreement of the taxation authorities of approximately £84 million 2006 £72 million available for 
offset against future taxable proﬁts of the same trade included within these total losses approximately £247 million 2006 £186 million relates to protherics inc 
and of these the use of £216 million is restricted to us27 million per year
at the balance sheet date the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax 
liabilities had not been recognised was £nil 2006 £nil no liability has been recognised in respect of these differences because the group is in a position 
to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future
in march 2007 proposals were announced to change the uk rate of corporation tax from 30 to 28 with effect from 1 april 2008 this will reduce the 
deferred tax asset available in future periods
11 loss per share
basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding 
during the year for diluted loss per share the weighted average number of ordinary shares in issue would be adjusted to assume conversion of all dilutive 
potential ordinary shares the company would have three categories of dilutive potential ordinary shares share options warrants and the 6 unsecured 
convertible loan notes
the company has been loss making in both the current and prior year and as such should the company be called upon to issue shares the effect would 
be antidilutive
the calculation of the basic and diluted loss per share is based on the loss of £3357000 2006 £9488000 and on 285365704 ordinary shares 
2006 246854698 being the weighted average number of ordinary shares in issue the weighted average number of shares in issue for the year ended 
31 march 2006 has been adjusted for the cash placing and open offer during the current year this had no effect on the loss per share previously reported
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   31 19062007   145341 protherics plc
annual report 2007 55
12 goodwill
group          £’000
cost    
at 1 april 2005 and 1 april 2006          9199
additions see note 28          1676
exchange differences          3
at 31 march 2007          10878
accumulated impairment losses          
at 1 april 2005 1 april 2006 and 31 march 2007         —
carrying amount          
31 march 2007          10878
31 march 2006          9199
the goodwill at 31 march 2006 arose on the acquisition of enact pharma plc in june 2003 with the addition in the current year arising from the acquisition 
of macromed inc each of which is considered to be a separate cashgenerating unit
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired at 31 march 2007 there were 
no accumulated impairment losses the recoverable amount of the cashgenerating unit is determined from a value in use calculation 
the key assumptions for the value in use calculation are those regarding the launch dates of products which in the cases of enact pharma plc and 
macromed inc are principally voraxaze™ and oncogel
tm
 respectively the expected unit sales and expected changes to selling prices and direct costs 
during the year changes are based on expectations of future changes in the market a discount rate of 14 has been applied the calculations are based 
upon the most recent cash ﬂow forecasts covering the next ten years in the case of voraxaze™ and twelve years in the case of oncogel
tm
 these forecasts 
have been approved by management
the company had no goodwill
13 other intangible assets
         patents and  other  
         trademarks intangibles total 
group        £’000  £’000 £’000
cost    
at 1 april 2005        858 565 1423
exchange differences        76 50 126
at 1 april 2006        934 615 1549
acquisitions        — 18830 18830
exchange differences        108 55 163
at 31 march 2007        826 19390 20216
amortisation    
at 1 april 2005        342 — 342
charge for the year        114 — 114
exchange differences        33 — 33
at 1 april 2006        489 — 489
charge for the year        107 28 135
exchange differences        60 — 60
at 31 march 2007        536 28 564
carrying amount
31 march 2007        290 19362 19652
31 march 2006        445 615 1060
0pthar07backindd   32 19062007   145341 protherics plc
annual report 2007 56
13 other intangible assets continued
patents and trademarks are amortised over their estimated useful lives which is on average eight years 
         carrying remaining  
         value amortisation  
signiﬁcant other intangible assets        £’000 period
intangible assets arising from the acquisition of protherics salt lake city inc formerly macromed inc   12223 not amortised
1
customer list purchased from f hoffman laroche limited      545 not amortised
2
covaccine ht        309 10 years
advanced in vitro cell technologies sl – asset in development      563 not amortised
1
glenveigh pharmaceuticals llp – asset in development      5722 not amortised
1
1
 assets in development are not amortised
2
 to be amortised commencing after receipt of european marketing approvals for digifab
®

there are no selfgenerated intangibles
the company had no other intangible assets
14 property plant and equipment
          furniture  
        land and plant and ﬁxtures and  
        buildings machinery equipment total 
group       £’000 £’000 £’000 £’000
cost    
at 1 april 2005       5331 7861 2435 15627
reclassiﬁcation       — 21 21 —
additions       111 2218 300 2629
disposals       44 328 484 856
exchange differences       11 8 28 47
at 1 april 2006       5409 9780 2258 17447
reclassiﬁcation       — 11 11 —
additions       319 2290 669 3278
acquisition of subsidiary       253 342 28 623
disposals       5 1664 78 1747
exchange differences       4 2 25 31
at 31 march 2007       5972 10757 2841 19570
depreciation    
at 1 april 2005       3008 4312 1308 8628
reclassiﬁcation       — 92 92 —
charge for the year       390 652 349 1391
disposals       44 261 391 696
exchange differences       — 5 10 15
at 1 april 2006       3354 4800 1184 9338
reclassiﬁcation       — 8 8 —
charge for the year       337 666 370 1373
disposals       3 1042 66 1111
exchange differences       — 3 14 17
at 31 march 2007       3688 4429 1466 9583
carrying amount
31 march 2007       2284 6328 1375 9987
31 march 2006       2055 4980 1074 8109
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   33 19062007   145341 protherics plc
annual report 2007 57
14 property plant and equipment continued
           2007  2006 
land and buildings comprise          £’000   £’000
freehold         1213 1318
short leasehold         1071 737
          2284 2055
plant and machinery includes cost of £498000 2006 £1638000 in respect of assets in the course of construction
the net book value of plant and machinery and furniture ﬁxtures and equipment includes £4740000 2006 £2752000 in respect of assets held under 
ﬁnance lease and hire purchase agreements depreciation for the year on those assets was £503000 2006 £237000
         land and plant and  
         buildings machinery total 
company        £’000 £’000 £’000
cost          
at 1 april 2005        42 323 365
additions        — 141 141
disposals        42 106 148
at 1 april 2006        — 358 358
additions        — 222 222
at 31 march 2007        — 580 580
depreciation    
at 1 april 2005        42 81 123
charge for the year        — 49 49
disposals        42 52 94
at 1 april 2006        — 78 78
charge for the year        — 90 90
at 31 march 2007        — 168 168
carrying amount
31 march 2007        — 412 412
31 march 2006        — 280 280
plant and machinery includes cost of £nil 2006 £132000 in respect of assets in the course of construction
the net book value of plant and machinery includes £67000 2006 £2000 in respect of assets held under ﬁnance lease and hire purchase agreements 
depreciation for the year on those assets was £15000 2006 £14000
15 investments 
fixed asset investments
          long term  
         shares loans total 
company        £’000 £’000 £’000
cost    
at 1 april 2005 and 1 april 2006         9929 52676 62605
additions        30 — 30
at 31 march 2007        9959 52676 62635
provision at 1 april 2005 1 april 2006 and 31 march 2007      119  129 248
carrying amount    
31 march 2007         9840  52547 62387
31 march 2006        9810  52547 62357
0pthar07backindd   34 19062007   145341 protherics plc
annual report 2007 58
15 investments continued
fixed asset investments continued
details of subsidiary undertakings all of which are consolidated and registered in england and wales unless noted are as follows
   of ordinary 
  shares held status
direct holdings
protherics medicines development limited formerly protherics molecular design limited 100 trading
protherics inc formerly therapeutic antibodies inc 100 trading incorporated in delaware usa
proteus biotechnology limited 100 dormant
enact pharma limited 100 trading
genethics limited 76 dormant
indirect holdings
protherics uk limited 100 trading
protherics australasia pty limited 100 trading incorporated in australia
protherics utah inc 100 trading incorporated in delaware usa
protherics salt lake city inc formerly macromed inc 100 trading incorporated in delaware usa
enzacta rd limited 998 dormant
enzacta limited 998 dormant
kymed gb limited 100 dormant
de montfort biopharma limited 100 dormant
tab wales limited 100 dormant
tab london limited 100 dormant
polyclonal antibodies limited 100 dormant
protherics services pty limited 100 dormant incorporated in australia
all of the trading subsidiaries are engaged in the research development manufacture and sale of pharmaceutical products and potential drugs for 
use in the treatment of human diseases
16 inventories
 group
          2007 2006 
          £’000 £’000
raw materials and consumables         2540 1455
work in progress         8049 9382
finished goods         118 50
          10707 10887
the company had no inventories
17 trade and other receivables
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
amounts falling due within one year    
trade receivables       13516 2926 — —
less allowance for impairment of receivables      — — — —
trade receivables – net       13516 2926 — —
amounts owed by group undertakings       — — 39389 16848
other receivables       560 845 14 146
prepayments and accrued income       990 749 244 204
        15066 4520 39647 17198
a signiﬁcant proportion of the group’s revenue is generated by the sale of its crofab™ and digifab™ products into the us through its distribution agreement 
with fougera a division of altana inc which would generally make up the majority of the trade receivables the carrying value of this and other trade receivables 
has been determined by the group’s management based on prior experience and their assessment of the current economic environment the average credit 
period taken on sales of goods is 30 days at 31 march 2007 trade receivables included an amount of £10000000 due from astrazeneca uk ltd in relation 
to a milestone due on the cytofab™ licence agreement an amount which was invoiced in march 2007 and paid in april 2007 the directors consider that the 
carrying amount of trade and other receivables approximates to their fair value
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   35 19062007   145341 protherics plc
annual report 2007 59
18 cash and cash equivalents
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
cash at bank and in hand       1216 934 49 222
short term bank deposits       38773 24504 38773 8295
        39989 25438 38822 8517
bank overdrafts note 20       — — — —
        39989 25438 38822 8517
cash and cash equivalents comprise current accounts held by the group with immediate access and shortterm bank deposits with a maturity of three months 
or less market rates of interest are earned on such deposits the credit risk on such funds is limited because the counterparties are banks with high credit 
ratings assigned by international credit rating agencies
19 trade and other payables
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
current liabilities    
trade payables       4303 5227 544 738
amounts owed to group undertakings       — — 7202 4423
other payables       183 673 252 —
accruals       2924 2223 1071 1011
deferred income       6627 7599 — —
        14037 15722 9069 6172
noncurrent liabilities     
accruals       120 — — —
deferred income       10724 13081 — —
        10844 13081 — —
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit taken for trade purchases 
is 48 days
included within deferred income are the following capital grants
 group
          2007 2006 
          £’000 £’000
deferred income – falling due in less than one year        102 111
deferred income – falling due after more than one year        660 762
          762 873
during the year capital grants of £nil 2006 £250000 were received and £111000 2006 £78000 was released to the income statement as a result of 
these grants the welsh development agency has a legal charge over certain buildings plant and equipment securing grants received amounting to £33000 
and the group is required to maintain certain employment levels at its welsh manufacturing facility
the company had no deferred income
the directors consider that the carrying amount of trade payables approximates to their fair value
0pthar07backindd   36 19062007   145341 protherics plc
annual report 2007 60
20 borrowings
 group
          2007 2006 
          £’000 £’000
bank overdrafts         — —
bank loans    
secured         157 201
          157 201
notes payable to south australian minister for primary industries       46 58
          203 259
the borrowings are repayable as follows    
on demand or within one year         46 37
in the second year         14 25
in the third to ﬁfth years inclusive         143 197
after ﬁve years         — —
          203 259
amounts due for settlement within one year        46 37
amounts due for settlement after one year         157 222
          203 259
the company has no borrowings
analysis of borrowings by currency
          australian 
group       sterling us dollars  dollars total 
at 31 march 2007       £’000  £’000  £’000  £’000
bank loans       9 148 — 157
notes payable to south australian minister for primary industries     — — 46 46
        9 148 46 203
at 31 march 2006    
bank loans       32 169 — 201
notes payable to south australian minister for primary industries     — — 58 58
        32 169 58 259
the effective interest rates at the balance sheet dates were as follows 
           2007  2006 
             
bank overdrafts         — —
sterling bank loans         80 80
us dollar bank loans         56 56
notes payable to south australian minister for primary industries       65 65
the directors estimate the fair value of the group’s borrowings by discounting the future cash ﬂows at the market rate set out below to be as follows
 2007 
 
2006
         £’000    £’000  
sterling bank loans       9 92 34 85
us dollar bank loans       137 94 155 89
notes payable to south australian minister for primary industries     42 65 51 65
        188  240 
the group had no undrawn committed borrowing facilities available at 31 march 2007 31 march 2006 £nil
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   37 19062007   145341 protherics plc
annual report 2007 61
20 borrowings continued
the other principal features of the group’s borrowings are as follows
  the group’s sterling loan was obtained upon the acquisition of enact pharma plc in june 2003 the loan was taken out by enact pharma plc in june 2002 
repayments commenced in march 2003 and will continue until august 2007 the loan is secured over the assets of that company and its immediate 
subsidiaries the loan carries a ﬁxed interest rate of 8 per annum
  the group’s us dollar denominated loan was taken out in august 2004 repayments commenced in september 2004 and will continue until august 2009 
when substantially all of the principal received on inception will become repayable the loan is secured by a charge over certain of the group’s assets 
and carries an interest rate of 5625
  the notes payable to the south australian minister for primary industries the “minister” are secured on buildings and equipment of protherics 
australasia pty limited repayment is in instalments with the ﬁnal instalment due in april 2008 the interest rate is variable at the discretion of the 
minister and is currently in line with market interest rates
21 6 convertible unsecured loan notes
the 6 convertible unsecured loan notes denominated in sterling were issued on 19 june 2003 as part of the consideration to acquire enact pharma plc 
interest on the loan notes is payable twice annually in arrears if not previously repaid converted or repurchased the loan notes will be repaid at par on 
19 june 2010 the loan notes are convertible at 25p per ordinary share at the holder’s option from the earlier of 19 december 2004 or such date that the 
company has received fda marketing approval for voraxaze™ but in any event no earlier than 19 june 2004 the company can enforce conversion should the 
principal amount of the loan notes outstanding be equal to 20 or less of the total notes issued at any time or if the middle market quotation of an ordinary 
share at the close of a consecutive ﬁve business day period after 19 june 2006 is greater than 325p the terms of the loan notes permit the company to 
repurchase the loan notes at any time by tender available to all holders alike or by privately negotiated transactions with individual holders at any price
upon adoption of ias 32 financial instruments disclosure and information and ias 39 financial instruments recognition and measurement at 1 april 2005 
the net proceeds received from the issue of the 6 convertible unsecured loan notes have been split between the liability element and an equity component 
representing the fair value of the embedded option to convert the liability into the equity of the group as follows
group and company          £’000
nominal value of convertible loan notes issued         7196
equity component at date of issue          711
liability component at date of issue          6485
          2007 2006 
group and company         £’000 £’000
liability component at 1 april         2469 3480
interest charged         41 57
liability converted to equity         410 1068
liability component at 31 march         2100 2469
the directors estimate that the fair value of the liability component at 31 march 2007 to be approximately £2047000 2006 £2424000 using an interest rate 
to discount estimated future cash ﬂows of 98 2006 9
during the current year an additional loan note amounting to £17000 with identical terms to the original loan notes above was issued following the exercise 
of warrants in enact pharma limited see note 24 the note was considered to be wholly equity and was converted in its entirety shortly after issue
in addition a noninterest bearing loan note repayable at par on 31 march 2026 was issued to covaccine bv as consideration for the inlicense of the 
covaccine ht adjuvant the €350000 loan note could be converted into 295413 protherics plc ordinary 2p shares
net proceeds received from the issue of this loan note was split between the liability element and the equity component representing the fair value of the 
embedded option to convert the liability into the equity of the group as follows
group and company          £’000
nominal value of convertible loan note issued         242
equity component at date of issue          169
liability component at date of issue          73
the entire loan note was converted during the year
0pthar07backindd   38 19062007   145342 protherics plc
annual report 2007 62
22 obligations under ﬁnance leases
 minimum lease  present value of  
 payments 
 
minimum lease payments
        2007  2006  2007  2006 
group       £’000  £’000  £’000  £’000
amounts payable under ﬁnance leases
within one year       1392 733 1048 623
in the second to ﬁfth years inclusive       3084 1392 2289 1216
        4476 2125 3337 1839
less future ﬁnance charges       1139 286  
present value of lease obligations       3337 1839 3337 1839
less amounts due for settlement within one year shown within current liabilities     1048 623
amount due for settlement after one year         2289 1216
company
amounts payable under ﬁnance leases
within one year       27 1 24 1
in the second to ﬁfth years inclusive       32 — 31 —
        59 1 55 1
less future ﬁnance charges       4 —  
present value of lease obligations       55 1 55 1
less amounts due for settlement within one year shown within current liabilities     24 1
amount due for settlement after one year         31 —
it is the group’s policy to lease certain of its plant and equipment under ﬁnance leases the average lease term on inception is three to ﬁve years for the 
year ended 31 march 2007 the average effective borrowing rate for the group was 81 2006 76 and for the company was 68 2006 159 interest 
rates are ﬁxed at the contract date all leases are on a ﬁxed repayment basis and no arrangements have been entered into for contingent rental payments
the fair value of the group and company’s lease obligations approximates to their carrying amount
the denomination of the group and company’s lease obligations were as follows
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
sterling       3078 1754 55 1
us dollars       82 — — —
australian dollars       177 85 — —
        3337 1839 55 1
the obligations under hire purchase agreements for both the group and the company are secured by a charge over the leased assets
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   39 19062007   145342 protherics plc
annual report 2007 63
23 derivative ﬁnancial instruments
the group utilises currency derivatives to hedge signiﬁcant future transactions and cash ﬂows the group is a party to a variety of foreign currency forward 
contracts and options in the management of its exchange rate exposures the instruments purchased are primarily denominated in us dollars the currency 
of the group’s principal market
at the balance sheet date the fair market value of the derivative ﬁnancial instruments were
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
contracts with positive fair values          
forward foreign exchange contracts       114 — 114 —
t otal ﬁnancial assets       114 — 114 —
contracts with negative fair values          
foreign exchange options       — 136 — 136
derivative instrument liabilities       — 136 — 136
changes in fair market value are recognised in the income statement as they arise the credit for the year ended 31 march 2007 was £250000 
2006 charge of £531000
all the contracts mature within one year of the balance sheet date
24 share capital
 company  company 
 2007 
 
2006
        number of   number of  
        shares £’000 shares £’000
authorised            
ordinary shares of 2p each       475000000 9500 350000000 7000
allotted calledup and fully paid          
ordinary shares of 2p each          
at 1 april       259287068 5186 242204390 4844
allotted under share option schemes       231321 5 1441097 29
cash placing and open offer       58715544 1174 — —
issued to astrazeneca uk ltd under cytofab™ outlicense agreement    — — 10990621 220
issued in consideration of glenveigh pharmaceuticals llp inlicence agreement    3093638 62 — —
issued as consideration for acquisition of macromed inc     15677199 314 — —
conversion of 6 unsecured convertible loan notes      1828572 36 4650960 93
conversion of covaccine convertible loan note note 21     295413 6 — —
at 31 march       339128755 6783 259287068 5186
share warrants
at 31 march 2007 there are unexercised warrants for 100000 ordinary shares 2006 200000 ordinary shares in enact pharma limited a company acquired 
in june 2003 which expire 9 july 2012 and are exercisable at 30p per share should these be exercised the company is entitled to repurchase these shares 
by issuing £1705 6 convertible unsecured loan notes per 100 enact pharma limited ordinary shares the terms of these loan notes are disclosed in note 
21 to the financial statements 
at 31 march 2006 there were also unexercised warrants for 12500 ordinary shares in enact pharma limited exercisable at 60p per share which expired 
unexercised on 12 march 2007
0pthar07backindd   40 19062007   145342 protherics plc
annual report 2007 64
24 share capital continued
share options
details of outstanding share options are as follows
      at 1 april   cancelled at 31 march exercise 
      2006 granted exercised or expired 2007 price p
date exercisable      
individual unapproved      
22 dec 2002 to 21 dec 2009     600000 — — — 600000 3900 
9 jul 2002 to 8 jul 2010     25000 — — — 25000 4000
9 jul 2002 to 8 jul 2010     15000 — — — 15000 2500
9 jul 2002 to 31 may 2007     3850 — — — 3850 us600
12 dec 2007 to 11 dec 2009     — 40000 — — 40000 8500
12 jun 2008 to 11 jun 2010     — 40000 — — 40000 8500
approved       
28 jan 2003 to 27 jan 2010     49245 — 2321 — 46924 3750 
28 feb 2004 to 27 feb 2011     292000 — 24000 4000 264000 4350 
16 feb 2009 to 15 feb 2016     25401 — — — 25401 9350
unapproved       
22 jun 2001 to 21 jun 2008     170000 — 105000 — 65000 4600 
22 dec 2002 to 21 dec 2009     485000 — 100000 — 385000 3900 
27 jan 2003 to 26 jan 2010     87097 — — — 87097 3750 
2 aug 2003 to 1 aug 2010     2908 — — — 2908 2850 
22 feb 2004 to 21 feb 2011     1145000 — — — 1145000 4350 
16 jan 2005 to 15 jan 2012     2177000 — — — 2177000 3950 
9 jul 2005 to 8 jul 2012     350000 — — — 350000 2500
20 jun 2006 to 19 jun 2013     900000 — — — 900000 2325
24 jun 2006 to 23 jun 2013     30000 — — — 30000 2300
1 mar 2007 to 28 feb 2014     900000 — — 164340 735660 5850
1 mar 2009 to 28 feb 2014     325000 — — — 325000 5850
27 sep 2007 to 26 sep 2014     310000 — — — 310000 4950
28 feb 2008 to 27 feb 2015
1
      716475 — — — 716475 200
19 jul 2008 to 18 jul 2015
2
     113785 — — — 113785 200
7 sep 2008 to 6 sep 2015     115000 — — — 115000 6050
21 dec 2008 to 20 dec 2015
3
      763665 — — — 763665 200
21 dec 2008 to 20 dec 2015      85000 — — — 85000 7850
12 jun 2009 to 11 jun 2016
4
     — 953820 — 9461 944359 200
12 jun 2008 to 11 jun 2016

     — 109806 — — 109806 200
12 jun 2008 to 11 jun 2016     — 10000 — — 10000 8500
11 jul 2009 to 10 jul 2016     — 50000 — — 50000 7850
1 aug 2009 to 31 jul 2016
5
     — 9284 — 9284 — 200
22 aug 2009 to 21 aug 2016
6
     — 6383 — — 6383 200
15 dec 2009 to 14 dec 2016
7
      — 970615 — — 970615 200
15 dec 2009 to 14 dec 2016     — 50000 — — 50000 7375
5 jan 2010 to 4 jan 2017     — 740000 — 110000 630000 7225
savings related options      
1 feb 2009 to 31 jul 2009     270118 — — 24164 245954 6500
1 feb 2011 to 31 jul 2011     401738 — — 19814 381924 6500
1 feb 2010 to 31 jul 2010     — 68424 — — 68424 5800
1 feb 2012 to 31 jul 2012     — 115749 — — 115749 5800
protherics plc option plan for therapeutic antibodies inc employees
27 jan 2000 to 29 jun 2008     162238 — — — 162238 1750 
            to 3120
      10520520 3164081 231321 341063 13112217 
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   41 19062007   145342 protherics plc
annual report 2007 65
24 share capital continued
share options continued
  options issued under the long term incentive plan approved by the shareholders on 27 january 2005 the price of a share at the date of grant was 1 5475p 2 5700p 
3 7850p 4 8500p 5 8000p 6 7925p and 7 7375p
 options issued under the deferred bonus plan approved by the shareholders on 27 january 2005 the price of a share at the date of grant was 8500p
therapeutic antibodies former employees and consultants
at 31 march 2006 options over 391929 shares held under the therapeutic antibodies 1990 plan could have been granted upon request by therapeutic 
antibodies former employees and consultants under the terms of the merger agreement dated 20 may 1999 option prices ranged from 516 to 699 
per share during the current year all remaining options expired unexercised
25 share premium account
 company
          2007 2006 
          £’000 £’000
at 1 april         86770 77881
premium arising on issue of equity shares         
allotted under share option schemes         94 520
cash placing and open offer         36991 —
issued to astrazeneca uk ltd under cytofab™ outlicense agreement      — 7280
issued in consideration of glenveigh pharmaceuticals llp inlicence agreement     2227 —
issued as consideration for acquisition of macromed inc       11288 —
conversion of unsecured convertible loan notes        683 1089
expenses on issue of equity shares         2102 —
at 31 march         135951 86770
26 statement of changes in equity
         cumulative  
    share  share  shares to  merger  equity  translation  retained  
    capital premium be issued reserve reserve reserve earnings total 
group   £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
balance at 1 april 2005   4844 77881 — 51163 378 33 107662 26571
currency translation adjustments   — — — — — 158 — 158
net expense recognised directly in equity   — — — — —  158 —  158
loss for the year   — — — — — — 9488 9488
total recognised loss for the year   — — — — —  158  9488 9646
new share capital subscribed   249 7800 — — — — — 8049
conversion of convertible loan notes   93 1089 — —  115 — — 1067
employee share option scheme        
value of services provided   — — — — — — 311 311
balance at 31 march 2006   5186 86770 — 51163 263 191 116839 26352
currency translation adjustments   — — — — — 749 — 749
net expense recognised directly in equity   — — — — — 749 — 749
loss for the year   — — — — — — 3357 3357
total recognised proﬁtloss for the year  — — — — — 749 3357 2608
new share capital subscribed   1560 48499 — — — — — 50059
shares to be issued see note 28   — — 1289 — — — — 1289
new loan notes issued see note 21   — — — — 186 — — 186
conversion of convertible loan notes   37 682 — — 229 — — 490
employee share option scheme        
value of services provided   — — — — — — 703 703
balance at 31 march 2007   6783 135951 1289 51163 220 558 119493 76471
the merger reserve arose upon a merger involving the group in september 1999 the equity reserve arises from the 6 convertible unsecured loan notes 
see note 21
goodwill on acquisition written off in prior years amounts to £1909000 
0pthar07backindd   42 19062007   145342 protherics plc
annual report 2007 66
26 statement of changes in equity continued
      share share  shares to equity retained  
      capital premium be issued reserve earnings total 
company     £’000 £’000 £’000 £’000 £’000 £’000
balance at 1 april 2005     4844 77881 — 378 9641 73462
loss for the year     — — — — 3315 3315
total recognised loss for the year     — — — —  3315  3315
new share capital subscribed     249 7800 — — — 8049
conversion of convertible loan notes     93 1089 —  115 — 1067
employee share option scheme       
value of services provided     — — — — 311 311
balance at 31 march 2006     5186 86770 — 263 12645 79574
loss for the year     — — — — 2153 2153
total recognised loss for the year     — — — — 2153 2153
new share capital subscribed     1560 48499 — — — 50059
shares to be issued see note 28     — — 1289 — — 1289
conversion of convertible loan notes     37 682 — 43 — 676
employee share option scheme
value of services provided     — — — — 713 713
balance at 31 march 2007     6783 135951 1289 220 14085 130158
the equity reserve arises from the 6 convertible unsecured loan notes see note 21
27 operating lease commitments
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
minimum lease payments under operating leases recognised in income for the year   544 488 82 31
at the balance sheet date the outstanding commitments for future minimum lease payments under noncancellable operating leases fell due as follows
 2007 
 
2006
         vehicles  vehicles 
         plant and  plant and 
        property equipment property equipment 
group       £’000 £’000 £’000 £’000
within one year       535 14 431 16
in the second to ﬁfth years inclusive       510 18 600 16
after ﬁve years       — — 39 —
        1045 32 1070 32
company
within one year       61 — 45 —
in the second to ﬁfth years inclusive       — — 34 —
after ﬁve years       — — — —
        61 — 79 —
operating lease payments represent rentals payable for certain of its ofﬁce properties and plant and equipment under noncancellable operating lease 
agreements the leases have various terms and renewal rights
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   43 19062007   145342 protherics plc
annual report 2007 67
28 acquisition of business operations 
on 3 january 2007 the company acquired 100 of the issued share capital of macromed inc subsequently renamed protherics salt lake city inc 
a private us company in order to access its lead product oncogel
tm
 a novel sustained release formulation of paclitaxel for local administration in 
oesophageal and brain cancers prior to the acquisition the group had loaned 1000000 to macromed inc
the goodwill arising on acquisition results from assets which cannot be recognised separately and measured reliably including early stage pipeline products 
and a highly skilled workforce
protherics salt lake city inc contributed revenue of £26000 and a loss of £637000 in the period since acquisition
         book   fair value  fair 
         value adjustment  value 
         £’000  £’000  £’000
noncurrent assets   
intangible assets – in process research and development      — 12208 12208
intangible assets – other        157 157 —
property plant and equipment        623 — 623
current assets        432 — 432
current liabilities
1
        1680 178 1502
noncurrent liabilities        241 194 47
total assets acquired        709 12423 11714
goodwill        — 1676 1676
total consideration        709 14099 13390
settled by equity issued at market value on date of acquisition        11602
deferred consideration to be paid in equity         1289
cash paid          499
cash and cash equivalents included in undertaking acquired        125
net cash consideration          374
1 
includes £509000 advanced to macromed inc by the company prior to its acquisition
t otal consideration includes £499000 of directly attributable costs
deferred tax liabilities that arise on the recognition of in process research and development have been offset by deferred tax assets relating to trading losses
29 capital and other ﬁnancial commitments 
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
contracts placed for future capital expenditure not provided in the financial statements   581 1348 — 68
30 sharebased payments 
the group has elected to apply ifrs 2 sharebased payments to all sharebased awards and options granted post 7 november 2002 that had not vested 
by 1 january 2005 these options have been issued under the unapproved share option plan individual option arrangements the executive share option 
plan “esop” the long term incentive plan “ltip” savings related share option plan and the deferred bonus plan
under the unapproved share option plan and the esop  the remuneration committee can grant options over shares in the company to employees of the 
group options are granted with a ﬁxed exercise price equal to the market price of the shares under option at the date of the grant the vesting period is 
generally three years and subject to performance criteria if the options remain unexercised after a period of ten years from the date of grant the options 
expire furthermore except in deﬁned circumstances options are forfeited if the employee leaves the group before the option vests
under the ltip  the remuneration committee can grant equitysettled options over shares in the company but these awards are generally reserved for directors 
and employees at senior manager level the options are granted at a ﬁxed exercise price which is generally equal to the nominal value of the shares under 
the award as with the above plans the vesting period is generally three years subject to performance criteria and if the options remain unexercised after 
a period of ten years from the date of grant the options expire furthermore except in deﬁned circumstances options are forfeited if the employee leaves 
the group before the option vests
awards under the savings related share option plan are made available to all employees who have been with the company for more than six months 
options under this plan are awarded at a discount of up to 20 of the market price of the shares under option at the date of the invitation to enter the plan 
the vesting period is either three or ﬁve years with a six month period to exercise after the vesting period there are no performance criteria attached to 
these options the options are forfeited if the employee leaves the group during the vesting period
under the deferred bonus plan the remuneration committee can grant options over shares in the company but these awards are generally reserved for 
directors and employees at senior manager level the options are granted at a ﬁxed price which is generally equal to the nominal value of the shares under 
the award the vesting period is generally two years with no performance criteria if the options remain unexercised after a period of ten years from the date 
of grant the options expire furthermore except in deﬁned circumstances options are forfeited if the employee leaves the group before the option vests
0pthar07backindd   44 19062007   145343 protherics plc
annual report 2007 68
30 sharebased payments continued
the share options granted have varying performance criteria required for the option to vest and these are considered in the method of measuring the fair 
value where it is considered appropriate the fair value is measured using the blackscholes model where complex market performance criteria exist 
a simulation model has been used based on the same underlying methodology as the blackscholes model to establish the fair value on grant
the fair values of the options granted performance criteria and the assumptions used in the calculation of fair value are as follows
awards under esop and unapproved share option plan
      20 jun 24 jun  1 mar  1 mar 27 sep  7 sep 
grant date      2003 2003 2004  2004 2004  2005
share price at grant date p     2325 2300 5850 5850 4950 6050
exercise price p     2325 2300 5850 5850 4950 6050
number of employees     10 2 15 1 3 2
shares under option     1250000 30000 1240000 325000 310000 115000
fair value p     945 945 2557 3377 1931 1998
dividends yield     — — — — — —
vesting period years     3 3 3 5 3 3
expected volatility     462 462 470 470 453 385
option life years     10 10 10 10 10 10
expected life years     5 5 5 5 5 5
risk free rate     375 375 464 464 474 412
performance criteria     1 1 2 3 2 4
      21 dec  16 feb  12 jun  11 july  15 dec  5 jan 
grant date     2005 2006 2006 2006 2006  2007
share price at grant date p     7850 9350 8500 7850 7375 7225
exercise price p     7850 9350 8500 7850 7375 7225
number of employees     5 1 1 1 1 35
shares under option     85000 25401 10000 50000 50000 740000
fair value p     3138 4541 3154 3150 3176 3585
dividends yield     — — — — — —
vesting period years     3 3 3 3 3 3
expected volatility     410 412 412 412 415 416
option life years     10 10 10 10 10 10
expected life years     5 5 5 5 5 5
risk free rate     468 468 459 468 463 468
performance criteria     4 4 4 none none 4
ltip awards
     28 feb  19 jul 21 dec  12 jun  1 aug  22 aug  15 dec 
grant date    2005  2005 2005 2006 2006 2006  2006
share price at grant date p    5475 5700 7850 8500 8000 7925 7375
exercise price p    200 200 200 200 200 200 200
number of employees    22 2 16 34 1 1 16
shares under option    741669 113785 775887 953820 9284 6383 970615
fair value p    3371 3822 6086 5829 5394 5266 5565
dividends yield    — — — — — — —
vesting period years    3 3 3 3 3 3 3
expected volatility    418 390 410 412 409 409 415
option life years    10 10 10 10 10 10 10
expected life years    5 5 5 5 5 5 5
risk free rate    468 418 468 459 468 468 463
performance criteria    4 4 4 4 4 4 4
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   45 19062007   145343 protherics plc
annual report 2007 69
30 sharebased payments continued
other awards
           12 jun      
      11 jan 11 jan  12 jan 12 jan 2006 12 jun 12 jun 
     2006 2006 2007 2007 deferred  2006 2006 
grant date    sharesave sharesave sharesave sharesave bonus individual individual
share price at grant date p    8600 8600 7550 7550 8500 8500 8500
exercise price p    6500 6500 5800 5800 200 8500 8500
number of employees    38 35 14 9 8 5 5
shares under option    270118 401738 68424 115749 109806 40000 40000
fair value p    3720 4409 3259 3981 8318 2616 2880
dividends yield    — — — — — — —
vesting period years    3 5 3 5 2 15 20
expected volatility    412 409 396 418 427 427 427
option life years    35 55 35 55 10 25 30
expected life years    3 5 3 5 5 25 3
risk free rate    410 410 518 504 459 459 459
performance criteria    none none none none none none none
1  to vest the company’s share price is required to outperform the average price of shares in the ftse all share pharmaceutical and biotech index in any three year period 
commencing on or after the date of grant of the option 
2  performance will be measured once only after three years from the date of grant of the option if the total shareholder return of the company reaches the median of the ftse 
all share pharmaceutical and biotech index one third of the shares under option become exercisable rising on a sliding scale such that all the shares under option become 
exercisable if the company’s performance is at or above the upper quartile the remuneration committee must also be satisﬁed that there has been an improvement in the 
company’s underlying ﬁnancial performance over the period
3 as 2 except that performance measured after ﬁve years
4  provided the remuneration committee is satisﬁed that the company has achieved sound underlying performance awards will vest based on the company’s total shareholder 
return “tsr” performance will be measured after three years from grant by measuring the tsr of the company against a comparator group consisting of the primary listed 
components of the ftse all share pharmaceutical and biotech index but excluding those companies in the ftse 100 currently astrazeneca plc glaxosmithkline plc and 
shire plc tsr will normally be averaged across a period of three months before the date of the award and three months before the date on which the performance period ends 
although the committee may determine that a different averaging period is appropriate and properly reﬂective of management performance but in any event this will not be 
more than six months or less than one month no award will vest if the company’s tsr is below the median of the comparator group 30 will vest if the company’s tsr is 
at the median position 80 if the company’s tsr is at the upper quartile and 100 if at the upper decile awards will vest on a sliding scale between each step
5 granted to nonemployee
the expected volatility is based on historical volatility over the expected life being the average expected period to exercise of the option as at the date 
of grant the risk free rate of return is the yield on zerocoupon uk government bonds of a term consistent with the expected life at the date of grant
a reconciliation of the option movements over the year to 31 march 2007 is shown below
 2007 
 
2006
         weighted  weighted 
         average  average 
         option  option 
         price  price 
        number pence number pence
outstanding at 1 april       10912449 5753 10866664 6096
granted       3164081 2639 1786929 3430
exercised       231321 4263 1441097 3805
cancelled or expired       732992 30993 300047 13701
outstanding at 31 march        13112217 3617 10912449 5753
exercisable at 31 march        6994677 4354 5956267 7664
0pthar07backindd   46 19062007   145343 protherics plc
annual report 2007 70
30 sharebased payments continued
other awards continued
 2007 2006
    weighted  weighted average  weighted  weighted average  
range of
   
average
 remaining life 
average
 remaining life
exercise   option price number of expected  contractual option price number of expected  contractual 
prices   pence shares years years pence shares years years
below 20p   20 3625088 40 90 20 1593925 43 93
20p – 40p   349 4593929 03 46 350 4696250 09 56
40p – 60p   502 3053833 09 50 500 3167000 15 63
60p – 80p   689 1557878 39 70 655 871856 41 56
80p – 100p   869 115401 33 48 935 25401 49 99
above 100p   2168 166088 — 12 4347 558017 — 07
the weighted average share price for options exercised over the year was 837p 2006 811p the total charge for the year relating to employee sharebased 
payment plans was £713000 2006 £311000 all of which related to equitysettled sharebased payment transactions 
31 retirement beneﬁt schemes
the group operates a deﬁned contribution retirement beneﬁt scheme for all qualifying uk based employees the assets of the scheme are held separately 
from those of the group in funds under the control of the trustees where there are employees who leave the scheme prior to the contributions made by the 
group fully vesting the contributions payable by the group are reduced by the amount of the forfeited contributions
eligible employees of the group’s overseas subsidiaries are members of externally operated deﬁned contribution schemes the only obligation of the group 
with respect to these schemes is to make the speciﬁed contributions
32 notes to the consolidated cash ﬂow statements
reconciliation of loss for the year to net cash ﬂow from operating activities
 group 
 
company
        2007 2006 2007 2006 
        £’000 £’000 £’000 £’000
loss for the year       3357 9488 2153 3315
tax        259 75 — —
finance costs       417 431 182 253
finance income       1155 401 783 226
operating loss       4354 9533 2754 3288
adjustments for    
change in fair value of derivatives       250 531 250 531
deferred grant income       111 78 — —
sharebased payment costs       703 311 426 217
depreciation of property plant and equipment      1373 1391 90 49
amortisation of intangible ﬁxed assets       135 114 — —
loss on disposal of property plant and equipment      634 108 — 9
operating cash ﬂows before movements in working capital     1870 7156 2488 2482
decrease in inventories       131 1903 — —
increase in receivables       10575 1135 8029 3880
decreaseincrease in payables       3737 18997 4193 84
net cash outﬂowinﬂow from operating activities      16051 12609 6324 6278
the increase in payables for the year ended 31 march 2006 is primarily a result of the increase in deferred income arising from the deferral of nonrefundable 
upfront fees received under the patent and license know how agreement with astrazeneca uk ltd see note 3 the increase in receivables for the year ended 
31 march 2007 is primarily a result of the amount of £10000000 due under the same agreement which was invoiced in march 2007 and paid in april 2007
additions to group plant and equipment during the year amounting to £2252000 2006 £572000 were ﬁnanced by new ﬁnance leases additions to 
company plant and equipment during the year amounting to £74000 2006 £nil were ﬁnanced by new ﬁnance leases
cash and cash equivalents which are presented as a single class of assets on the face of the balance sheet comprise cash at bank and other shortterm 
highly liquid investments with a maturity of three months or less
notes to the ﬁnancial statements continued
for the year ended 31 march 2007
0pthar07backindd   47 19062007   145343 protherics plc
annual report 2007 71
33 contingent liabilities
the company has guaranteed certain operating leases ﬁnance leases and hire purchase agreements entered into by subsidiary companies
34 related party transactions
group
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation and are not disclosed in this note
details of consultancy fees earned by directors during the year and fees paid to third parties for directors’ consultancy services are included within the 
directors’ remuneration report no amounts were outstanding at 31 march 2007 2006 £nil
company
during the year the company provided loans to subsidiary companies on which interest is not charged since the directors consider that such loans are 
equivalent to equity in addition the company made management charges on its subsidiaries amounting to £1574000 2006 £1302000 and levied 
charges for options granted to employees of subsidiaries of £288000 2006 £94000 the outstanding balances due fromto subsidiary companies 
are disclosed in notes 17 and 19 respectively
0pthar07backindd   48 19062007   145343 protherics plc
annual report 2007 72
notice is hereby given that the annual general meeting of protherics plc will be held at the ofﬁces of ashurst broadwalk house 5 appold street 
london ec2a 2ha on thursday 26 july 2007 at 1200 noon for the following purposes
ordinary business
1 t o receive the accounts for the ﬁnancial year ended 31 march 2007 together with the reports of the directors and auditors thereon
2 t o reelect john robert brown as a director
3 t o reelect garry watts as a director
4 t o elect jacques gonella as a director
5 t o elect saul komisar as a director
6 t o reappoint kpmg audit plc as auditors of the company
7 t o authorise the directors to set the remuneration of the auditors
special business
to consider and if thought ﬁt to pass the following resolutions of which numbers 8 9 10 and 14 will be proposed as ordinary resolutions and numbers 11 
12 and 13 will be proposed as special resolutions
8 t o approve the directors’ remuneration report for the ﬁnancial year ended 31 march 2007
9 t o increase the authorised share capital of the company from £9500000 to £9700000 by the creation of 10000000 ordinary shares of 2p each
10  that the directors be and are hereby generally and unconditionally authorised for the purposes of section 80 of the companies act 1985 the “act” to 
exercise all the powers of the company to allot relevant securities within the meaning of section 802 of the act up to an aggregate nominal amount 
of £2261519 this authority to expire at the conclusion of the annual general meeting of the company to be held in 2008 save that the company may 
before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may 
allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired
11  subject to the passing of resolution 10 above that the directors be and are hereby empowered pursuant to section 951 of the companies act 1985 
the “ act” to allot equity securities as deﬁned in section 94 of the act for cash pursuant to the authority conferred by resolution 10 above as if section 891 
of the act did not apply to any such allotment provided that such power shall be limited to the allotment of equity securities
 i  in connection with a rights issue open offer or any other pro rata offer in favour of ordinary shareholders where the equity securities are proportionate 
as nearly as practicable to the respective number of ordinary shares held by such holders but subject to such exclusions or other arrangements as 
the directors may deem necessary or desirable in relation to fractional entitlements treasury shares or legal or practical problems arising in or 
pursuant to the laws of any territory or the requirements of any regulatory body or stock exchange in any territory and
 ii otherwise than pursuant to paragraph i of this resolution up to an aggregate nominal amount of £678456 
  and this power shall expire at the conclusion of the annual general meeting of the company to be held in 2008 save that the company may at any time 
before the expiry of such power make any offer or enter into any agreement which would or might require equity securities to be allotted or treasury 
shares to be sold after the expiry of such power and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or 
agreement as if such power conferred hereby had not expired
12   subject to resolution 10 above having been passed but resolution 11 above not having been passed that the directors be and are hereby empowered 
pursuant to section 951 of the companies act 1985 the “act” to allot equity securities as deﬁned in section 94 of the act for cash pursuant to the 
authority conferred by resolution 10 above as if section 891 of the act did not apply to any such allotment provided that such power shall be limited 
to the allotment of equity securities
 i  in connection with a rights issue open offer or any other pro rata offer in favour of ordinary shareholders where the equity securities are proportionate 
as nearly as practicable to the respective number of ordinary shares held by such holders but subject to such exclusions or other arrangements as 
the directors may deem necessary or desirable in relation to fractional entitlements treasury shares or legal or practical problems arising in or 
pursuant to the laws of any territory or the requirements of any regulatory body or stock exchange in any territory and
 ii otherwise than pursuant to paragraph i of this resolution up to an aggregate nominal amount of £339228 
  and this power shall expire at the conclusion of the annual general meeting of the company to be held in 2008 save that the company may at any 
time before the expiry of such power make any offer or enter into any agreement which would or might require equity securities to be allotted or treasury 
shares to be sold after the expiry of such power and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or 
agreement as if such power conferred hereby had not expired
notice of annual general meeting 
0pthar07backindd   49 19062007   145343 protherics plc
annual report 2007 73
special business continued
13 that the ﬁgure in article 98 of the company’s articles of association be increased from £200000 to £400000
14  t o approve the amendment to the protherics plc 2005 deferred bonus plan “dbp” described on page 34 of the annual report and financial statements 
of which this notice forms part and in accordance with the rules of the dbp  approved by shareholders at an extraordinary general meeting on 
27 january 2005 to authorise the directors to do all such acts and things as may be necessary to carry into effect such amendment
by order of the board
julie vickers registered ofﬁce
secretary the heath business and technical park
25 june 2007 runcorn
 cheshire wa7 4qx
notes
proxies
1  only holders of ordinary shares are entitled to attend and vote at this meeting a member entitled to attend and vote may appoint a proxy or proxies 
who need not be a member of the company to attend and on a poll to vote instead of him or her forms of proxy need to be deposited with the proxy 
processing centre telford road bicester oxon ox26 4ld not later than 48 hours before the time of the meeting if you are a member of crest  
you may register the appointment of a proxy by using the crest electronic proxy appointment service further details are contained in note 5 below 
appointment of a proxy will not preclude a member attending and voting in person at the meeting
documents on display
2  the register of directors’ interests in the share capital and debentures of the company together with copies of service agreements under which 
directors of the company are employed and copies of the terms and conditions of appointment of nonexecutive directors are available for inspection 
at the company’s registered ofﬁce during normal business hours from the date of this notice until the date of the annual general meeting and will be 
available for inspection at the place of the annual general meeting for at least 15 minutes prior to and during the meeting
right to attend and vote
3  pursuant to regulation 41 of the uncertiﬁcated securities regulations 2001 si 2001 no 3755 the company speciﬁes that in order to have the right 
to attend and vote at the meeting and also for the purpose of calculating how many votes a person entitled to attend and vote may cast a person 
must be entered on the register of holders of the ordinary shares of the company by no later than 1200 noon on 24 july 2007 being 48 hours before 
the time ﬁxed for the meeting changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend 
or vote at the meeting
inspection of documents
4 i  the articles of association of the company with the proposed amendment referred to in resolution 13 are available for inspection at the company’s 
registered ofﬁce during normal business hours from the date of this notice until the date of the annual general meeting and will be available for 
inspection at the place of the annual general meeting for at least 15 minutes prior to the meeting
  ii  the rules of the protherics plc 2005 deferred bonus plan with the proposed amendment referred to in resolution 14 are available for inspection 
at the company’s registered ofﬁce during normal business hours from the date of this notice until the date of the annual general meeting and 
will be available for inspection at the place of the annual general meeting for at least 15 minutes prior to the meeting
crest
5  crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so for this annual general 
meeting and any adjournments thereof by using the procedures described in the crest manual subject to the provisions of the company’s articles 
of association crest personal members or other crest sponsored members and those crest members who have appointed a voting service 
providers should refer to their crest sponsor or voting service providers who will be able to take the appropriate action on their behalf
  in order for a proxy appointment or instruction made using the crest service 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 constitutes the appointment of a proxy or an amendment to the instruction given to a 
previously appointed proxy must in order to be valid be transmitted so as to be received by capita registrars id ra10 by 1200 noon on 24 july 2007 
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 capita registrars is 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
  the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the uncertiﬁcated securities 
regulations 2001
0pthar07backindd   50 19062007   145343 protherics plc
annual report 2007 74
resolution 1
the directors are required to present the financial statements for the year ended 31 march 2007 together with the reports of the directors and auditors 
to the annual general meeting
resolutions 2 3 4 and 5
in accordance with the company’s articles of association and the principles of the combined code directors offer themselves for reelection after three 
years accordingly john brown and garry watts will retire at the annual general meeting and offer themselves for reelection
jacques gonella and saul komisar were appointed to the board on 24 january 2007 and 26 april 2007 respectively under the articles of association they 
will step down and offer themselves for election at the annual general meeting which will be the ﬁrst annual general meeting following their appointment 
biographical details of the directors are given on page 23 of the annual report
the board recommends to shareholders the election or reelection of the above directors the board conﬁrms that in making this recommendation the 
nomination committee has given careful consideration to the board’s balance of skills knowledge and experience and is satisﬁed that the nonexecutive 
directors putting themselves forward for election or reelection have sufﬁcient time to discharge their duties effectively taking into account their other commitments
resolutions 6 and 7 
pricewaterhousecoopers llp resigned as auditors during the year and the directors appointed kpmg audit plc to ﬁll the casual vacancy arising in accordance 
with section 384 of the companies act 1985 special notice has been given pursuant to section 388 of the companies act 1985 of resolution 6 which is to 
reappoint kpmg audit plc as auditors of the company until the next general meeting at which accounts are presented resolution 7 gives authority to the 
directors to set the auditors’ remuneration
resolution 8
this resolution is to approve the directors’ remuneration report for the ﬁnancial year ended on 31 march 2007 the report is set out on pages 33 to 39 
of the annual report
resolution 9
this resolution to increase the existing authorised share capital of the company from £9500000 to £9700000 an increase of 21 is necessary to 
provide sufﬁcient authorised but unissued shares to satisfy the exercise of options under the company’s share option arrangements the acquisition of any 
minority interests which may arise in enact pharma limited the conversion of the 6 unsecured convertible loan notes the issue of shares in connection 
with the agreements with covaccine bv and in relation to the acquisition of macromed inc and upon the exercise of any authority given by resolution 10
resolution 10
your directors may only allot shares or grant rights over shares if authorised to do so by shareholders the authority granted at the extraordinary general 
meeting held on 3 january 2007 is due to expire at this year’s annual general meeting resolution 10 will be proposed as an ordinary resolution to grant a 
new authority to allot unissued share capital up to an aggregate nominal value of £2261519 representing 333 of the total issued ordinary share capital 
of the company as at 4 june 2007 if given this authority will expire at the annual general meeting to be held in 2008 other than in respect of the company’s 
share option arrangements the acquisition of any minority interests which may arise in enact pharma limited the conversion of the 6 unsecured convertible 
loan notes the issue of shares in connection with the agreements with covaccine bv and in relation to the acquisition of macromed inc the directors have 
no present intention of issuing any of the authorised but unissued share capital of the company
resolution 11
your directors also require additional authority from shareholders to allot shares or grant rights over shares where they propose to do so for cash and 
otherwise than to existing shareholders pro rata to their holdings the authority granted at the extraordinary general meeting held on 3 january 2007 
is due to expire at this year’s annual general meeting accordingly resolution 11 will be proposed as a special resolution to grant such authority
apart from rights issues open offers or any other pro rata offer as mentioned the authority would be limited to the issue of shares and sales of treasury 
shares for cash up to an aggregate nominal value of £678456 being 10 of the issued share capital of the company at 4 june 2007 if given this 
authority will expire at the conclusion of the annual general meeting to be held in 2008
whilst your company does not have any immediate need to carry out an equity fundraising we may wish to do so at some stage in the future at the last 
extraordinary general meeting shareholders supported the resolution to disapply preemption rights which would enable the company to carry out a cash 
placing in respect of up to 10 of the company’s issued share capital having carefully considered the recommendations contained in the myner’s report 
on preemption rights published in february 2005 and the statement issued by the preemption group in april 2006 your directors believe it is appropriate 
to seek to renew this greater ﬂexibility to issue shares without further recourse to shareholders accordingly your directors are seeking authority to issue up 
to 10 of the current issued share capital of protherics for cash without ﬁrst having to offer the shares to shareholders pro rata to their existing shareholdings
based on the guidance published by the preemption group as to the information likely to be required by shareholders in assessing proposals for disapplication 
of preemption rights at higher levels than 5 of current issued share capital the directors request shareholders to consider the following 
i business case
  the strategy of the company continues to encompass the strengthening of the business in a considered and controlled manner this could be 
accomplished by a series of product acquisitions in niche market areas which may be small individually however to allow the company to move quickly 
sufﬁcient cash reserves are required to best manage these opportunities the ability to rapidly access funds up to 10 of the existing share capital greatly 
enhances the company’s ability to exploit these situations
explanatory notes 
to the notice of annual general meeting
0pthar07backindd   51 19062007   145344 protherics plc
annual report 2007 75
resolution 11 continued
ii stage of development of the company
  existing resources will be reserved to develop the current pipeline of cytofab™ voraxaze™ prolarix™ angiotensin therapeutic vaccine oncogel
tm
 
and the intellectual property inlicensed at the same time as the macromed acquisition in january 2007 the directors believe that the company’s 
capacity to generate funds internally in the near future may not be sufﬁcient to expand in a controlled manner without placing undue risk on this 
current development portfolio
iii stewardship and governance 
  the directors believe that the total shareholder return produced by the company against its peer group over the last ﬁve years is testimony to 
its performance over this period this is demonstrated by the graphs on page 35 included in the directors’ remuneration report section of the 
annual report for 2007 
iv financing options
  it is likely that opportunities which are considered will need some period of development before they are cash generating debt ﬁnancing will 
be considered but may not be the preferred option given the relatively early stage of development of potential opportunities
v level of dilution of value and control for existing shareholders
  the board had the authority to issue up to 10 of the issued share capital non preemptively last year this was fully utilised in conjunction with the £382 million 
equity fundraising completed in january 2007 and the additional ﬂexibility provided contributed signiﬁcantly to the success of this transaction the disapplication 
provision was also used in december 2005 in connection with the licensing of cytofab™ to astrazeneca in which shares were issued to astrazeneca at a 30 
premium to the average share price over the three months prior to the announcement of the agreement shares totalling 43 of the share capital at that time 
were issued for a consideration of £75 million prior to this shares representing 5 of the share capital were issued on a non preemptive basis in connection 
with a cash placing and open offer of up to 10 of the issued share capital at the time of the acquisition of enact pharma plc in june 2003 £15 million 
was raised on a non preemptive basis at a price of 16p per ordinary share a 57 discount to the share price immediately before the announcement 
the directors believe that all of these transactions have added signiﬁcant value for shareholders
vi proposed process following approval 
  the company would seek to engage shareholders in dialogue at the earliest practical opportunity so that major shareholders have the opportunity to 
express an opinion on any proposed transaction wherever possible bearing in mind the potential legal and regulatory issues which may be involved 
resolution 12
your directors are aware that the authority sought by paragraph ii of resolution 11 is higher than the more usual level of 5 if shareholders do not wish 
to authorise the directors to issue up to 10 of the issued share capital as at 4 june 2007 other than pursuant to a pro rata offer your board would still 
want to have authority to make such an issue up to the more usual level of 5 accordingly resolution 12 is being proposed as a special resolution in the 
event that resolution 11 is not passed
apart from rights issues open offers or any other pro rata offer as mentioned the authority would be limited to the issue of shares and sales of treasury 
shares for cash up to an aggregate nominal value of £339228 being 5 of the issued share capital of the company at 4 june 2007 if given this authority 
will expire at the conclusion of the annual general meeting to be held in 2008
even if you support the passing of resolution 11 the directors urge you to also vote for resolution 12 
however if resolution 11 is passed resolution 12 will be withdrawn
resolution 13
this resolution is to amend the company’s existing articles of association to increase the maximum aggregate amount of fees that may be paid to directors 
from £200000 to £400000 these fees are paid to the nonexecutive directors purely in their capacity as directors your board believes this increase is appropriate 
as a result of the increased numbers of nonexecutive directors on the board these fees are entirely separate to any amounts payable to the executive 
directors in their capacity as employees
resolution 14
in accordance with the rules of the protherics plc 2005 deferred bonus plan the “dbp” this resolution is to approve an amendment to its terms to allow 
deferred awards to be granted to an individual with a value of up to 75 of annual remuneration
this amendment will allow the company to structure and offer a remuneration package which would be sufﬁciently competitive to attract and incentivise the 
right calibre of individuals and reﬂects current market practice 
the current rules of the dbp  impose a limit such that in any year deferred awards cannot be granted to an individual with a value greater than 50 of basic 
salary being the higher of the annual rate of remuneration at the date of grant excluding bonuses commissions and beneﬁts in kind or the remuneration 
excluding bonuses commissions and beneﬁts in kind paid or payable in respect of the twelve months immediately preceding the date of grant deferred 
awards vest subject to the achievement of performance conditions set at the time of grant the performance measures are based on annual targets and 
are set by the grantor each year 
the resolution is to approve an amendment to the dbp to allow deferred awards to be granted to an individual with a value of up to 75 of annual 
remuneration provided that to the extent that a deferred award exceeds 50 of annual remuneration the vesting of such excess will in the opinion 
of the grantor be dependent on the achievement of a signiﬁcantly more stretching performance target
0pthar07backindd   52 19062007   145344 protherics plc
annual report 2007 76
advisers
company secretary and registered ofﬁce
julie vickers acis mba
the heath business and technical park runcorn 
cheshire wa7 4qx uk 
registered in england no 2459087
financial advisers and joint brokers
nomura code securities limited
1 carey lane 
london ec2v 8ae uk
joint brokers
piper jaffray
first floor 
phoenix house 
18 king william st 
london ec4n 7us uk
legal advisers uk
ashurst
broadwalk house 
5 appold street 
london ec2a 2ha uk
legal advisers us
waller lansden dortch  davis llp
511 union street suite 2700 
nashville t ennessee 37219 us
independent auditors
kpmg audit plc
st james square 
manchester m2 6ds uk
bankers
barclays bank plc
1 churchill place 
london e14 5hp  uk
registrars and transfer ofﬁce
capita registrars
northern house 
woodsome park 
fenay bridge huddersﬁeld 
west yorkshire hd8 0la uk
financial pr us
fd
wall street plaza 
88 pine street 32nd floor 
new york ny 10005 us
financial pr uk
fd
holborn gate 
26 southampton buildings 
london wc2a 1pb uk
0pthar07backindd   53 19062007   145344 coverindd   2 19062007   145248 annual report 2007
protherics is a leading biopharmaceutical company 
focused on critical care and cancer
our goal is to bring products to market which deliver 
better outcomes for patients and better returns to 
shareholders our plan is to use revenues from our 
marketed products and licensing income to help fund 
the development of a robust and high value pipeline 
of products
 01  highlights
 03  business review chairman’s statement
 07  business review chief executive’s review
 18  business review financial review
 21 business review principal risks and uncertainties
 22  board of directors 
 24  directors’ report
 27  statement of directors’ responsibilities
 28  corporate governance
 33  directors’ remuneration report
 40  social ethical and environmental policies
 41   independent auditors’ report
 42  income statements
 42  statements of recognised income and expense
 43  balance sheets
 44  cash ﬂow statements
 45  notes to the ﬁnancial statements
 72  notice of annual general meeting
 74   explanatory notes to the notice of annual general meeting
 76  advisers
for growth well placed…
protherics plc
the heath business and technical park 
runcorn 
cheshire wa7 4qx  
uk
tel  44 01928 518000  
fax  44 01928 518002  
email  informationprothericscom
registered in england no2459087
wwwprothericscom
protherics plc annual report 2007
coverindd   1 19062007   145245  


Summary:
 protherics plc
annual report 2007 01
highlights
financial highlights
  revenues increased to £311 million 2006 £177 million with higher cytofab™ 
crofab™ and voraxaze™ revenues offset by reduced digifab™ shipments to 
our us distributor 
  gross proﬁt increased to £198 million 2006 £64 million including exceptional 
costs of £14 million on cytofab™ milestone and increased crofab™ volumes
  research and development “rd” increased to £140 million 2006 £67 million 
mainly due to increased investment in cytofab™ and voraxaze™
  general and administrative “ga ” expenses were £102 million 2006 £92 million 
reﬂecting the increasing scale of the business offset by beneﬁts on foreign exchange 
positions and reduced share option charges 
  loss before tax £36 million 2006 £96 million slightly less than market expectations
  strong cash position at end of period of £400 million 2006 £254 million following 
fundraising in january 2007 and excluding a £100 million milestone payment from 
astrazeneca received after the ﬁnancial year end
operational highlights
  pipeline expanded and diversiﬁed through agreements with glenveigh 
pharmaceuticals llp “glenveigh” and advanced in vitro technologies sa 
“advancell” and the acquisition of macromed inc “macromed” ﬁnanced 
by a £382 million equity fundraising in january 2006
  integration of macromed completed and solid progress made with three 
new programmes
   oncogel™ phase 12 brain cancer study initiated in us and positive results reported 
in phase 2a study in oesophageal cancer 
   digoxin immune fab phase 2b preeclampsia study progressing well following positive 
interim safety assessment and expected to report in ﬁrst half of 2008
   acadesine proof of concept phase 12 study in bcell chronic lymphocytic leukaemia 
“bcll ” to start in second half of 2007
  cytofab™ 
   £100 million milestone payment from astrazeneca for the successful development 
of the large scale cytofab
tm
 manufacturing process
   astrazeneca to expand global clinical development programme for cytofab™ in severe 
sepsis following positive discussions with regulatory agencies
  voraxaze™
   fast track designation granted by the food and drug administration “fda” 
   biologicals license application “bla” to be resubmitted in the us under a rolling 
submission starting in early 2008
   fda approval to charge for compassionate use supply in the us to help recover costs
   marketing authorisation application “maa” withdrawn in eu
   clinical programme initiated to support the repeated planned use of voraxaze™
 signiﬁcant progress made with other development programmes
0pthar07frontindd   1 19062007   145357 protherics plc
annual report 2007 02
for development
“  this has been a year of good progress for protherics as 
we expanded and diversiﬁ ed our portfolio of products 
we expect to have nine clinical studies ongoing over 
the next twelve months in addition to astrazeneca’s 
phase 2 study of cytofab
tm
 and we see the data 
from these studies as our biggest opportunity to 
deliver shareholder value in the near to mid term”
stuart wallis chairman 
 expenditure was increased in our ﬁ nancial year 2007 
to commit resources to cytofab™ and undertake 
further work on voraxaze™ in support of regulatory 
ﬁ lings as the planned rd programmes continue 
we anticipate a further increase in expenditures in 
the current ﬁ nancial year
rd spend
fy 2005 fy 2006 fy 2007
£46m
£67m
£140m
clinical studies ongoing
 phase 1 or 12  phase 2 preapproval
0
1
2
3
4
5
6
0
2
4
6
8
10
12
14
fy  ﬁ nancial year
phase 12  phase 1 studies 
in patients 
  includes cytofab
tm
 
astrazeneca is responsible 
for development 
number
£ million
 fy 2007
 fy 2008
0pthar07frontindd   2 19062007   145408