Oxford Biomedica

Saving lives through
innovative cell and gene
therapy services

Annual report and accounts 2021

2 Oxford Biomedica in brief 

Oxford Biomedica is an innovative leading viral vector specialist focused on 
delivering life changing therapies to patients.

Cell  and  gene  therapy  is  the  treatment  of  disease  by  the  delivery  of 
therapeutic  genetic  material  (DNA  or  RNA),  into  a  patient’s  cells.  
One highly effective approach to delivering the genetic information is to 
re-engineer existing viruses to be safe delivery vehicles (vectors) to insert 
the  genetic  material  into  patients  cells.  This  can  be  achieved  either  by 
directly administering the vector to the patient (often referred to as in vivo 
gene therapy), or by first introducing the genetic material to cells or tissue 
outside  of  the  body,  before  administering  the  cells  or  tissue  into  the 
patient  (often  referred  to  as  ex  vivo  gene  therapy,  or  gene-modified  
cell therapy). 

Oxford Biomedica works across key viral vector delivery systems including 
those based on lentivirus, adeno-associated virus (AAV) and adenovirus, 
providing  innovative  solutions  to  cell  and  gene  therapy  biotechnology 
and  biopharma  companies  for  their  process  development,  analytical 
development  and  manufacturing  needs.  Oxford  Biomedica  plc  
(the  Company)  and  its  subsidiaries  (together  Oxford  Biomedica  or  the 
Group)  have  built  a  sector  leading  lentiviral  vector  delivery  system, 
LentiVector®  platform,  which  the  Group  leverages  to  develop  product 
candidates in-house, before seeking partners to take the products into 
clinical trials.

Oxford Biomedica UK Limited (OXB) is based across several locations in 
Oxfordshire, UK. In early 2022, the Group established Oxford Biomedica 
Solutions, a new US based subsidiary AAV manufacturing and innovation 
business, based near Boston, US. 

Oxford Biomedica employs more than 940 people. Further information is 
available at www.oxb.com.

Terminology
This report uses financial reporting definitions,  
and terminology specific to both science and  
Oxford Biomedica. An explanation of these can  
be found in the glossary on pages 187 to 189.

1  Saving lives  

  through innovation 

2 

  Innovating viral vectors  
to an industrial level 
  4  Expanding our innovative  
  process development and  
  manufacturing services
  6  Transforming science  

into life saving healthcare

  8  Market overview

  24 

  11  Strategic Report
  12  Group at a glance
  14  Product pipeline
  16  The Group’s business model
  18  The Group’s stakeholders
  22 

 Operational highlights  
delivered in 2021
 Financial highlights  
delivered in 2021
  26  Chair’s statement
  30  2021 performance review
  38  Management team
  40  Delivery of 2021 Objectives
  42  Objectives set for 2022
  44  Financial review
  54 

 Environmental, Social  
and Governance Report
  76  Non-financial statement

  77  Corporate Governance 
  78 

 Principal risks, uncertainties  
and risk management

  86  Board of Directors
  88  Corporate Governance Report
 104  Directors’ Remuneration Report
  130  Directors’ Report

 137 

Independent auditors’ report 

 147  Group financial statements
  148 

 Consolidated statement  
of comprehensive income
  149  Statement of financial positions 
  150  Statements of cash flows
  151 

 Statements of changes in equity 
attributable to owners of the parent
 Notes to the consolidated  
financial statements

  152 

 187  Other matters 
  187  Glossary
 190  Advisors and contact details

 
 
 
 
 
 
 
 
 
Saving lives through innovation

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We use science  
to save lives
Oxford Biomedica is at the centre of the rapidly 
growing cell and gene therapy sector.  

Our innovative solutions and proven expertise  
allow us and our customers, the biotech and 
biopharma industry, to deliver life-saving therapies  
to reach even more patients.

The success of cell and gene therapy products 
transforms outcomes for millions of people suffering 
from some of the world’s worst diseases and  
medical conditions.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
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Saving lives through innovation

Innovating viral vectors 
to an industrial level

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
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Driving treatment cost down  
through innovation

Cost

y
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A

Approvals

Mass 
markets

Cell and  
gene therapy 
treatments  
will become more 
affordable  
and therefore 
more accessible  
to patients  

Time

2017 
First ever gene  
therapy treatment 
approved by the FDA 
using our LentiVector®  
delivery system

2025 
The FDA expects  
to approve 10 to 20  
cell and gene therapy 
products a year by  
2025

We are squaring up to the challenge of bringing 
down the cost of goods associated with scale-up 
manufacturing. We see our innovative approach  
as key to success in this area.

By progressing cell and gene therapy closer  
to industrialisation, we open up better treatment 
options to millions of people. 

Read more in this report 

 — Innovation and platform development 

Page 33

 — Market overview 

Pages 8 to 9

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
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Saving lives through innovation

Expanding our innovative 
process development and 
manufacturing services

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
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Viral vector growth to continue  
its growth trajectory

3

2.5

2

1.5

1

0

s
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$

CAGR
16%

Adeno 
associated 
virus (AAV)

25%

Adenovirus

(25%)

Lenti and  
-retrovirus

17%

0
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2

1
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2

2
2
0
2

3
2
0
2

4
2
0
2

5
2
0
2

6
2
0
2

Global viral vector supply (outsourced) 
Source: Company estimates and third party research

Further strong growth is expected in the viral vector 
market as pharma development companies add to 
their pipelines, and new treatments are approved and 
commercialised.

With our recent deal with Homology Medicines, 
we are expanding our US presence – healthcare’s 
largest market. But more than that, this strategic 
acquisition adds adeno-associated virus (AAV) 
vectors to our offering.

Read more in this report 

 — Facilities and capacity expansion 

Page 35

 — Vector agnostic strategy 

Chair’s statement – Page 27

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
 
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Saving lives through innovation

Transforming science  
into life-saving healthcare

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
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>25 years 
experience

More than 25 years experience in delivering innovative  
cell and gene therapies

Our vector delivery system, LentiVector®, is enabling our customers  
to bring next generation treatments for serious diseases to market.  
For example, Novartis’ Kymriah® product for blood cancer; it’s an 
available gene therapy that’s out there saving people’s lives.

Since expanding our manufacturing capacity at our Oxbox facility,  
over 100m doses of the adenovirus-based Oxford AstraZeneca  
COVID-19 vaccine have been successfully manufactured.     

Our business model is built upon using science  
to save lives. The innovative work we are doing  
will allow our customers, the biotech and biopharma 
industry, to deliver life-saving therapies to reach 
more patients.

Read more in this report 

 — Product pipeline 

Page 14

 — The Group’s business model  

Pages 16 to 17 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
 
 
 
 
 
8

Saving lives through innovation
Market overview

Oxford Biomedica is at the heart of the rapidly growing  
cell and gene therapy market

Continued growth and investment in the sector  
holds great promise for treating diseases
The cell and gene therapy market continues to grow strongly since the 
approval  of  Kymriah®  in  2017  and  is  forecast  to  grow  at  a  Compound 
Annual  Growth  Rate  (CAGR)  of  61%  from  c.$1.8 billion  in  2021  to 
c.$31.4 billion in 2027 (Source: Global Data). This growth is fuelled by a 
strong pipeline of cell and gene therapy candidates in clinical development, 
which increased from 1050 in 2017 to 2551 in 2021 (Source: Informa). The 
sector  has  continued  to  attract  increasing  investment,  growing  from 
$7.5 billion in 2017 to $23.1 billion in 2021. In 2021, venture capital was the 
main driver of investment in the sector, contributing $9.8 billion — a 75% 
increase over 2020. 2021 saw a record number of public offerings take 
place  in  the  sector,  with  26  IPOs  raising  $4.8  billion,  a  30%  increase  in  
the amount raised in 2020 (Source: Alliance for Regenerative Medicine). 

Oxford Biomedica broadens its viral vector capabilities 
Following a strategy review conducted in 2020, the Group assessed the 
opportunity to apply its viral vector expertise to the manufacture of AAV 
and  assessed  the  potential  size  of  this  new  market  opportunity.  In  the 
period of 2015 to 2021 this sector has seen a 38% CAGR in clinical trial 
initiations, growing from 7 in 2015 to 49 in 2021. The Group estimates the 
AAV outsourced supply market to grow to c.$2.2 billion by 2026, and to 
c.$3.7 billion by 2030.

 61%

Cell and gene therapy market growth
Forecast to grow at a Compound Annual Growth  
Rate (CAGR) of 61% from c.$1.8 billion in 2021  
to c.$31.4 billion in 2027

 $9.8 bn

Venture capital investment 2021
Venture capital investment increased 75% over 2020  
to $9.8 billion

 $3.7 bn

The  number  of  clinical  trial  initiations  is  seen  as  a  leading  indicator  of 
future  potential  innovative  process  development  and  manufacturing 
services deal flow.

AAV market opportunity
The Group estimates the AAV outsourced  
supply market to grow to c.$3.7 billion by 2030

Post period (March 2022), the Group announced that it was broadening 
its viral vector capabilities with the launch of Oxford Biomedica Solutions, 
a full scope AAV business in Boston, US, following closing of its deal with 
Homology Medicines.

The Group’s LentiVector® platform –  
maximising the global opportunity 
In the period from 2015 to 2021 this sector has seen a 19% CAGR in clinical 
trial initiations, growing from 17 in 2015 to 49 in 2021 (Source: Informa). 
There was a decrease in the number of clinical trial initiations observed in 
2020  and  2021,  thought  to  be  attributable  to  clinical  trial  recruitment 
issues relating to the global pandemic. However, it is anticipated that this 
may begin to show signs of recovery in 2022.

The  Group  assessed  the  number  of  programmes  in  the  clinic  and 
forecasted  the  global  market  for  integrating  vector  manufacture 
(including  both  lentiviral  and  -retroviral  vectors)  to  be  in  excess  of 
$1 billion  by  2026,  growing  to  c.$1.8 billion  by  2030,  a  CAGR  of  14%  
from  2020.  It  is  estimated  that  c.  50%  of  this  market  relates  to  supply 
outsourced to third parties. With the Group’s proven expertise in process 
development and commercial scale lentiviral manufacturing, we are well 
placed to maximise this global opportunity. 

 50%

Outsourced providers
The number of programmes in the clinic and 
forecasted in the global market for integrating vector 
manufacture is estimated by the Group to be in  
excess of $1 billion by 2026, growing to c.$1.8 billion 
by 2030. It is estimated that c. 50% of this market  
is supplied by third party service providers. 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

25

20

15

10

5

0

250

200

150

100

50

0

5,000

4,000

3,000

2,000

1,000

0

Source: GlobalData analyst consensus  
(extracted 24 February 2022)
Note: This forecast includes cell therapy  
(adoptive, allogeneic, autologous), gene therapy  
and gene-modified cell therapy products

7
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2

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Global cell and gene therapy market forecast
$m

3,000

2,000

1,000

0

Source: Informa

Source: State of the Industry Briefing, Alliance  
for Regenerative Medicine, January 2022

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Total global financings
$bn

7
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9
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0
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1
2
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2

Number of cell and gene therapy candidates  
in development

5
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2

6
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2

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2

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2

9
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2

0
2
0
2

1
2
0
2

5
1
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2

6
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2

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2

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2

1
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2
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Lenti

µ-Retro

AAV

Adeno

Clinical trial initiations by vector type 

Source: Informa

Note: This data includes 
Open, Planned, 
Completed and Closed 
trials, and excludes 
Terminated trials

 AAV 
 Adeno 
 Integrating vectors

Source: Company data 

The outsourced supply market for adenoviral,  
AAV and integrating vectors is estimated  
to be worth c.$2.8 billion by 2026 growing  
to c.$4.8 billion by 2030.

0
2
0
2

1
2
0
2

2
2
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2

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5
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6
2
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7
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2

8
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2

9
2
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2

0
3
0
2

Global viral vector supply (outsourced) 
$m

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
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1

Our cutting edge science and  
innovation is saving human lives by  
delivering life-changing therapies  
to patients

Oxford Biomedica plc | Annual report and accounts 2021 
1  Saving lives  

  through innovation 

2 

  Innovating viral vectors  
to an industrial level 
  4  Expanding our innovative  
  process development and  
  manufacturing services
  6  Transforming science  

into life-saving healthcare

  8  Market overview

1
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  24 

  11  Strategic Report
  12  Group at a glance
  14  Product pipeline
  16  The Group’s business model
  18  The Group’s stakeholders
  22 

 Operational highlights  
delivered in 2021
 Financial highlights  
delivered in 2021
  26  Chair’s statement
  30  2021 performance review
  38  Management team
  40  Delivery of 2021 Objectives
  42  Objectives set for 2022
  44  Financial review
  54 

 Environmental, Social  
and Governance Report
  76  Non-financial statement

  77  Corporate Governance 
  78 

 Principal risks, uncertainties  
and risk management

  86  Board of Directors
  88  Corporate Governance Report
  104  Directors’ Remuneration Report
  130  Directors’ Report

  137  Independent auditors’ report 

 147  Group financial statements
  148 

 Consolidated statement  
of comprehensive income
  149  Statement of financial positions 
  150  Statements of cash flows
  151 

 Statements of changes in equity 
attributable to owners of the parent
 Notes to the consolidated  
financial statements

  152 

 187  Other matters 
  187  Glossary
  190  Advisors and contact details

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
 
 
 
2 Strategic Report

1

Group at a glance

Who is Oxford Biomedica?

Where is Oxford Biomedica based?

At the end of 2021, Oxford Biomedica had six UK-based facilities spread over five 
sites. Oxford is one of the main centres of scientific excellence in Europe and  
is less than an hour from Heathrow. Post-period end in 2022, the Group established 
Oxford Biomedica Solutions LLC with Homology Medicines, which has seen  
Oxford Biomedica expand into the US.

 1

 2  3

 4

 5

 6

 7

Oxbox, Oxford, UK (1)
The Group’s 84,000 sq. ft. manufacturing facility, 
Oxbox, was constructed during 2019. The first 
phase of development, totalling over 45,000 sq. ft., 
consisted of four GMP manufacturing suites, 
two fill and finish suites and supporting areas 
such as warehouse, cold chain facilities and QC 
laboratories. The second phase of development, 
including fit out of the fallow area, will provide 
additional flexible manufacturing capacity for  
a variety of viral vector based products, including 
cell and gene therapy products, vaccines and 
other advanced therapeutics at 2,000L scale.

Windrush Court, Oxford, UK (2)
The Group’s registered office is at Windrush 
Court. The building has 36,000 sq. ft. of 
laboratories as well as extensive office space. 
The conversion of office space into GMP  
grade laboratories was completed in 2021. 
These laboratories are now in use to meet the 
growing demand for commercial development 
work and analytics from both current and 
potential future partners.

Windrush Innovation Centre, Oxford, UK (3) 
Adjoining Windrush Court is the Windrush 
Innovation Centre. In June 2021, the Group was 
granted planning permission for redevelopment 
of the Windrush Innovation Centre site. The new 
dedicated building will be the key hub of both 
innovation for the platform as well as 
proprietary product development. 

Yarnton, Oxford, UK (4)
The GMP manufacturing facility at Yarnton has 
both FDA and MHRA approval. It has around 
6,000 sq. ft. of manufacturing space, including 
one clean room suite.

Harrow House and Chancery Gate,  
Oxford, UK (5)
The Group’s Harrow House facility first received 
MHRA approval to manufacture in 2012. It has 
around 4,000 sq. ft. of manufacturing space 
with two GMP clean room suites. Harrow House 
and Chancery Gate are located directly opposite 
Windrush Court.

Corporate Head Office, Oxford, UK (6)
The Group’s Corporate Head Office is located 
on an 11,000 sq. ft. site within the Oxford Business 
Park, close to Oxbox. It houses the Senior 
Executive Team and various support functions.

Patriots Park, Boston, MA, US (7)
In March 2022 the Group established Oxford 
Biomedica Solutions with Homology Medicines, 
which specialises in AAV manufacturing from  
its GMP facility near Boston, US, operating three 
500L bioreactors using a serum-free 
suspension process, which has also been 
successfully scaled to 2,000L.

 — Oxford Biomedica is a leading viral vector 
specialist in the fast growing cell and gene 
therapy market

 — Large scale manufacturer of the adenovirus-

based Oxford AstraZeneca COVID-19 vaccine

 — Multiple partnerships with leading 

companies and proven commercial supply 
capabilities

 — The Group’s CDMO revenues provide a 

growing financial foundation with long term 
upside from the Group’s proprietary pipeline

Key stats*

 FTSE 250

 19

FTSE250 Biotech company

19 partner programmes

 815

815 employees  
circa 940** employees  
as of March 2021  
in the UK and US

 6

Six facilities*** over  
five sites in Oxford, UK

*  as of 31 December 2021
**  circa 125 employees in Boston, US, as of March 2022 
***  Seventh site added in Boston, US, in March 2022

Partners and customers include

Oxford Biomedica plc  |  Annual report and accounts 2021

 
What does Oxford Biomedica do?

CDMO 1 – Customer-centric 

 — Innovative process development and 

manufacturing services 

 — Leading provider of scale-up  

solutions and commercial supply

 — Expert professionals use Oxford Biomedica’s 
laboratories and manufacturing suites to 
apply the Group’s Platform technologies 
(including the LentiVector® technology 
platform) to develop and manufacture 
commercially scalable products for partners

 — Revenue generated from commercial 
development fees, bioprocessing  
activities and milestones

Platform 1 – Innovation-centric 

 — Driving industrialisation of viral vectors

 — All IP, patents and know-how that the 

Group uses to aid discovery, development 
and manufacturing of gene therapies; 
and all of the facilities, quality systems and 
expertise that make it happen

 — Revenue generated via licensing and 

royalties on sales of products

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2021 
19 Partner  
Programmes

2018 
9 Partner 
Programmes

Innovative process 
development and 
manufacturing 
services

Process 
development

Cell and 
vector 
engineering

Analytics

AAV and lentiviral  
vector platform 
technologies

Gene Therapeutics1 – Patient-centric 

 — Leveraging Oxford Biomedica’s 

expertise to deliver innovative new 
lentiviral vector-based gene therapies

 — Progress in-house before seeking 

partners to take products into clinical 
trials

 — Activities leading to the development  

of an OXB originated (and IP protected) 
marketable drug product which the Group 
benefits from through direct sales, or 
licences, milestone and royalty payments

 — LentiVector® based and supported  
by Oxford Biomedica’s Platform  
and CDMO

1  For the purpose of financial reporting, the platform and CDMO both sit within the ’Platform’ segment for segmental reporting.  

Gene Therapeutics sits for the ’Product’ segment within segmental reporting.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
4 Strategic Report

1

Product pipeline

By the end of 2021 , Oxford Biomedica had 19 partner programmes and 
five active proprietary programmes.

CDMO pipeline
By  the  end  of  2021,  Oxford  Biomedica  was  working  on  19  partner  programmes.  
The Group receives multiple revenue streams from work with partners including licence 
fees, process development fees and milestones, bioprocessing revenues and royalties on 
sales once a therapy has reached the market.

Product/ indication

Pre-clinical

Phase I

Phase I/II

Phase II

Phase III

Approved

LentiVector® platform

Kymriah®
r/r ALL r/r DLBCL
2nd CAR-T
Cancer (multiple) 
3rd CAR-T
Cancer (multiple)
4th CAR-T
Cancer (multiple)
5th CAR-T
Cancer (multiple)
6th CAR-T
Cancer (multiple)

1st CAR-T/ TCR-T
Undisclosed
2nd CAR-T/ TCR-T
Undisclosed
3rd CAR-T/ TCR-T
Undisclosed
4th CAR-T/ TCR-T
Undisclosed

AXO-Lenti-PD1
Parkinson’s Disease

OTL-201
MPS-IIIA
Other
Undisclosed
CAR-T
Cancer (multiple)

TCR-T 
Undisclosed
CAR-T
Undisclosed

CFTR gene
Cystic Fibrosis

Ocular gene
Inherited retinal disease

AZD1222
SARS-CoV-2 vaccine

 1

 1

 1

 1

 1

 1

 1

 1

 1

 1

 4

 4

 1

 6

10

 1

 1

 5

9

 8

Read more about the Group’s CDMO pipeline on page 30.

1   Axo Lenti PD formerly known as OXB 102. In January 2022, Sio Gene Therapies gave notice of their 
intention to return the rights to AXO-Lenti-PD and cease work on their programme in Parkinson’s 
Disease. The Group plans to out-license the programme in due course.

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Gene therapeutics pipeline
At  the  end  of  2021,  Oxford  Biomedica  had  five  programmes  in  its  gene  therapeutics 
pipeline.  Revenues  from  out-licensed  programmes  come  in  the  form  of  licence, 
milestone and royalty payments.

Product/indication

Pre-clinical

Phase I

Phase I/II

Phase II

Phase III

Approved

Oxford Biomedica partnered products 1

AXO-Lenti-PD1
Parkinson’s disease 

 5

Oxford Biomedica proprietary unencumbered products

OXB-302
Haematological malignancies

OXB-40X
Undisclosed liver indications

OXB-40Y
Undisclosed liver indications

OXB-401
Undisclosed liver indications

 2

 9

 9

 9

Read more about the Group’s gene therapeutics pipeline  
on page 34.

Pipeline indications

1

3

2

 Oncology
 Haematology
 Immunology
 Metabolic
  Neurology
5
  Respiratory
6
  Central Nervous System (CNS)
7

4

8

Infectious Disease

  Hepatology
9
  Ophthalmology
10

  Approved in multiple geographies (30 countries)
1
  Approved in multiple geographies
8

1   Axo Lenti PD formerly known as OXB 102. In January 2022, Sio Gene Therapies gave notice of their 
intention to return the rights to AXO-Lenti-PD and cease work on their programme in Parkinson’s 
Disease. The Group plans to out-license the programme in due course.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
6
1

Strategic Report
The Group’s business model

1
 1

LentiVector® platform
Oxford Biomedica’s innovative 
LentiVector® platform is driving 
the industrialisation of lentiviral 
vectors. By industrialising lentiviral 
vector production and bringing 
down the cost per dose through 
IP innovation, it will open up 
therapeutic markets currently 
inaccessible to cell and gene 
therapy due to the amount  
(and therefore costs) of the 
vector required. In addition,  
the reduction in cost will help 
drive adoption by payors into 
indications where there are  
far larger numbers of patients,  
by bringing down the overall  
cost per patient treated.

The Platform innovations and 
arising IP are built into agreements 
with partners with the aim  
of having many royalty bearing 
agreements which, once  
the products receive regulatory 
approval, will mean royalty 
streams flowing through to  
the Group.

The LentiVector® platform is at the 
heart of the Group. The IP, patents 
and know-how, along with the 
Group’s 25 plus years of expertise 
in applying its lentiviral vector 
technology for both in vivo and 
ex vivo therapies has made the 
Group not only a pioneer in the 
field but also the global leader 
that it is today.

Link to risks 

 A  C  E

 2

CDMO: Contract 
Development and 
Manufacturing 
Organisation
The CDMO provides innovative 
process development and 
manufacturing services. It is 
customer-centric and is a 
leading viral vector provider  
of scale-up solutions and 
commercial supply to 
pharmaceutical and biotech 
companies in the fast-growing 
cell and gene therapy  
sector. The Group’s expert 
professionals use  the Group’s 
world-leading facilities to apply 
the Platform technologies  
to develop and manufacture 
commercially scalable 
products for partners.

The Group’s industry-leading 
knowledge in multiple 
therapeutic areas (gene 
modified cell therapies, 
oncology, liver, respiratory 
diseases and CNS disorders) 
means that it is able to help 
solve partners scale-up and 
supply needs for their cell  
and gene therapy products.

The Group has applied its 
world leading capabilities and 
expertise in lentiviral vectors 
to other vector types, and  
has worked in partnership 
with AstraZeneca since 2020  
on the commercial supply  
of the adenovirus-based 
Oxford AstraZeneca 
COVID-19 vaccine. 

The Group continues to  
apply its leading viral vector 
expertise to the development 
and manufacture of other 
viral vector types. In April,  
the Group announced a new 
three-year development  
and supply agreement with 
Boehringer Ingelheim for  
the manufacture and supply  
of various types of viral 
vectors to support the 
development of viral vectors 
and viral vector products, 
further demonstrating 
growing expertise beyond 
lentiviral vectors.

In September 2021, Serum 
Life Sciences Ltd, a subsidiary 
company of Serum Institute  
of India Pvt Ltd, invested just 
over £50 million in the Group 
to fund the development  
of the fallow area at Oxbox, 
the Group’s 84,000 sq. ft 
manufacturing facility based 
in Oxford, UK. The investment 
is being used to develop the 
fallow area into additional 
flexible manufacturing 
capacity for a variety of viral 
vector based products, 
including cell and gene 
therapy products, vaccines 
and other advanced 
therapeutics at 2,000L scale. 

Oxbox was constructed  
by the Group during 2019  
and the first phase of 
development, totalling over 
45,000 sq. ft., consisted of 
four independent GMP 
manufacturing suites,  
two fill and finish suites and 
supporting areas such  
as warehouse, cold chain 
facilities and QC laboratories. 
During 2021, three suites 
were dedicated to producing 
the adenovirus-based Oxford 
AstraZeneca COVID-19 
vaccine at 1000L scale and  
a fourth suite dedicated  
to 200L lentiviral vector 
manufacturing. The investment 
will allow Oxford Biomedica 
to continue to expand the 
capacity of the Group’s world 
class facilities in anticipation 
of growing demand for  
the Group’s world leading 
capabilities in viral vector 
development and manufacture.

The Group continues to 
explore opportunities to apply 
its world leading expertise i 
n viral vector development 
and manufacture to support 
partners in bringing their cell 
and gene therapy products  
to market and save the lives 
of patients worldwide.

Link to risks 

 A  B  C  E

Delivering on our strategy to become a global  
fully integrated viral vector platform

1

Proprietary
platform 

IP:  
Patents & 
know-how

Quality 
systems

Expertise

Facilities

Process development and manufacturing provides 
multiple revenue streams

Commercial stage viral vector CDMO with 
over 25 years experience

3

Gene Therapeutics

Delivering innovative therapies 

— Wholly owned products

2

3

4

5

Financial reporting

 1  2  3  4  5

For the purposes of financial 
reporting the LentiVector® 
platform (1) and CDMO partner 
programmes (2) both sit within  
the ’Platform’ segment  
for segmental reporting. The 
gene therapeutics proprietary 
products (3) which includes 
internal pipeline (4) and out-
licensed products (5) sit within 
the ’Product’ segment within 
segmental reporting. 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
7
1

t
r
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a
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S

 Over 100m

doses of the adenovirus- 
based Oxford AstraZeneca 
COVID-19 vaccine  
successfully manufactured 
since the partnership began

 Over 200

New colleagues in 2021

 19

Partner programmes  
at the end of 2021

 16

Apprenticeships created  
in 2021

 95%

of suppliers invoices paid 
within 30 days

Value creation for our 
stakeholders in 2021

Patients
Oxford Biomedica expanded its 
manufacturing capacity at its Oxbox 
facility to support the large-scale 
commercial manufacture of  
the adenovirus-based Oxford 
AstraZeneca COVID-19 vaccine.  
The Group worked alongside 
AstraZeneca and other manufacturing 
organisations internationally  
to enable the supply of COVID-19 
vaccines on a global scale.

Employees
Oxford Biomedica’s team are 
some of the most highly skilled 
and focused people in the cutting 
edge world of cell and gene 
therapy, working in office and 
laboratory facilities that are 
amongst the best.

Customers
The Group continued to target new 
strategic commercial relationships 
in 2021, and continued to maintain 
very good relationships with existing 
customers.

Local communities
Oxford Biomedica has provided 
high skilled jobs to the local 
community, and has established  
an apprenticeship scheme in 
collaboration with Advanced 
Therapies Apprenticeship 
Community and multiple training 
providers.

Suppliers
Oxford Biomedica is committed  
to building a supply chain that 
delivers commercial benefit to  
the business, while meeting its  
goal of sustainability.

Governing bodies  
and regulators
The Group operates in a highly 
regulated environment. With  
a long history of achievements, 
Oxford Biomedica’s technology  
is recognised by regulators on  
both sides of the Atlantic.

organ, an integrating lentiviral 
vector can provide the potential 
for a single administration 
leading to life-long therapeutic 
benefit. Pre-clinical studies  
for the first of these, OXB-401 
(in development for an 
undisclosed liver indication), 
were initiated in 2021.

The Group has chosen to 
deprioritise OXB-203,  
OXB-204 and OXB-103. 

Post-period end in February 
2022, Oxford Biomedica 
announced that Sio Gene 
Therapies had given notice that 
they intend to return the global 
rights for AXO-Lenti-PD and  
to terminate their programme 
in Parkinson’s Disease. Oxford 
Biomedica does not plan  
to invest in the development  
of this non-core legacy  
asset and plans to out-license  
it again in due course to a 
suitable partner with resource 
capabilities and funding to 
further develop this asset.

Link to risks 

 A  C  D  E

 3

 4

 5

Gene Therapeutics
The Group leverages its 
expertise to develop innovative 
IP-protected cell and gene 
therapeutics. The Group’s 
product pipeline offers long 
term upside potential, building 
on its internal research expertise 
and know-how developed over 
the last 25 years. The product 
pipeline is being progressed 
through proof-of-concept and 
into early clinical development,  
after which third-party  
funding will be sought for  
full clinical development and 
commercialisation.

An internal review of the 
Group’s proprietary pipeline  
was carried out in 2021, and  
the current product portfolio 
consists of five programmes.

OXB-302 (CAR-T 5T4) is 
currently the Group’s most 
advanced candidate and targets 
haematological tumours. The 
5T4 antigen has been shown to 
be highly expressed on various 
haematological tumours as well 
as most solid tumours with 
restricted expression on normal 
tissues.  

An exciting new area for 
therapeutic intervention is the 
liver. There are many diseases 
that could be treated by the 
efficient modification of liver 
cells. As the liver is a dividing 

Principal risks facing the business

The main risks are:

A

B

C

 Risks associated with pharmaceutical product development 
including product safety issues, lack of efficacy, and failure  
to obtain regulatory approval.

 Risks to the Group’s bioprocessing revenue from failure  
to manufacture lentiviral vector to the required standard.

 Exposure to one or more of the Group’s partners ceasing  
to develop their products and therefore no longer requiring  
the Group’s services.

D    Failure to out-license or spin-out the Group’s product  
development candidates so that development stops.

E   Inability to attract and/or retain highly skilled employees.

The principal risks facing the Group, including how they are 
managed and mitigated, are set out in detail on pages 78 to 85.  

Read more about the Group’s stakeholders  
on pages 18 and 19.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
8
1

Strategic Report
The Group’s stakeholders

The Board believes that, to maximise value and secure 
long-term success, the Directors must take account  
of what is important to key stakeholders. This is best 
achieved through proactive and effective engagement. 

Stakeholders

 1  Patients

The Group works on the development of innovative products either  
by itself or with partners to provide life-changing treatments to patients. 

s172 Companies Act 2006

The adjacent table identifies the Group’s key stakeholder groups, 
material issues and how the Group engages with them. Each 
stakeholder group requires a tailored engagement approach to 
foster effective and mutually beneficial relationships.

By understanding the Group’s stakeholders, the Board factors the 
potential impact of decisions into Boardroom discussions and 
considers stakeholders needs and concerns, in accordance with  
s172 of the Companies Act 2006 (as shown in the case study  
on pages 20 and 21). The Group works effectively with its employees, 
customers and suppliers, to make a positive contribution to local 
communities and achieve long-term sustainable returns for its 
investors. Acting in a fair and responsible manner is a core element  
of the Group’s business practice as seen in the Environmental, Social 
and Governance (ESG) report on pages 54 to 75. 

Key stakeholders

The Group has identified seven key stakeholders through a workshop 
facilitated by an external specialist consultant and these are as follows:
 1  Patients
 2  Employees
 3  Customers
 4  Local communities
 5  Suppliers
 6  Regulators
 7  Shareholders

 2  Employees

The Group has an experienced, diverse and dedicated workforce,  
which it recognises as a key asset of the business. Therefore,  
it is important that the Group continues to create the right environment 
to encourage and create opportunities for individuals and teams  
to realise their full potential.

 3  Customers

The continued performance of the Group’s business would not be 
possible without understanding the needs and future aspirations  
of its customers. Many customers have come to the Group as their 
businesses have moved into the cell and gene therapy sector, which  
is testament to the Group’s expertise and leadership in the sector.  
In addition, the Group’s manufacturing expertise has attracted  
a broader customer base.

 4  Local communities

The Group is committed to supporting the communities in which  
it operates, including local businesses, residents, schools and the  
wider public.

 5  Suppliers

The Group buys many items from key suppliers and outsources some 
of its activities to third-party suppliers and providers. As a result, it is 
crucial that the Group develops strong working relationships with the 
Group’s suppliers, so the Group can enhance the efficiency of the 
business and create value.

 6  Regulators

The Group operates in a highly regulated environment and  
it is important that it engages with the regulators as required.

 7  Shareholders

The Group’s shareholders play an important role in monitoring  
and safeguarding the governance of the Group.

Oxford Biomedica plc  |  Annual report and accounts 2021

How the Board and the wider Group engages

Material issues 

Addressing Material issues in 2021 

Further links

identified

Highlights

The Clinical Development department, the Chief Scientific Officer, the Chief 

–  Patient safety

–  Thousands of patients treated with the Group’s  

p. 74 

 Clinical trials and 

Technical Officer and the Scientific, Technology and Advisory Committee (STAC) 

–  Well-designed clinical trials

lentiviral vectors

ethics

consults with key clinical opinion leaders, patient advocacy groups and regulatory 

–  Progress product candidates 

–  Expanded manufacturing capacity for large-scale 

experts to design safe clinical trials for patients. The Chief Scientific Officer, the 

Chief Technical Officer and STAC regularly update the Board on the results of such 

consultations. The Group is able to scale-up its manufacturing capacity to access a 

broad patient population in line with customer demand.

to the market as quickly  

commercial manufacture of the adenovirus-based 

as possible 

Oxford AstraZeneca COVID-19 vaccine to treat  

millions of people 

The Group has an open, collaborative and inclusive management structure  

–  COVID-19 impact

–  COVID-19 specific pulse surveys to understand  

and engages regularly with employees. The Group does this through the regular 

–  Opportunities for 

workforce concerns 

appraisal process, structured career conversations, management development 

development and 

–  Workforce Engagement Panel held eight meetings, 

programmes, employee surveys, webinars and webcasts, digital sharing 

progression

–  Stuart Henderson, the Board’s designated representative, 

platforms, company presentations, town hall meetings, site visits by Board 

–  Health, safety and wellbeing

attended two Workforce Engagement Panel meetings 

members, email briefings and newsletters and its wellbeing programme. 

–  Opportunity to share ideas 

and has presented feedback to the Board arising from 

Employee engagement is frequently measured and the Group has designated 

and make a difference

employee surveys and Workforce Engagement Panel 

Stuart Henderson as the Board’s representative for gathering the views of the 

–  Equality, Diversity and 

discussions. During 2021, Mr Henderson participated  

p. 60 

 People and wellbeing

p. 106 

 Executive annual 

bonus, organisation 

p. 59 

 Equality, Diversity and 

and staff

Inclusion

p. 58 

 Workforce 

Engagement Panel 

workforce and overseeing employee engagement. Mr Henderson attends a 

Inclusion

number of Workforce Engagement Panel meetings per year to obtain employee 

feedback on key issues and to facilitate two-way communication between the 

Board and employees, with the objective to improve Board decision-making. 

During 2021, the Group’s Workforce Engagement Panel, comprising employee 

representatives from across the business, met eight times.

in Workforce Engagement Panel discussions relating  

to future ways of working, Executive pay and the role  

of the Remuneration Committee

–  Diversity and Inclusion workshop held with an external 

facilitator, with a strategy and action plan developed and 

–  Continued roll-out of the Management Development 

shared with the Group 

Programme

–  Continued roll-out of the Rewards and Talent programme 

–  233 new colleagues recruited

The Group’s Client Partner and Alliance Management department and the 

–  Understand customers’ 

–  By understanding clients’ needs and meeting their 

p. 30  Performance review

Business Development team, the Chief Scientific Officer, the Chief Technical 

needs to refine expertise

expectations, the Group was able to establish new client 

p. 106 

 Executive annual 

Officer and the Chief Financial Officer regularly communicates with existing 

–  Deliver to meet customers’ 

relationships such as Boehringer Ingelheim, Arcellx, and 

bonus 

customers/partners to discuss their goals and incorporate them into the Group’s 

business goals

Caballetta Bio

schedules/strategy. The Group does this through meetings, engagement events 

–  Offer expert manufacturing 

–  Progressed programmes with partners as per agreements

and forums. This active engagement ultimately ensures that the Group meets 

capabilities to partners

their customers’ needs and assists them in achieving their business goals.  

The Chief Business Officer and Chief Commercial Officer present a regular 

update on the Group’s customer/partner relationships at each Board meeting.

The Group engages with the local community not only through the planning 

–  Apprenticeships 

–  16 apprenticeships offered in 2021

process but also through the Group’s “Helping Hands” forum, with 

–  School and careers events

–  Outreach programme in STEM subjects 

volunteering, fundraising and charity work. Employees of the Group attend 

–  Fundraise for charity

–  Collaborative Training Partnership programme with 

schools and career fairs and provide apprenticeships and work experience 

–  Volunteer for local charities/

Oxford University and University College London 

p. 57 

p. 61 

p. 71 

p. 62 

 People

 Community

 Innovation

 Charity

opportunities. The Group liaises with industry bodies and government 

organisations

launched

–  £17,000 in employee fundraising for local Oxford charity

organisations to enhance the positive impact the Group has on the communities 

and sector in which it operates. The Board is kept updated on the various 

community initiatives.

Through effective collaboration, the Group aims to build long-term 

relationships with its suppliers so that both parties benefit. The business 

development team, operations team, Chief Operations Officer and  

Chief Financial Officer have regular supplier meetings and business reviews  

and are creating a supplier code of conduct. The team reports back  

to the Board on a regular basis on any supplier concerns.

–  Long term partnerships

–  Collaborative approach

–  Open terms of business

–  Quality audits performed by the Group on its suppliers

p. 75 

 Slavery and code of 

–  Due diligence performed by the Group on its suppliers

conduct

–  Procurement and supplier function enhanced to interact 

p. 73 

 Supply chain

with suppliers more effectively

–  Development of a Supplier Code of Conduct

The Chief Scientific Officer, Chief Technical Officer, Chief Operations Officer 

–  Engage with regulators early

– Two audits by government regulatory bodies

and General Counsel are in contact with government regulatory bodies on  

–  Meeting regulatory 

– Seven audits by customers

a regular basis and attend industry forums. The Group has compliance audits 

compliance

–  Regulatory training for employees and Directors

p. 80 

 Regulatory risk

p. 103 

 Governance

p. 54 

 ESG

performed by both government regulatory bodies and by its customers.  

–  Compliance with the 

–  Product safety update reports (PSURs)

The General Counsel arranges for annual Corporate Governance updates to  

Corporate Governance Code

–  Regular review of the Corporate  

the Board from external advisers and provides other ad hoc regulatory updates 

Governance Code

as appropriate.

Through the Group’s investor relations programme, which includes regular 

–  Corporate Governance

–  c.170 meetings/calls with the investor community held 

p. 92 

 Shareholder 

updates to the Board on investor presentations, one-to-one meetings and 

–  Business ethics 

virtually and in person in 2021 

investor roadshows as well as the Group’s Annual General Meeting (AGM), the 

–  Strategy and business model

–  Shareholders were invited to listen in to the AGM and 

Group ensures shareholder views are brought into the Boardroom and are 

–  Financial performance

vote by proxy

considered in its decision-making. There was a representative of one major 

shareholder on the Board for the duration of 2021. The Group engages with 

shareholders via the Annual report and accounts and via RNS announcements 

and the corporate website.

engagement 

in 2021

p. 106 

 Remuneration –  

annual bonus and LTIP

p. 103  Governance

p. 54  ESG

p. 44 

Financial review

p. 147  Financials

 
Stakeholders

 1  Patients

The Group works on the development of innovative products either  

by itself or with partners to provide life-changing treatments to patients. 

 2  Employees

The Group has an experienced, diverse and dedicated workforce,  

which it recognises as a key asset of the business. Therefore,  

it is important that the Group continues to create the right environment 

to encourage and create opportunities for individuals and teams  

to realise their full potential.

 3  Customers

The continued performance of the Group’s business would not be 

possible without understanding the needs and future aspirations  

of its customers. Many customers have come to the Group as their 

businesses have moved into the cell and gene therapy sector, which  

is testament to the Group’s expertise and leadership in the sector.  

In addition, the Group’s manufacturing expertise has attracted  

a broader customer base.

 4  Local communities

The Group is committed to supporting the communities in which  

it operates, including local businesses, residents, schools and the  

wider public.

 5  Suppliers

The Group buys many items from key suppliers and outsources some 

of its activities to third-party suppliers and providers. As a result, it is 

crucial that the Group develops strong working relationships with the 

Group’s suppliers, so the Group can enhance the efficiency of the 

business and create value.

 6  Regulators

The Group operates in a highly regulated environment and  

it is important that it engages with the regulators as required.

 7  Shareholders

The Group’s shareholders play an important role in monitoring  

and safeguarding the governance of the Group.

9
1

t
r
o
p
e
R
c
i
g
e
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a
r
t
S

How the Board and the wider Group engages

Material issues 
identified

Addressing Material issues in 2021 
Highlights

Further links

The Clinical Development department, the Chief Scientific Officer, the Chief 
Technical Officer and the Scientific, Technology and Advisory Committee (STAC) 
consults with key clinical opinion leaders, patient advocacy groups and regulatory 
experts to design safe clinical trials for patients. The Chief Scientific Officer, the 
Chief Technical Officer and STAC regularly update the Board on the results of such 
consultations. The Group is able to scale-up its manufacturing capacity to access a 
broad patient population in line with customer demand.

–  Patient safety
–  Well-designed clinical trials
–  Progress product candidates 
to the market as quickly  
as possible 

–  Thousands of patients treated with the Group’s  

lentiviral vectors

–  Expanded manufacturing capacity for large-scale 
commercial manufacture of the adenovirus-based 
Oxford AstraZeneca COVID-19 vaccine to treat  
millions of people 

p. 74 

 Clinical trials and 
ethics

The Group has an open, collaborative and inclusive management structure  
and engages regularly with employees. The Group does this through the regular 
appraisal process, structured career conversations, management development 
programmes, employee surveys, webinars and webcasts, digital sharing 
platforms, company presentations, town hall meetings, site visits by Board 
members, email briefings and newsletters and its wellbeing programme. 
Employee engagement is frequently measured and the Group has designated 
Stuart Henderson as the Board’s representative for gathering the views of the 
workforce and overseeing employee engagement. Mr Henderson attends a 
number of Workforce Engagement Panel meetings per year to obtain employee 
feedback on key issues and to facilitate two-way communication between the 
Board and employees, with the objective to improve Board decision-making. 
During 2021, the Group’s Workforce Engagement Panel, comprising employee 
representatives from across the business, met eight times.

–  COVID-19 impact
–  Opportunities for 
development and 
progression

–  Health, safety and wellbeing
–  Opportunity to share ideas 

and make a difference
–  Equality, Diversity and 

Inclusion

p. 60 
p. 106 

p. 59 

p. 58 

 People and wellbeing
 Executive annual 
bonus, organisation 
and staff
 Equality, Diversity and 
Inclusion
 Workforce 
Engagement Panel 

–  COVID-19 specific pulse surveys to understand  

workforce concerns 

–  Workforce Engagement Panel held eight meetings, 
–  Stuart Henderson, the Board’s designated representative, 
attended two Workforce Engagement Panel meetings 
and has presented feedback to the Board arising from 
employee surveys and Workforce Engagement Panel 
discussions. During 2021, Mr Henderson participated  
in Workforce Engagement Panel discussions relating  
to future ways of working, Executive pay and the role  
of the Remuneration Committee

–  Diversity and Inclusion workshop held with an external 

facilitator, with a strategy and action plan developed and 
shared with the Group 

–  Continued roll-out of the Management Development 

Programme

–  Continued roll-out of the Rewards and Talent programme 
–  233 new colleagues recruited

The Group’s Client Partner and Alliance Management department and the 
Business Development team, the Chief Scientific Officer, the Chief Technical 
Officer and the Chief Financial Officer regularly communicates with existing 
customers/partners to discuss their goals and incorporate them into the Group’s 
schedules/strategy. The Group does this through meetings, engagement events 
and forums. This active engagement ultimately ensures that the Group meets 
their customers’ needs and assists them in achieving their business goals.  
The Chief Business Officer and Chief Commercial Officer present a regular 
update on the Group’s customer/partner relationships at each Board meeting.

–  Understand customers’ 
needs to refine expertise
–  Deliver to meet customers’ 

business goals

–  By understanding clients’ needs and meeting their 

expectations, the Group was able to establish new client 
relationships such as Boehringer Ingelheim, Arcellx, and 
Caballetta Bio

–  Offer expert manufacturing 

–  Progressed programmes with partners as per agreements

p. 30  Performance review
p. 106 

 Executive annual 
bonus 

capabilities to partners

The Group engages with the local community not only through the planning 
process but also through the Group’s “Helping Hands” forum, with 
volunteering, fundraising and charity work. Employees of the Group attend 
schools and career fairs and provide apprenticeships and work experience 
opportunities. The Group liaises with industry bodies and government 
organisations to enhance the positive impact the Group has on the communities 
and sector in which it operates. The Board is kept updated on the various 
community initiatives.

–  Apprenticeships 
–  School and careers events
–  Fundraise for charity
–  Volunteer for local charities/

organisations

–  16 apprenticeships offered in 2021
–  Outreach programme in STEM subjects 
–  Collaborative Training Partnership programme with 
Oxford University and University College London 
launched

p. 57 
p. 61 
p. 71 
p. 62 

 People
 Community
 Innovation
 Charity

–  £17,000 in employee fundraising for local Oxford charity

Through effective collaboration, the Group aims to build long-term 
relationships with its suppliers so that both parties benefit. The business 
development team, operations team, Chief Operations Officer and  
Chief Financial Officer have regular supplier meetings and business reviews  
and are creating a supplier code of conduct. The team reports back  
to the Board on a regular basis on any supplier concerns.

–  Long term partnerships
–  Collaborative approach
–  Open terms of business

–  Quality audits performed by the Group on its suppliers
–  Due diligence performed by the Group on its suppliers
–  Procurement and supplier function enhanced to interact 

p. 75 

p. 73 

 Slavery and code of 
conduct
 Supply chain

with suppliers more effectively

–  Development of a Supplier Code of Conduct

The Chief Scientific Officer, Chief Technical Officer, Chief Operations Officer 
and General Counsel are in contact with government regulatory bodies on  
a regular basis and attend industry forums. The Group has compliance audits 
performed by both government regulatory bodies and by its customers.  
The General Counsel arranges for annual Corporate Governance updates to  
the Board from external advisers and provides other ad hoc regulatory updates 
as appropriate.

–  Engage with regulators early
–  Meeting regulatory 

compliance

–  Compliance with the 

Corporate Governance Code

– Two audits by government regulatory bodies
– Seven audits by customers
–  Regulatory training for employees and Directors
–  Product safety update reports (PSURs)
–  Regular review of the Corporate  

Governance Code

p. 80 
p. 103 
p. 54 

 Regulatory risk
 Governance
 ESG

Through the Group’s investor relations programme, which includes regular 
updates to the Board on investor presentations, one-to-one meetings and 
investor roadshows as well as the Group’s Annual General Meeting (AGM), the 
Group ensures shareholder views are brought into the Boardroom and are 
considered in its decision-making. There was a representative of one major 
shareholder on the Board for the duration of 2021. The Group engages with 
shareholders via the Annual report and accounts and via RNS announcements 
and the corporate website.

–  Corporate Governance
–  Business ethics 
–  Strategy and business model
–  Financial performance

–  c.170 meetings/calls with the investor community held 

p. 92 

virtually and in person in 2021 

–  Shareholders were invited to listen in to the AGM and 

vote by proxy

p. 106 

 Shareholder 
engagement 
in 2021
 Remuneration –  
annual bonus and LTIP

p. 103  Governance
p. 54  ESG
p. 44 
p. 147  Financials

Financial review

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
0
2

Strategic Report
The Group’s stakeholders

Stakeholder case study
The Board charged management  
to consider and report on the impact 
that the proposed transaction with 
Homology to establish an AAV  
business in the US would have on the 
stakeholders. The Board considered 
and challenged management’s analysis.

Patient population  
and customers
The Board considered the impact  
that the transaction would have on 
the wider patient population and 
customers and assessed whether  
it would bring benefits to these 
stakeholders.

Proposed transaction with 
Homology Medicines
During 2021, the Company entered 
discussions with NASDAQ quoted 
Homology Medicines, Inc. regarding 
the proposed acquisition of an  
80% ownership interest in a newly 
formed AAV focused manufacturing  
and innovation business, Oxford 
Biomedica Solutions, comprising of 
Homology Medicines’ 25,000 sq. ft. 
adeno-associated virus manufacturing 
facilities in Boston, US, and the assets 
and staff associated therewith.

The Board concluded that the 
transaction would enable the Group  
to readily bring its viral manufacturing 
and commercial scale expertise to the 
manufacture of Homology Medicines’ 
AAV products and to roll out its 
expanded capabilities to other AAV 
customers in the future. Importantly, 
the Board believed that the transaction 
would enable the Group to achieve its 
goal of becoming a global viral vector 
leader, providing treatments to patients 
and solutions to its customers. The 
Board considered that the transaction 
would provide additional benefits to 
customers by way of an expanded 
offering in AAV manufacturing and 
were confident that the transaction 
would not disrupt Homology Medicines’ 
clinical trials, nor have a negative 
impact on the patient population.

Employees
Consideration was given to the effect 
that the process of negotiating and 
agreeing the transaction, together 
with the longer-term integration  
of Oxford Biomedica Solutions  
into the Group, would have on the 
Group’s employees. It was noted that 
the expected impact on employees 
would be felt not only in terms of  
the increased workload for key 
employees involved in the diligence 
and negotiation of the transaction 
itself under a tight timeframe, but also 
as a result of the integration and 
alignment process that was expected 
to continue for at least a 12-month 
period following closing of the 
transaction. 

Measures were put in place to assist 
the key deal team with their increased 
workload, including providing 
wellbeing support during the period 
of increased activity. The team were 
also permitted to retain any annual 
leave they were unable to take  
during the transaction timetable that 
would otherwise have lapsed at  
year end. Increased staffing needs 
were agreed for the implementation 
of the integration post-closing  
of the transaction.

 80%

Acquisition of an 80% ownership interest in  
a newly formed AAV focused manufacturing 
and innovation business, Oxford Biomedica 
Solutions

The transaction  
will provide additional 
benefits to customers 
by way of an expanded 
offering in AAV 
manufacturing

Oxford Biomedica plc  |  Annual report and accounts 2021

Treatments and solutions
The Board believed that the transaction would 
enable the Group to achieve its goal of 
becoming a global viral vector leader, providing 
treatments to patients and solutions to its 
customers.

 
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Local communities
The Board considered whether  
the transaction would have any 
positive or negative effect on local 
communities. The Board concluded 
that the transaction would have a 
positive impact in terms of providing 
future job security for Oxford 
Biomedica employees in Oxford,  
and for those employees of Oxford 
Biomedica Solutions based in the 
wider Boston area. The Board 
believed that the transaction would 
have a positive effect on the existing 
community in the local Oxford area 
and the community in the Greater 
Boston area where Oxford Biomedica 
Solutions would be located, bringing 
more business and employment  
to the local area.

Supply chain and regulators
The Board assessed the effect of the 
transaction on the Group’s suppliers  
and existing supply chain as well  
as on its relationships and dealings 
with regulators both within the  
UK and, given the location of Oxford 
Biomedica Solutions, US regulators. 
The Board decided that the Group’s 
suppliers would not be significantly 
affected by the transaction and that 
there would not be any additional 
pressure on the supply chain. The 
Board recognised the additional 
regulatory workload that the forward-
looking compliance with the US 
regulatory authorities post-closing 
would bring to the Group. In addition, 
the Board acknowledged the need  
for compliance with the UK financial 
regulators to ensure the transaction 
received the necessary approvals from 
the UK Financial Conduct Authority 
and the US regulatory authorities  
to obtain approval from the US  
anti-trust regulators under the  
Hart-Scott Rodino Act.

Shareholders
The Board considered the effect of 
the transaction on the Group’s 
shareholders and assessed whether it 
was in the shareholders’ best interests 
to proceed with the transaction. The 
Board believed the combined Group, 
that would result from the transaction, 
would align with Oxford Biomedica’s 
publicly stated strategy and facilitate 
the Group’s goal of becoming a 
global viral vector leader. In addition, 
the Board believed that the 
transaction would raise the profile  
of the Group within the investment 
community and beyond and would 
facilitate access to a broader investor 
base, allowing for diversification  
of the Group’s shareholder base. 

Following due discussion and 
consideration, the Board concluded 
that it was in the best interests of the 
Group’s stakeholders, taken as a whole, 
to proceed with the transaction.

The Group’s suppliers 
will not be significantly 
affected by the transaction 
and there will not be any 
additional pressure on  
the Group’s supply chain

Oxford Biomedica Solutions, located in  
the Greater Boston area, US, will bring more 
business and employees to the local area. 

Proprietary ’plug and play’ manufacturing 
process and platform
The Board believed that the transaction  
will enable the Group to achieve its goal  
of becoming a global viral vector leader, 
providing treatments to patients and solutions  
to its customers. 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
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Strategic Report 
Operational highlights delivered in 2021

COVID-19 Vaccine and Agreement with AstraZeneca
 — Continued large-scale commercial manufacture of the adenovirus-based Oxford 

AstraZeneca COVID-19 vaccine at the Group’s Oxbox facility, running three 
manufacturing suites at 1000L scale to maximise production of vaccine

 — Cumulative revenues from AstraZeneca by the end of 2021 were in excess of 

£100 million, contributing to significant growth in Group Operating EBITDA in 2021

Novartis Partnership
 — In December, Novartis and Oxford Biomedica extended their commercial supply 

agreement for the manufacture of lentiviral vectors for several Novartis CAR-T products 
to the end of 2028

 — Global roll out of Kymriah® in both paediatric and young adult relapsed or refractory 

B-cell acute lymphoblastic leukaemia (r/r ALL) and relapsed or refractory diffuse large 
B-cell lymphoma (r/r DLBCL) indications continued to expand with more than 365 
qualified treatment centres in 30 countries having coverage for at least one indication

Boehringer Ingelheim 
 — In April, Oxford Biomedica announced that it had entered into a new three-year 

development and supply agreement with Boehringer Ingelheim for the manufacture 
and supply of various types of viral vectors, demonstrating the versatility of the 
Group’s platform

 — In October, the Group announced that Boehringer Ingelheim had exercised its option  
to license Oxford Biomedica’s lentiviral vector technology to manufacture, register  
and commercialise BI 3720931 as a long-lasting therapeutic option for patients with  
cystic fibrosis

Other Partnership News and Strategic Updates
 — Oxford Biomedica continues to actively progress its exciting collaborations with 
Juno Therapeutics Inc. (a wholly owned subsidiary of Bristol Myers Squibb Inc.)  
and Beam Therapeutics 

 — In March, Oxford Biomedica announced that Sanofi had given notice of their intent 

to terminate their collaboration and licence agreement for the process development 
and manufacturing of lentiviral vectors to treat haemophilia. Oxford Biomedica 
expects a negligible impact on revenue over the coming 18-month period

 — In November, OXB signed a new agreement with Immatics, a leading company 

developing T-cell-redirecting cancer immunotherapies

 — In December, Oxford Biomedica announced a new licence and supply agreement 
and a three-year clinical supply agreement with leading next-generation CAR-T 
developer Arcellx, and is currently working on their lead CAR-T programme

 — In May, Orchard Therapeutics announced it would be returning the rights  
to its OTL-101 programme to the academic originators of that programme 

 — Post-period end, Oxford Biomedica announced a licence and supply agreement  

with Cabaletta Bio for their DSG3-CAART programme (now in Phase I) (January 2022)

 — Post-period end, Oxford Biomedica announced that Sio Gene Therapies had given 
notice of their intention to return the rights for AXO-Lenti-PD; Oxford Biomedica 
plans to out-license the programme in due course (February 2022)

 — During 2021, the Group concluded an internal review of its proprietary pipeline and, 

following this, identified a set of select assets for development 

See page 30.

See page 31.

See page 31.

See page 32.

See page 32.

See page 32.

See page 33.

See page 33.

See page 34.

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Investment from Serum Life Sciences Ltd 
 — In September, Serum Life Sciences Ltd (a subsidiary of Serum Institute of India) made an 

investment of £50 million in the Company in return for 3.9% of the share capital at the time

See page 35.

 — The proceeds of the transaction will fund the development of the fallow area at Oxbox  

into a flexible advanced manufacturing space for a variety of viral vector based products, 
including cell and gene therapy products, vaccines and other advanced therapeutics  
at 2,000L scale

Transaction with Homology Medicines, Inc and creation of Oxford Biomedica 
Solutions (post-period end) 
 —  In January 2022, Oxford Biomedica announced that it had agreed with Homology 
Medicines to establish Oxford Biomedica Solutions, a high-performing, full scope  
AAV manufacturing and innovation business near Boston, US

 — The transaction completed on 10 March 2022 and is immediately accretive to the 

Group’s revenue growth

 — The transaction has expanded the Group’s suite of viral vector capabilities into the large 

and growing AAV segment 

 — Oxford Biomedica, Inc acquired an 80% ownership interest in Oxford Biomedica 

Solutions for $130 million (£97 million) cash consideration, with a further $50 million 
(£37 million) capital injection into Oxford Biomedica Solutions to fund growth

Expansion of Capacity
 —  In January 2021, Oxford Biomedica hosted the Prime Minister, the Rt. Hon Boris Johnson MP, 

to formally open the Oxbox manufacturing facility following MHRA approval of four 
manufacturing suites

 — Planning permission for redevelopment of the Windrush Innovation Centre was granted in 

June 2021, and is planned to provide next generation laboratory facilities; project 
anticipated to commence in second half of 2022

Corporate Governance and Organisational Progress
 — Post-period end, Dr. Roch Doliveux assumed the role of Interim CEO of the Company, 
simultaneous with the announcement of John Dawson’s decision to retire as CEO after 
more than 13 years of service. A process to appoint a new CEO is underway

 — The Company welcomed three new Board members in 2021; Professor Dame Kay Davies,  
a world-renowned geneticist and Dr. Lee’s Professor of Anatomy Emeritus at Oxford 
University, Dr. Michael Hayden, with decades of industry defining contributions and 
achievements, and Ms Catherine Moukheibir, with extensive international experience  
in finance, capital markets and life sciences 

 — During the period two long-standing Board members also stepped down; Martin Diggle, 
Partner at Vulpes Investment Management, stepped down in February and Dr. Andrew 
Heath retired from the Board at the AGM in May

 — In April 2022, the Company welcomed Namrata P Patel to the Board as an Independent 

Non-Executive Director. Ms Patel brings extensive international experience in manufacturing 
and product supply, and ESG

See page 36.

See page 35.

See page 28.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
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Strategic Report
Financial highlights delivered in 2021

 £142.8m

 £35.9m

Revenue
Revenue increased by 63% from £87.7 million to £142.8 million

Operating EBITDA1 profit
Operating EBITDA profit generated of £35.9 million (2020: £7.3 million)

 +87%

 £14.4m

Bioprocessing and commercial development revenue
Bioprocessing and commercial development revenues increased  
by +87% to £128.4 million (2020: £68.5 million)

Licences, milestone and royalties revenue 
Licences, milestone and royalty revenues decreased to £14.4 million 
(2020: £19.2 million)

 £20.8m

Operating profit
Operating profit generated of £20.8 million (2020: £5.7 million loss)

 £31.4m & (£10.6m)

Segment operating profit/(loss)
The Platform segment generated an operating profit of £31.4 million in 
2021 (2020: £2.0 million profit), whilst the Product segment made a loss 
of £10.6 million (2020: £7.7 million loss)

 £108.9m

Cash
Cash of £108.9 million (31 December 2020: £46.7 million)

 £9.5m

 £24.5m

Cash generated from operations
Increased by £28.3 million to £24.5 million  
(2020: £3.9 million used)

 £50.0m

Capital expenditure
Capital expenditure of £9.5 million (2020: £13.4 million)

Strategic equity placing in Sep 2021
Strategic £50.0 million equity placing by Serum Life Sciences Ltd  
for the development of the Oxbox fallow area

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Cash generated from operations 
£m

Operating EBITDA
£m

  Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, revaluation of investments and assets at fair value through 
profit and loss, and Share Based Payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes  
from operating profit or loss all non-cash items, including the charge for share options. However, deferred bonus share option charges  
are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the instruction  
of the Remuneration Committee. Share options are considered non-cash as there is no cash payment associated with the annual share 
option charge recognised in the statement of comprehensive income. A reconciliation to GAAP measures is provided on page 50.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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Process development is a critical 
success factor driving better 
efficacy, safety, affordability and 
wider applicability of cell and 
gene therapies

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
6 Strategic Report

2

Chair’s statement

2021 was an outstanding year for 
Oxford Biomedica as we continued  
to succeed in our mission to deliver 
life-changing therapies and vaccines 
to patients. The innovative work we  
are doing will allow our customers,  
the biotech and biopharma industry,  
to deliver life-saving therapies  
to reach more patients.

Dr. Roch Doliveux 
Chair

Saving lives through innovative  
cell and gene therapy services
Introduction
2021  was  an  outstanding  year  for  Oxford  Biomedica  as  we  continued  to 
succeed in our mission to deliver life-changing therapies and vaccines to 
patients. Our business model is built upon using science to save lives and the 
innovative work we are doing is enabling our customers, the biotech and 
biopharma industry, to deliver life-saving therapies to reach more patients.

We  continued  the  large-scale  manufacture  of  the  adenovirus-based 
Oxford  AstraZeneca  COVID-19  vaccine,  successfully  manufacturing  
more than 100 million doses of the vaccine and demonstrating Oxford 
Biomedica’s world class facilities, expertise and strength of our team. We 
expanded  upon  other  existing  partnerships,  including  with  Boehringer 
Ingelheim for the manufacture and supply of various types of viral vectors, 
whilst also signing two new partnerships. 

In line with our aim of becoming a global viral vector leader, not only did 
we invest in the expansion of our world class facilities in the UK, but we 
also announced a transformational deal with Homology Medicines which 
was completed in early 2022. This transaction has enabled us to broaden  
our  vector  offering  into  adeno-associated  virus  (AAV)  whilst  enhancing 
our process development and manufacturing capabilities and expanding 
our US presence.

 > 100m doses

Adenovirus-based COVID-19 vaccine
Oxford Biomedica has now successfully manufactured 
more than 100 million doses of the adenovirus-based 
Oxford AstraZeneca COVID-19 vaccine.

 $2.8bn

Vector manufacturing supply market
The global outsourced vector manufacturing supply 
market, for lentivral vector, AAV and adenoviral vector,  
is growing rapidly and is expected to reach c. $2.8bn  
by 20261.

1   Company estimates and third-party research.

Oxford Biomedica plc | Annual report and accounts 2021 
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Culture and values
During 2021, our culture became even stronger 
despite being tested by the COVID-19 pandemic.  
Read more about our Environmental, Social and 
Governance Report on pages 54 to 75.

ve In t e g r i ty

a
H

e Ins p iri n g

B

eliver I n n o vation

D

Innovation in our platform remains integral to the future of our business. 
We conducted an internal review of our additional assets in development 
in 2021 and as of the end of the year we had several assets in our gene 
therapeutics pipeline.

We have entered 2022 in a robust financial position, providing us with a 
stable  foundation  for  future  growth.  In  September,  we  received  an 
investment by Serum Life Sciences Ltd of £50 million, which enables us 
to further expand the capacity of our world class facilities as we continue 
anticipating  growing  demand  for  our  capabilities  in  viral  vector 
manufacturing. 

Our Culture
Our  purpose  is  at  the  heart  of  our  culture.  During  2021,  our  culture 
became even stronger despite being tested by the COVID-19 pandemic. 
The  Group’s  approach  to  employee  wellbeing  continued  to  focus  on 
mental  wellbeing  and,  in  particular,  resilience.  The  pandemic  has 
emphasised  that  whilst  we  cannot  control  the  external  environment 
around us, we can support employees and provide them with the tools to 
manage their personal response to these external factors. 

As  a  Group,  employee  engagement  remains  a  key  priority.  We  are 
committed to making sure employees are regularly asked for their views 
and  suggestions  on  a  variety  of  issues,  through  multiple  channels  and 
forums.  In  2021,  we  launched  our  first  ever  company-wide  employee 
engagement survey. The results were positive, and the Group’s sustainable 
engagement score, a key overall engagement indicator, was above those 
of other benchmarked groups. We will continue to take action to further 
improve our performance in this area.

Our Strategy 
The Group’s goal is focused on becoming an innovative global viral vector 
leader that provides solutions to cell and gene therapy companies. 

In  September,  having  conducted  a  strategic  review  and  following  our 
success in both lentiviral vectors and our performance above other CDMOs 
with  the  adenovirus-based  Oxford  AstraZeneca  COVID-19  vaccine,  we 
announced  that  we  would  expand  the  scope  of  our  innovative  process 
development and manufacturing to all classes of viral vectors. The global 
outsourced vector manufacturing supply market for lentiviral vector, AAV 
and adenoviral vector is growing rapidly and is expected to reach c. $2.8bn 
by 20261, and we see significant potential to build upon our success with 
lentiviral vectors and capitalise on the opportunities available. 

In  line  with  this  vector  agnostic  strategy,  our  recent  transaction  with 
Homology Medicines has enabled us to further broaden our leading viral 
vector  capabilities  into  the  large  and  fast-growing  AAV  segment.  We 
believe that the transaction will accelerate our strategy of becoming an 
innovative global viral vector leader, providing solutions to cell and gene 
therapy biotech and biopharma companies for their process development 
and manufacturing needs across key viral vectors.

Our focus is now on the delivery of this strategy. Process development is 
one  of  the  most  critical  success  factors  to  ensure  the  efficacy,  safety, 
affordability  and  wider  applicability  of  cell  and  gene  therapies  and 
therefore an increased focus on this is a natural evolution for the company. 

Over the long-term, our process development has the potential to help 
build  a  proprietary  pipeline  of  assets  for  which  we  will  seek  external 
funding  and  continue  to  progress  in-house  before  seeking  partners  to 
take the products into clinical trials. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
“ We continue to build our 
global footprint as a vector-
agnostic provider of life-
changing therapies to a group 
of high calibre customers 
globally.”

John Dawson
John Dawson announced his decision to retire  
after more than 13 years as Oxford Biomedica’s  
Chief Executive Officer. Under his leadership,  
Oxford Biomedica has grown into a global industry 
leader in viral vectors and its market cap has multiplied 
over 20 times. At the end of 2021 he was made a 
Commander of the Order of the British Empire (CBE) 
awarded for services to UK Life Science.

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Chair’s statement

Governance 
As a FTSE 250 company, best practice corporate governance is paramount 
to  Oxford  Biomedica  and  the  Board  plays  a  key  role  in  promoting  the 
long-term success of the Company, ensuring that we maintain sustainable 
practices. Alongside this, the Group is firmly committed to strengthening 
and  diversifying  the  Board.  During  2021  we  made  significant  strides 
enhancing diversity, moving from one to three women on the Board, of 
whom two chair committees that advise the Board. 

In March, Professor Dame Kay Davies, a world-renowned geneticist and 
Dr.  Lee’s  Professor  of  Anatomy  Emeritus  at  Oxford  University,  was 
appointed to the Board as an Independent Non-Executive Director. Dame 
Kay  Davies  is  the  Chair  of  our  newly  formed  Science  and  Technology 
Advisory Committee, an advisory committee to the Board on science and 
technology  matters  which  reaffirms  our  commitment  to  innovation. 
Details  of  the  Science  and  Technology  Advisory  Committee  are  on  
page  93.  The  Board  was  further  bolstered  in  July  when  we  appointed  
Dr. Michael Hayden as a Non-Executive Director. Dr. Hayden has decades 
of industry defining scientific contributions and achievements, including 
developing  the  world’s  first  approved  gene  therapy  treatment.  In 
December, the Board was pleased to appoint Catherine Moukheibir to the 
Board  as  an  Independent  Non-Executive  Director.  Ms  Moukheibir  has 
extensive  international  experience  in  finance,  capital  markets  and  life 
sciences and currently serves on the board of six other companies. Post 
period  end,  we  added  a  fourth  female  Non-Executive  Director,  with 
Namrata P Patel joining the Board in April 2022. Ms Patel brings extensive 
international  experience  in  manufacturing  and  product  supply  and 
Environmental Social and Governance (ESG) matters.

In  addition  to  chairing  the  Board,  I  assumed  the  role  of  Interim  Chief 
Executive Officer of the Company in January 2022, after John Dawson 
announced his decision to retire after more than 13 years of service, which 
was closely followed by the announcement of the transformational deal 
with Homology Medicines. On behalf of the Board, I would like to express 
my sincere appreciation for John Dawson’s leadership and achievements 
as Chief Executive Officer during his lengthy tenure. His successful career 
and pivotal role in the manufacture of the life-saving adenovirus-based 
Oxford  AstraZeneca  COVID-19  vaccine  were  recognised  at  the  end  of 
2021 by a much-deserved Commander of the Order of the British Empire 
(CBE) award for services to UK Life Science. Under his leadership, Oxford 
Biomedica has grown into a global industry leader in viral vectors and its 
market cap has multiplied over 20 times and delivered multiple high-value 
partnerships alongside successfully manufacturing the adenovirus-based 
Oxford  AstraZeneca  COVID-19  vaccine  at  unprecedented  speed.  We 
have commenced a formal process to appoint a successor who will lead 
the Group through its next phase of growth.

During the period two long-standing Board members also stepped down 
after many years of service. Martin Diggle, a Partner at Vulpes Investment 
Management stepped down as a Non-Executive Director in February after 
nearly  nine  years  of  service  and  Dr.  Andrew  Heath,  Non-Executive 
Director, retired from the Board at the AGM in May, after more than eleven 
years of service to the Group. We thank them both for their contribution.

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Saving lives
Our purpose at Oxford Biomedica is saving lives. We 
will continue to be an innovator in cell and gene 
therapy, and work with our customers to deliver 
breakthrough life-changing treatments.

 40 people

Environmental representatives
Oxford Biomedica has a team of 40 environmental 
representatives working to identify areas where 
efficiencies can be made. 

In  August  2021,  Matthew  Treagus,  Chief  Information  Officer  joined  the 
Senior  Executive  Team  as  a  permanent  member,  having  worked  with 
Oxford Biomedica on the development and implementation of its digital 
strategy since 2019. This announcement reflects the Group’s commitment 
to driving its digitalisation agenda. Dave Backer joined the Senior Executive 
Team in September 2021 as Chief Commercial Officer, broadening the 
Group’s business development expertise as it expands beyond lentiviral 
manufacturing into other vectors, including adenovirus and AAV.

The  Group  remains  committed  to  its  role  as  a  responsible  business  
and continues work on implementing its ESG strategy, which is focused 
on five pillars: People; Community; Environment; Innovation and Supply 
Chain. Throughout 2021, the Group made progress towards strengthening 
its involvement in the local community adding a further 16 apprentices 
across the organisation and raising £17,000 for our chosen charity SeeSaw. 
We are pleased with the progress we are making towards reducing our 
environmental footprint and work alongside our team of 40 environmental 
representatives to identify areas where further efficiencies can be made. 
The Group endeavours to gain an environmental certification as part of its 
sustainability plan.

Summary
The Board expects 2022 to be a year of growth for the Group, excluding 
the  one-time  impact  of  the  Oxford  AstraZeneca  COVID-19  vaccine.  
We continue to build our global footprint as a vector-agnostic provider of 
life-changing therapies to a group of high calibre customers globally. In 
particular, the Group is expected to increase its presence in the strategically 
important  US  market,  following  the  transformational  transaction  with 
Homology  Medicines,  which  has  culminated  in  the  establishment  of 
Oxford  Biomedica  Solutions.  This  transaction  has  provided  Oxford 
Biomedica with entry into the high value AAV market, which is expected 
to grow at a CAGR of 25%1 over the next five years. 

Innovation in cell and gene therapy remains key to our strategy, where 
our  platforms  and  capabilities  are  sought  after  by  global  customers. 
Underpinned by our purpose of saving lives, the innovative work Oxford 
Biomedica is doing will allow our customers, the biotech and biopharma 
industry  to  deliver  the  breakthroughs  of  cell  and  gene  therapies  which 
have the amazing potential to cure patients.

Dr. Roch Doliveux
Chair

1   Company estimates and third-party research.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 > £100m

Revenues from AstraZeneca
Cumulative revenues from AstraZeneca by  
the end of 2021 were in excess of £100 million. 

“ Manufacturing was at full 
pace in three manufacturing 
suites running at 1000L scale 
to maximise production of 
vaccine.”

0 Strategic Report

3

2021 performance review

Introduction
2021 was a year of significant progress for Oxford Biomedica, as reflected 
by the strong financial performance during the year, largely driven by the 
Group’s significant efforts to produce COVID vaccines for AstraZeneca. 
Over the course of the period, Oxford Biomedica has continued to deliver 
on  its  strategy  of  becoming  a  global  viral  vector  leader  and  further 
demonstrated its world-leading expertise in cell and gene therapy. Now, 
more than ever, the Group is in a strong position to enable its customers 
to bring their new life-changing therapies to patients.

CDMO Pipeline

COVID-19 vaccine and agreement with AstraZeneca 
Throughout  the  year,  Oxford  Biomedica  continued  the  large-scale 
commercial manufacture of the adenovirus-based Oxford AstraZeneca 
COVID-19 vaccine at the Group’s Oxbox facility. Manufacturing was at full 
pace in three manufacturing suites running at 1000L scale to maximise 
production  of  the  vaccine.  In  May  2021,  the  Group  announced  that 
AstraZeneca  had  committed  to  an  increase  in  the  number  of  batches 
required from Oxford Biomedica in the second half of 2021. As a result of 
this, cumulative revenues from AstraZeneca by the end of 2021 were in 
excess  of  £100  million,  contributing  to  significant  growth  in  Group’s 
revenues and Operating EBITDA in the year ending 2021. 

Oxford  Biomedica  has  a  three-year  master  supply  and  development 
Agreement with AstraZeneca for large-scale commercial manufacture of 
the adenovirus-based Oxford AstraZeneca COVID-19 vaccine, announced 
in  September  2020.  The  Group  has  successfully  manufactured  over  
100 million doses of the adenovirus-based Oxford AstraZeneca COVID-19 
vaccine,  working  alongside  AstraZeneca  and  other  manufacturing 
organisations internationally to enable the supply of COVID-19 vaccines 
on a global scale. The worldwide network has now been responsible for 
the manufacture of over 2.9 billion doses of COVID-19 vaccines to more 
than 180 countries, supporting significant unmet demand for vaccines in 
high, middle and low income countries.

In June 2020, the Group announced a five-year collaboration agreement 
with Vaccines Manufacturing and Innovation Centre (VMIC) to enable the 
rapid manufacture of viral vector-based vaccines. As part of the agreement 
VMIC  provided  equipment  for  1000L  scale  production  in  two  GMP 
manufacturing suites in Oxbox to further scale up production of AZD1222. 
The Group purchased this equipment to allow for longer term use, which 
consisted of a capital outlay of £3.8 million paid in the first half of 2021. 
The  collaboration  was  terminated  by  mutual  consent  in  April  2022 
following the sale of VMIC to Catalent.

Oxford Biomedica plc | Annual report and accounts 2021 
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“ 2022 marks the 10 year 
anniversary of Emily Whitehead 
being treated with CAR-T 
therapy. Oxford Biomedica  
is the manufacturer of lentiviral 
vectors for Novartis’ CAR-T 
therapy, Kymriah®.”

New three-year development  
and supply agreement
In April, Oxford Biomedica announced that it had 
entered into a new three-year development and supply 
agreement with Boehringer Ingelheim for the 
manufacture and supply of various types of viral 
vectors, demonstrating the versatility of the Group’s 
platform.

 30 countries

Global roll out of Kymriah®
Kymriah® in both relapsed or refractory B-cell acute 
lymphoblastic leukaemia (r/r ALL) and relapsed or 
refractory diffuse large B-cell lymphoma (r/r DLBCL) 
indications continued to expand with more than 365 
qualified treatment centres in 30 countries having 
coverage for at least one indication.

Novartis
Throughout 2021, the Group continued to deliver under its partnership 
with Novartis for the commercial and clinical supply of lentiviral vectors 
for  Kymriah®  (tisagenlecleucel,  formerly  CTL019)  and  Novartis’  broader 
CAR-T portfolio. The Novartis collaboration was extended in December 
2021, building on the strategic partnership the Group has had with them 
since 2014. Under the terms of the updated agreement, Oxford Biomedica 
regained the rights to its LentiVector® platform relating to three CAR-T 
targets, including CD19 targeted therapies. In addition, Novartis has been 
granted additional flexibility in the ordering of GMP batches across Oxford 
Biomedica’s multiple GMP facilities but will no longer have a minimum 
order  commitment.  Oxford  Biomedica  continues  to  be  Novartis’  sole 
global supplier of lentiviral vector for Kymriah®. 

Global roll out of Kymriah® in both paediatric and young adult relapsed or 
refractory B-cell acute lymphoblastic leukaemia (r/r ALL) and relapsed or 
refractory diffuse large B-cell lymphoma (r/r DLBCL) indications continued 
to expand with more than 365 qualified treatment centres in 30 countries 
having coverage for at least one indication. Kymriah® continued to see 
double-digit growth showing 24% growth in the 2021 financial year, over 
the 2020 financial year, reporting sales in 2021 of $587 million.

Indication  expansion  for  Kymriah®  continues  to  progress  well,  and  in 
October, Novartis filed regulatory submissions for Kymriah® in relapsed or 
refractory follicular lymphoma (r/r FL) in the US and EU (with a positive 
CHMP opinion received in March 2022). 

The Group is currently working with Novartis on five partner programmes, 
in addition to Kymriah®.

Boehringer Ingelheim 
During 2021, Oxford Biomedica’s partnership with Boehringer Ingelheim 
continued to progress through development. In April, Oxford Biomedica 
announced that it had entered into a new three-year development and 
supply  agreement  with  Boehringer  Ingelheim  for  the  manufacture  and 
supply of various types of viral vectors, demonstrating the versatility of the 
Group’s platform. 

In  October,  the  Group  announced  that  Boehringer  Ingelheim  had 
exercised  its  option  to  license  Oxford  Biomedica’s  lentiviral  vector 
technology  to  manufacture,  register  and  commercialise  BI  3720931,  a 
lentiviral vector based gene therapy for the treatment of cystic fibrosis (in 
an inhaled formulation). The agreement builds on the existing partnership 
established  between  the  two  companies  in  2018  with  the  UK  Cystic 
Fibrosis Gene Therapy Consortium and IP Group to develop BI 3720931 
as  a  long-lasting  therapeutic  option  for  patients  with  cystic  fibrosis. 
Boehringer Ingelheim is accelerating the start of First-in-Human studies 
as  much  as  possible  in  close  collaboration  with  patients,  investigators 
and regulators.

Under  the  terms  of  the  agreement  originally  announced  in  2018,  the 
Group received and recognised a £3.5 million cash option exercise fee 
and  is  entitled  to  receive  a  further  £27.5  million  in  development, 
regulatory  and  sales  milestones,  in  addition  to  tiered  low  single  digit 
royalties on net sales.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
2 Strategic Report

3

2021 performance review

Immatics
In  November,  OXB  signed  a  new  licence  and  supply  agreement  with 
Immatics, a Tübingen, Germany-based clinical-stage biopharmaceutical 
company active in the discovery and development of T-cell-redirecting 
cancer  immunotherapies.  The  agreement  grants  Immatics  a  non-
exclusive  licence  to  Oxford  Biomedica’s  LentiVector®  platform  for  its 
application in select TCR-T programmes and puts in place a three-year 
Clinical Supply Agreement.

“ The Group is currently 
working on two programmes 
with Arcellx, including 
Arcellx’s lead CAR-T 
programme.”

Licence and supply agreement with Immatics
OXB signed a new licence and supply agreement with 
Immatics, a Tübingen, Germany-based clinical-stage 
biopharmaceutical company active in the discovery 
and development of T-cell-redirecting cancer 
immunotherapies.

Arcellx
In December, OXB signed a licence and supply agreement with Arcellx, a 
clinical-stage  cell  therapy  company  developing  treatments  for  patients 
with cancer and other incurable diseases. The agreement grants Arcellx a 
non-exclusive licence to Oxford Biomedica’s LentiVector® platform for its 
application in select Arcellx CAR-T programmes, and also puts in place a 
three-year  clinical  supply  agreement,  for  which  the  Group  will  receive 
payments  related  to  the  development  and  manufacturing  of  lentiviral 
vectors for use in clinical trials. In addition, the Group will receive payments 
for the manufacture and supply of lentiviral vectors for commercial use. 
The Group is currently working on two programmes with Arcellx, including 
Arcellx’s lead CAR-T programme CAR-T ddBCMA.

Further partner updates
The Group’s collaborations with Juno Therapeutics Inc. (a wholly owned 
subsidiary of Bristol Myers Squibb Inc.) and Beam Therapeutics continue 
to progress through development. The combined revenues from these 
two  partnerships  are  expected  to  continue  to  provide  a  meaningful 
contribution to commercial development revenues.

Sanofi 
In  March,  the  Group  announced  that  Sanofi  had  given  notice  of  their 
intent to terminate the 2018 collaboration and licence agreement for the 
process  development  and  manufacturing  of  lentiviral  vectors  to  treat 
haemophilia.  The  Group  expects  that  the  impact  on  revenue  will  be 
negligible  over  the coming 18-month period, and continues to believe 
that a lentivector-based approach to treat haemophilia is a very attractive 
opportunity.

Orchard Therapeutics
The  MPS-IIIA  (OLT-201)  partner  programme  with  Orchard  is  currently 
being  evaluated  in  an  ongoing  proof-of-concept  clinical  trial.  Clinical 
data, including early clinical outcomes of cognitive function, is expected 
by year end 2022.

In May, Orchard Therapeutics announced that it would be returning the 
rights  to  their  OTL-101  programme  for  ADA-SCID  to  the  academic 
originators of the programme, following its decision to deprioritise that 
programme in a prior portfolio review. 

While this news means that Oxford Biomedica will no longer be working 
with  Orchard  on  the  OTL-101  programme,  the  Group  awaits  further 
information on whether it can be of assistance to the academic partners 
at UCLA and UCL.

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Cabaletta Bio licence and supply agreement
OXB signed a licence and supply agreement with 
Philadelphia, US-based Cabaletta Bio for their lead 
product candidate.

“ Innovation and the development 
of the platform are core  
to Oxford Biomedica’s goal 
of industrialising viral vector 
manufacturing not just with 
lentiviral vectors but across all 
viral vector classes.”

Cabaletta Bio
Post period end in January 2022, Oxford Biomedica announced a licence 
and supply agreement with Philadelphia, US-based Cabaletta Bio for their 
lead product candidate, DSG3-CAART. DSG3-CAART is being evaluated 
in  the  DesCAARTes™  Phase I  clinical  trial  as  a  potential  treatment  for 
patients  with  Mucosal  Pemphigus  Vulgaris  (mPV),  and  is  designed  to 
selectively target and kill the B cells that produce DSG3 antibodies while 
preserving the healthy B cells critical to immune function. No DLTs were 
observed in the first four cohorts of the trial with the 28-day safety data 
for the fifth cohort expected to be announced in mid-2022.

Sio Gene Therapies (formerly Axovant Gene Therapies)
Post-period end in February 2022, Oxford Biomedica announced that Sio 
Gene  Therapies  had  given  notice  that  they  intend  to  return  the  global 
rights for AXO-Lenti-PD which they had originally out-licensed in 2018 
and  to  terminate  their  programme  in  Parkinson’s  Disease.  The  Group 
expects  that  the  impact  on  revenue  will  be  negligible  through  at  least 
2022 and 2023. Oxford Biomedica plans to out-license the programme in 
due course to a suitable partner with resource capabilities and funding to 
further develop this asset.

Innovation and platform development
Innovation  and  the  development  of  the  platform  are  core  to  Oxford 
Biomedica’s goal of industrialising viral vector manufacturing not just with 
lentiviral vectors but across all viral vector classes. By industrialising viral 
vector  production  thereby  reducing  the  cost  and  improving  quality 
attributes  through  innovation,  the  Group  will  broaden  the  therapeutic 
indications that are amenable to treatment with cell and gene therapy. It 
is expected that the reduction in cost will help drive adoption by payors 
into indications where there are far larger numbers of patients, by bringing 
down the overall cost per patient treated.

Multiple elements of IP and innovation are relevant across all viral vector 
classes.  Development  of  technologies  such  as  TRiPSystem™,  SecNuc™, 
LentiStable™ and U1 and U2, along with the corresponding IP, continue to 
move ahead. A number of the Group’s platform technologies developed for 
lentiviral vectors such as TRiPSystem™, SecNuc™ and perfusion technology, 
can also be used commercially for AAV. The Group also continues to utilise 
automation  and  the  use  of  robotics,  artificial  intelligence  and  machine 
learning to further drive productivity improvements.

Process C, which incorporates enhancers (such as U1, U2) and perfusion 
coupled  with 
into  the 
manufacturing process is now proven at 200L scale in GMP, with general 
roll  out  expected  in  the  first  half  of  2022,  thereby  enabling  process  D 
utilising LentiStable™ technology. 

in  downstream  processing 

improvements 

The Group has additionally started development work in the area of  in 
vivo CAR-T, which the Group believes would offer greater patient access 
and superior efficacy to existing treatment options.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
“ The Group’s research 
collaboration with Isolere 
Bio aims to develop an easily 
scalable purification process 
for lentiviral vectors with 
significantly improved yields 
and vector quality.”

Acute Myeloid Leukaemia clinical trials
The Group’s most advanced programme, OXB-302, 
which targets 5T4, is currently being investigated in 
Acute Myeloid Leukaemia with clinical trials expected 
to be initiated in 2023.

4 Strategic Report

3

2021 performance review

R&D collaborations
During the year, the Group continued to progress R&D to develop next 
generation manufacturing processes for viral vectors. In October 2021, 
the  Group  entered  into  a  research  collaboration  with  Circularis 
Biotechnologies  to 
for 
incorporation into the Group’s in vivo lentiviral gene therapy products. 

identify  novel  tissue  specific  promoters 

Post  period  end,  in  January  2022,  the  Group  announced  a  new  R&D 
partnership with Virica Biotech, a leading developer of solutions for scaling 
of viral medicines, to improve the yield and production efficiency of the 
Group’s  lentiviral  vector  manufacturing  platform  using  Virica’s  Viral 
Sensitizers (VSEs™).

OXB  also  entered  into  a  research  collaboration  with  Isolere  Bio,  a 
bioprocessing company that provides a platform technology for tackling 
downstream inefficiencies in the manufacturing of biologics. By bringing 
together both companies’ technologies, the research collaboration aims 
to develop an easily scalable purification process for lentiviral vectors with 
significantly improved yields and vector quality.

Finally,  in  March  2022,  the  Group  announced  a  new  agreement  with 
BiologIC  Technologies,  a  biocomputer  company,  to  collaborate  on  a 
novel biocomputer system for viral vector development. 

These  R&D  collaborations  with  companies  developing 
innovative 
solutions for viral vector manufacturing, represent the Group’s ongoing 
commitment to continuously innovate and improve Oxford Biomedica’s 
LentiVector® platform, with the goal of including these technologies in 
the  Group’s  gene  therapy  products  and  making  these  proprietary 
technologies available to its customers in the future.

Gene therapeutics pipeline
The  Group  concluded  an  internal  review  of  its  proprietary  products 
pipeline  in  2021,  and  following  this,  has  a  select  set  of  products  being 
developed  for  which  external  funding  will  be  sought.  This  includes  the 
gene therapy programme for Parkinson’s disease, AXO-Lenti-PD, which is 
available for out-licensing. 

The most advanced programme, OXB-302, which targets 5T4, is currently 
being investigated in Acute Myeloid Leukaemia (AML) with preparation for 
clinical trial initiation ongoing. 5T4 is an oncofoetal antigen specifically 
expressed  on  the  cell  surface  of  most  cancers  including  AML.  The 
restricted expression profile of 5T4 on normal tissues combined with its 
broad  expression  on  tumour  cells  (including  cancer  stem  cells)  makes 
5T4 an attractive target.

OXB-302  is  a  second-generation  CAR-T  product  generated  via  an 
optimised lentiviral vector, manufactured utilising the latest generation of 
vector  processing,  and  a  T-cell-transduction  protocol  and  expression 
process that generates more potent cells than more conventional CAR-T 
production processes. OXB-302 has demonstrated potent in vitro and in 
vivo activity against a panel of human solid and liquid tumour cell lines 
and the Group believes it has high commercial potential for the treatment 
of multiple liquid and solid tumours.

Work  has  also  been  initiated  on  assets  for  liver  indications  including  
OXB-401,  where  preclinical  work  began  in  2021.  The  potential  use  of 
lentiviral vectors in liver gene therapy is recognised as highly promising 
due to the potential for one-off therapies giving long term benefits.

The Group has chosen to deprioritise OXB-203, OXB-204 and OXB-103 
at this time.

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 45,000 sq. ft.

Oxbox facility fitout
Oxbox was constructed during 2019. The first phase
of development, totalling over 45,000 sq. ft., consisted
of four GMP manufacturing suites, two fill and finish
suites and supporting areas.

Facilities and capacity expansion
In January 2021, the Group was delighted to host the Prime Minister, the 
Rt. Hon Boris Johnson MP, to formally open the Oxbox manufacturing 
facility  following  MHRA  approval  of  four  manufacturing  suites  during 
2020,  three  of  which  were  dedicated  to  running  at  1000L  scale  for 
adenovirus-based  Oxford  AstraZeneca  COVID-19  vaccine  production 
with the fourth suite dedicated to 200L lentiviral vector manufacturing. 
The first fill / finish suite has been qualified and regulatory submission to 
the  MHRA  has  been  made,  with  approval  and  start  of  commercial  use 
expected in the second half of 2022.

Design work for the next phase of Oxbox development, including fit out 
of  the  fallow  area,  is  progressing.  This  will  provide  additional  flexible 
manufacturing  capacity  for  a  variety  of  viral  vector  based  products, 
including cell and gene therapy products, vaccines and other advanced 
therapeutics at 2,000L scale, and will be funded by the proceeds of the 
£50 million equity investment received from Serum Life Sciences Ltd.

In  June  2021,  the  Group  was  granted  planning  permission  for 
redevelopment of the Windrush Innovation Centre (WIC) site. The new 
WIC  building  will  provide  next  generation  laboratory  facilities,  with  this 
project anticipated to commence in the second half of 2022.

Conversion  of  office  space  into  GMP  grade  laboratories  at  Windrush 
Court was completed in the last quarter of 2021 and the laboratories are 
now  in  place  to  meet  expected  near-term  demand  in  commercial 
development and analytics.

Investment from Serum Life Sciences Ltd 
In September, Oxford Biomedica announced that Serum Life Sciences Ltd 
(a  subsidiary  of  Serum  Institute  of  India)  agreed  to  invest  just  over 
£50 million in the Group in return for new ordinary shares representing 
3.9% of the share capital at the time. 

The proceeds of the investment by Serum Life Sciences are being used to 
fund the development of the fallow area at Oxbox, the Group’s 84,000 sq. 
ft  manufacturing  facility  based  in  Oxford,  UK,  and  will  allow  Oxford 
Biomedica to continue to expand the capacity of the Group’s world class 
facilities in anticipation of growing demand for the Group’s capabilities.

Oxford Biomedica has recently signed a Memorandum of Understanding 
with Serum Life Sciences Ltd, granting them the right of first refusal to the 
exclusive  use  of  one  of  two  2,000L  bioreactor  facilities  that  Oxford 
Biomedica is building in the expansion of its Oxbox manufacturing facility. 
Exclusive use will require Serum Life Sciences to commit to a minimum 
contract value per year for up to ten years.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
6 Strategic Report

3

2021 performance review

Transaction with Homology Medicines, Inc and creation of Oxford 
Biomedica Solutions
In January 2022, Oxford Biomedica announced that it had entered into an 
agreement  with  Homology  Medicines  to  establish  Oxford  Biomedica 
Solutions, a high-performing, full scope AAV manufacturing and innovation 
business in Boston, US. The transaction completed on 10th March 2022 
and is immediately accretive to the Group’s revenue growth. 

The newly formed company will offer a scalable, high quality manufacturing 
platform to global customers, including Homology Medicines, through a 
multi-year  supply  agreement  as  a  preferred  customer  with  minimum 
contracted  revenue  of  approximately  $25 million  ($19 million)  from 
Homology Medicines for the first twelve months.

“ Establishing Oxford 
Biomedica Solutions 
has expanded Oxford 
Biomedica’s suite of viral 
vector capabilities into the 
largest and fastest growing 
AAV segment, as well as 
giving Oxford Biomedica  
a US presence.”

innovation  business  for  a  $130 million 

Under  the  agreement,  Oxford  Biomedica  US,  Inc.  acquired  an  80% 
ownership  interest  in  the  newly  formed  AAV  focused  manufacturing  
and 
(£97 million)  cash 
consideration,  and  a  $50 million  (£37 million)  capital  injection  into 
Oxford  Biomedica  Solutions  to  fund  growth.  Oxford  Biomedica  
Solutions  now 
includes  approximately  125  technical  operation 
employees based at a state of the art AAV manufacturing facility with 
approximately 25,000 sq. ft of GMP space.

Tim Kelly, former Chief Operating Officer of Homology Medicines joined 
Oxford Biomedica Solutions as Chief Executive Officer and Chair of its 
Board of Directors. 

immediately  expanded  Oxford 
Upon  completion,  the  transaction 
Biomedica’s suite of viral vector capabilities into the large and growing 
AAV segment, as well as giving Oxford Biomedica a US presence within 
close proximity to current and potential biotech and pharma customers.

Outlook 
The Group targets growth in manufacturing and commercial development 
revenues from both new and existing lentiviral vector customers as well 
as  new  AAV  revenues  from  US-based  Oxford  Biomedica  Solutions. 
Currently, total revenues in 2022 are expected to be lower than in 2021 
(but significantly ahead of 2020) due to a pause in vaccine manufacturing 
activity  while  discussions  with  AstraZeneca  continue  on  a  potential 
extension of the supply agreement.

Oxford  Biomedica  Solutions  will  contribute  minimum  revenues  of  
c.US$25 million for the first twelve months (post deal completion in March 
2022) from its multi-year supply agreement with Homology Medicines. 
With  Oxford  Biomedica  Solutions  full  scope  AAV  manufacturing  and 
innovation business currently operating at approximately one third of its 
overall capacity, the Group is committed to securing new AAV customer 
partnerships within the first 12 months of operation. 

The  Group  expects  to  be  loss-making  on  an  Operating  EBITDA  level  in 
2022, after consolidation of Oxford Biomedica Solutions. This is driven by 
one-off costs for integrating the new business, as well as R&D costs, which 
are targeted to be higher than in 2021 as the Group invests in innovation. 

Capital  expenditure  is  targeted  to  be  higher  than  2021.  However  the 
Group intends to implement a cautious strategy when planning significant 
new projects.

The Group’s growing customer base and new base in the US puts it in an 
ideal position to maximise growth and achieve its goal of becoming an 
innovative global viral vector leader.

Revenue growth
The Group is targeting growth in manufacturing and 
commercial development revenues from both new 
and existing lentiviral vector customers as well as new 
AAV revenues from US-based Oxford Biomedica 
Solutions.

Oxford Biomedica plc | Annual report and accounts 2021 
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Our growing customer base,  
and our new capabilities and 
facility in the US make us ideally 
placed for continued success

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
8 Strategic Report

3

Management team

Roch Doliveux

John Dawson, CBE

Stuart Paynter

Dave Backer

Chair and Interim 
Chief Executive 
Officer
Dr. Roch Doliveux was 
appointed to the 
Board as Non-
Executive Chair in June 
2020. Dr. Doliveux also 
became Interim Chief 
Executive Officer in 
January 2022. He is 
currently Chair of the 
Board of Directors  
at Pierre Fabre S.A. 
Dr. Doliveux was 
previously the Chief 
Executive Officer of 
UCB S.A. for ten years 
during which time  
he transformed the 
company from a 
diversified chemical 
group into a global 
biopharmaceutical 
leader. Prior to this  
Dr. Doliveux worked  
at Schering-Plough 
International, Inc. from 
1990–2003 and at 
Ciba-Geigy AG (now 
Novartis) from 1982–
1990. Dr. Doliveux is  
a Veterinary Surgeon 
by training and has  
an MBA from INSEAD.

Chief Executive 
Officer (during 2021)
John Dawson joined 
the Board as a Non-
Executive Director  
in August 2008 and 
was appointed Chief 
Executive Officer in 
October 2008 until 
January 2022, when the 
Company announced 
his intention to retire. 
Previously,  
Mr Dawson held 
senior management 
positions in the 
European operations 
of Cephalon Inc., 
including Chief 
Financial Officer and 
Head of Business 
Development Europe. 
While at Cephalon  
Mr Dawson led many 
deals building the 
European business to 
over 1,000 people, 
and to a turnover of 
several hundred million 
US dollars. In 2005,  
Mr Dawson led the 
US$360 million 
acquisition of Zeneus 
by Cephalon. Prior to 
his time at Cephalon, 
Mr Dawson was 
Director of Finance 
and Administration of 
Serono Laboratories 
(UK) Limited.

Chief Financial 
Officer
Stuart Paynter joined 
the Board in August 
2017 as Chief Financial 
Officer. Mr Paynter  
has over 17 years’ 
experience in the 
pharmaceutical and 
healthcare sectors.  
He qualified as a 
chartered accountant 
with Haines Watts 
before moving to  
EDS. Mr Paynter 
subsequently joined 
Steris and worked in a 
variety of roles within 
the healthcare and  
life sciences divisions 
prior to becoming  
the European Finance 
Director. Mr Paynter 
then moved to Shire 
Pharmaceuticals where 
he became the Senior 
Director of Finance 
Business Partnering  
for all business outside 
of the US, transitioning 
to a corporate finance 
role and before 
becoming the Global 
Head of Internal Audit. 
Prior to joining Oxford 
Biomedica, Mr Paynter 
was Head of Finance 
Business Partnering  
at De La Rue plc.  
He is a member of the 
Institute of Chartered 
Accountants in 
England and Wales.

Chief Commercial 
Officer
Dave Backer joined OXB 
in September 2021  
as Chief Commercial 
Officer, overseeing 
Oxford Biomedica’s 
Contract Development 
and Manufacturing 
Organisation (CDMO) 
as it expands beyond 
lentiviral manufacturing  
into other vectors, 
including adeno and 
AAV. Mr Backer has 
been involved in cell 
and gene therapy for 
almost 25 years, starting 
as owner and founder 
of Molecular Medicine 
BioServices, a CDMO 
that started in the late 
1990’s focusing on 
GMP manufacturing of 
viral vectors. Mr Backer 
broadened out into 
cell therapy and  
gene editing as Head 
of Commercial 
Development within 
MilliporeSigma’s 
’Promise Venture’ that 
focused on cell and 
gene therapy products 
and services. Most 
recently, Mr Backer was 
SVP of Commercial 
Development at 
ElevateBio, a technology 
company that 
centralises Chemistry, 
Manufacturing and 
Control related 
functions for partially 
or wholly owned 
companies, as well  
as more traditional 
Contract Manufacturing 
Organisation services 
for select strategic 
partners.

Kyriacos 
Mitrophanous

Chief Scientific 
Officer
Dr. Mitrophanous 
joined OXB in 1997.  
He has over 20 years 
of lentiviral vector 
experience covering  
a range of technical 
disciplines, including 
the development  
of cell and gene 
therapies, delivery 
platform technologies, 
bioprocessing  
and analytics.  
Dr. Mitrophanous is  
a recognised world-
class expert in the 
field, a named inventor 
on numerous lentiviral 
vector patents and  
an author of a number 
of key papers. In his 
current role, he is 
responsible for the 
development of 
Oxford Biomedica’s 
new product 
candidates and 
LentiVector® platform. 
He holds a PhD in 
Molecular Biology 
from University 
College London and 
has conducted 
post-doctoral research 
at the University of 
Oxford.

James Miskin

Chief Technical 
Officer
Dr. Miskin joined OXB 
in 2000. He has  
more than 18 years’ 
experience in cell and 
gene therapy, 14 of 
which have been in 
the GxP (good practice) 
environment. In his 
current role, Dr. Miskin 
has overall responsibility  
for Oxford Biomedica’s 
Quality systems, 
analytical testing and 
lentiviral based 
bioprocessing 
development, as well 
as client programmes 
and alliance 
management. He is 
also a named inventor 
on several patents in 
the field. Dr. Miskin 
holds a Bachelor of 
Science degree and  
a PhD in Molecular 
Biology from the 
University of Leeds 
and subsequently 
conducted post-
doctoral research at 
The Pirbright Institute 
for a number of years. 
He is a member of  
the UK BioIndustry 
Association 
Manufacturing 
Advisory Committee 
and is the Advanced 
Therapies workstream 
lead for The Medicines 
Manufacturing 
Industry Partnership 
(MMIP).

Full biographies for the Board of Directors  
can be found on pages 86 and 87.

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Helen 
Stephenson-Ellis

Chief People Officer
Helen Stephenson-Ellis 
served as a permanent 
member of the Senior 
Executive Team from 
July 2018. She stepped 
down from her role in 
April 2022.

Lisa James

Chief People Officer
Lisa James joined the 
Senior Executive Team 
in April 2022, having 
worked with OXB since 
2016. She joined 
Oxford Biomedica as 
HR Manager and 
during her six-year 
tenure has been 
promoted to Head of 
HR Delivery and Head 
of HR Business 
Partnering and 
Development.

Ravi Rao

Chief Medical Officer
Dr. Rao joined the 
Senior Executive Team 
in April 2022. He brings 
long standing bio 
pharmaceutical and 
translation experience 
from early stage 
through to launch and 
life cycle across 
multiple therapeutic 
areas with different 
treatment modalities.

Jason Slingsby

Nick Page

Tim Kelly

Natalie Walter

Matthew Treagus

Chief Operations 
Officer
Nick Page joined OXB 
in April 2019. Prior to 
joining, Mr Page held a 
number of senior 
operational leadership 
positions in the 
pharmaceutical 
industry, most recently 
as Platform Head of 
Anti-infectives within 
Novartis. His 40+ years 
of industry experience 
include API, Solid oral 
dose, Sterile, and 
Radiopharmaceutical 
manufacturing in 
various organisations 
encompassing 
innovative, generic and 
contract 
manufacturing. During 
his career, Mr Page  
spent several years 
working in China  
and India as well as  
in global roles. He 
originally qualified as a 
Chartered Chemist 
and also has an  
MBA from The Open 
University.

Chief Executive 
Officer of Oxford 
Biomedica Solutions
Tim Kelly joined as 
Chief Executive Officer 
of Oxford Biomedica 
Solutions and Chair of 
its Board of Directors 
in March 2022. Mr Kelly 
has over 20 years’ 
experience in global 
product development 
and manufacturing 
which he gained whilst 
working for a range  
of pharmaceutical 
companies in Europe 
and the US. Prior  
to joining Oxford 
Biomedica Solutions, 
Mr Kelly was Chief 
Operating Officer at 
Homology Medicines, 
Inc. Mr Kelly has  
an MBA from Troy 
University as well as a 
BSc in Engineering 
Mechanics from the 
United States Air Force 
Academy.

General Counsel
Natalie Walter joined 
OXB in May 2019 as 
General Counsel having 
worked as a consultant 
for the Company since 
May 2018. She has over 
20 years’ experience as 
a corporate lawyer 
advising life sciences 
companies, including 
Oxford Biomedica, on 
a range of business 
and transactional issues, 
equity capital markets 
transactions, mergers 
and acquisitions and 
corporate governance. 
Ms Walter has worked 
for a number of UK and 
US law firms, as well  
as working at Lehman 
Brothers as a Director 
and Legal Counsel  
for the Equity Capital 
Markets division. She 
was most recently a 
Partner with Covington 
& Burling LLP. Ms 
Walter also sits on the 
Board of C4X Discovery 
Holdings plc as a 
Non-Executive Director.

Chief Information 
Officer
Matthew Treagus 
joined OXB in August 
2021 as Chief 
Information Officer, 
having worked as a 
consultant with the 
Company since 2019. 
He has over 30 years’ 
experience of applying 
technology to support 
growth, innovation and 
efficiency. Mr Treagus 
was a co-founder of 
AKQA, a digital services 
business, now part  
of WPP Group plc, a 
pioneer of the internet 
services industry.  
Most recently, he was 
a Partner at Baringa 
Partners LLP with 
responsibilities in the 
Customer and Digital 
team working across 
the Retail, Financial 
Services and Energy 
sectors. Mr Treagus ran 
his own consultancy 
business for 12 years 
advising a diverse set 
of clients, including 
OXB. He has also served 
as Interim CIO at Save 
the Children UK.

Chief Business and 
Corporate 
Development Officer
Dr. Slingsby joined OXB 
in 2015 as Head of 
Business Development 
and was promoted to 
Chief Business Officer 
in May 2019 and Chief 
Business and Corporate 
Development Officer  
in September 2021. Dr. 
Slingsby has 20 years’ 
experience in the 
biotechnology industry 
in biologics, vaccines 
and gene therapy. He 
has worked in 
international business 
development roles  
at Sosei Co., Ltd. and 
Intercell AG, and was 
co-founder and CEO 
of ProtAffin AG, a 
venture capital backed 
company in Austria and 
the UK. Dr. Slingsby 
started his career as a 
post-doctoral scientist 
at Oxford Biomedica 
and first worked at the 
company between 
1997–2000. He was 
awarded a  
1st class BA (Hons) in 
Biochemistry from 
Magdalen College, 
Oxford University and 
also completed a PhD 
in complex disease 
genetics from Imperial 
College London.  
Dr. Slingsby was also 
awarded an MBA with 
distinction from the 
London Business 
School in 2002.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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4

Strategic Report
Delivery of 2021 Objectives

In addition to these corporate objectives, the Group sets annual ESG objectives,  
which involve every part of the business. Detail of the ESG objectives for 2021 is set  
out in the five pillars for responsible business, on pages 54 to 73.

2021 objectives

1

2

3

4

5

CDMO 
To service the Group’s customers to achieve agreed milestones/decision gates, along with improvements  
in net promoter score (customer satisfaction) from baseline.  C

To launch a client process that reduces the on-boarding time from project initiation to batch start.  A

To sign agreements with new partners for CDMO projects (late-stage and early-stage projects).  A

To initiate six additional new viral vector projects (to include new and current partners).  A

To target the initiation of one project for commercial manufacture.  A

To gain approval for one fill and finish suite at Oxbox by the third quarter of 2021.  C

Platform 
To achieve four new inventions.  A

To apply a Group invention into a GMP setting.  A

To in-license technology for the platform.  C

To use analytical automation in a GMP or R&D setting.  A

To establish a partnership for the in vivo CAR-T programme.  A

Products 
To establish one new academic relationship focused on product identification.  A

To engage with a company on product discussions.  A

To advance an internal product to a meaningful milestone.  C

Financial objectives 
To achieve revenue £125.4m.  A

To achieve Operating EBITDA £8.9m.  A

To achieve cash flow targets as set by the budget approved by the Board.  A

Organisational development
To deliver on digitalisation projects planned for 2021 to ensure that the Group remains effective for its size.  A

To focus on stakeholder engagement in various ways, including through the Workforce Engagement Panel to deliver  
on year one of the employee engagement strategy.  A

To ensure the Group’s ESG goals are set for 2021 and are met effectively.  B

To implement the Group’s learning and development strategy.  A  

To develop a strategic workforce plan.  A

A

B

C

Met
Partly met
Not met

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2021 performance against priorities

1

2

3

4

5

Most of the CDMO objectives were fully met, while two were not met. 
The Group did service the customers to achieve agreed milestones/decision gates, however, the Group did not see an improvement 
in the net promoter score (customer satisfaction) from baseline, so this objective was not met. The Group did launch a process that 
reduced the onboarding time from project initiation to batch start, so this objective was met. The objective of signing new partners 
for CDMO projects was met, with projects for Boehringer Ingelheim and Arcellx announced in 2021. The objective of initiating six 
new additional viral vector projects (undisclosed for confidentiality reasons) that included new and current partners was successfully 
met. The Group met the objective of initiation of one project for commercial manufacture, as the Group commercially 
manufactured the Oxford AstraZeneca COVID-19 vaccine. The Fill & Finish A suite at Oxbox was not MHRA licensed by third quarter 
2021, therefore this objective was not met.

Most of the platform objectives were fully met, while one was not met. 
The Group successfully filed six new patent applications, with two more planned to be filed. This objective was successfully met.  
The application and/exemplification of a Group invention in a GMP setting was met, with the Process C: U1 and perfusion  
USP exemplified in the second half of 2021. The objective to bring in new technology for the platform was not met in 2021. R&D 
automation was exemplified as a service across PR&D/R&D in the second half of 2021 and initiation of GMP automation for 
integration assay towards the end of 2021, resulted in this objective being successfully met. Finally, the objective of establishing  
a partnership to enable in vivo CAR-T platform development was met with agreements signed with an undisclosed 
biopharmaceutical company and an undisclosed academic partner. 

Two of the product objectives were fully met, while one was not met. 
One new academic relationship focused on product identification was successfully established with a UK university (not disclosed)  
and two projects had been agreed at the end of 2021. This objective was fully met. The Group successfully engaged with several 
companies (undisclosed) for clinical products and, therefore, this objective was fully met. The objective to advance an internal product 
candidate to a meaningful milestone was not achieved.

The financial objectives were fully met. 
The Group exceeded the revenue targets of £125.4m, with £142.8m in revenue achieved.  
The Group exceeded the Operating EBITDA target set in the budget of £8.9m, with £35.9m operating EBITDA achieved. The Group 
completed a £50 million capital raise in September 2021, achieving cash flow in accordance with expectations in the budget. 

Majority of the objectives were met in full, with one partly met. 
The digitalisation projects including the Laboratory Information Management System (LIMS), the Human Resources (HR), system  
and iManage were delivered during 2021. This objective was met in full. Stakeholder engagement under section 172 such  
as the Workforce Engagement Panel (WEP) being embedded into the business and adding significant value was achieved. The 
employment engagement strategy was rolled out to include Pulse surveys, Team Talk and a full employment engagement survey 
completed in November 2021. This objective was met in full. The Group’s ESG objectives for the five pillars (People; Community; 
Environmental; Innovation and Supply chain: see ESG report on pages 54 to 76) were effectively set in 2021 and targets were mainly 
met. Consequently, this objective was partly met. The learning and development strategy for the Group was successfully developed 
and delivered and as a result this objective was met in full. The Group managed to develop a strategic workforce plan for the HR 
team as a pilot and successfully planned a strategic workforce plan and organisation design to reflect the strategy review in 2021, 
therefore this objective was met in full.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
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4

Strategic Report
Objectives set for 2022

In addition to achieving the Group’s ESG priorities, the Group has also set ESG objectives 
for 2022, which involve every part of the business. Detail of the ESG objectives for 2022 is 
set out in the five pillars for responsible business, on pages 54 to 73.

Objectives set for 2022

1

2

3

4

Align the Group’s two locations for delivery to customer 
To deliver to Homology Medicines as agreed and make them a satisfied customer. 
To focus on change and best practice in Oxford Biomedica Solutions for service of AAV development and GMP manufacture. 
To integrate back-office staff and systems to reduce demands for overhead costs.
To preserve the culture and capabilities of Oxford Biomedica Solutions.
For Oxford Biomedica Solutions to operate independently of Homology Medicines and exit transitional services in a timely manner.

Deliver on customer commitments 
To service the Group’s customers to achieve agreed milestones and decision gates as agreed. 

To maintain the Net Promoter Score (NPS) score of >40. 

To ensure the fill and finish A suite at Oxbox is in use by customers in 2022.

Achieve the 2022 budget 
To achieve revenue, EBITDA and cash flow targets as set by the budget approved by the Board.

To achieve a target goal of sales for new projects recognised in 2022.

To sign two contracts for AAV development programmes and GMP manufacturing.

To enter 2023 with 60% of forecast revenues booked.

To maintain on budget delivery of planned 2022-23 strategic projects such as Windrush Innovation Centre (WIC), the Oxbox fallow 
area and digitisation projects.

Innovate the Group’s AAV and lentiviral platforms 
To achieve five new inventions.

To launch Process C to the market.

To exemplify a Group invention in a GMP setting.

To demonstrate Process D (stable cell lines) in the platform manufacturing process. 

To demonstrate proof of principle for in vivo CAR-T products. 

To launch the Collaborative Training Partnerships (CTP) programme in the fourth quarter of 2022.

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Objectives set for 2022

5

6

7

Chart the Group’s path to products
To establish a strategy with delivery milestones for the products at the Group.

To complete the efficacy evaluation of OXB-302.

To initiate pre-clinical development for one indication.

Strengthen the Group’s leadership and change capability
To increase employee retention and satisfaction as measured through employee survey.

To demonstrate an engrained approach to Equality, Diversity and Inclusion through confirmation and communication of the 
three-year plan.

To strengthen governance of change initiatives and CAPEX investments.

To create space and capabilities for strategic thinking for the senior leadership team.

To deliver on the year two of the three-year Learning and Development plan.

Achieve the Group’s ESG priorities
For environmental impact: to establish a roadmap to net zero CO2 by 2040. Reduce packaging waste and volume of hazardous waste. 
Meet Task Force on Climate-related financial Disclosures metric targets.

For employee engagement: build on Workforce Engagement Panel success to bring employee views into change initiatives and 
business decision making.

For governance: holistic approach to risk management to improve key decisions. Ensure environmental, quality and cyber security is 
thought about in all business activity.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
4

4 Strategic Report 
Financial review

In 2021, the Group performed 
well from an operational perspective, 
continuously manufacturing the 
adenovirus-based Oxford AstraZeneca 
COVID-19 vaccine in three of its 
manufacturing suites across the whole 
year in order to meet its customer 
obligations. As a result, batch volumes 
were up 210% from the prior year 
and resulted in exceptional revenue 
growth of 63% in 2021.

Stuart Paynter 
Chief Financial Officer

900

800

700

600

500

400

300

200

100

0

%
1
.
1
2
+
0
2
0
2
r
e
v
o
h
t
w
o
r
g

180

160

140

120

100

80

60

40

20

0

5
1
0
2

6
1
0
2

7
1
0
2

8
1
0
2

9
1
0
2

0
2
0
2

1
2
0
2

Year-end headcount

5
1
0
2

6
1
0
2

7
1
0
2

8
1
0
2

9
1
0
2

0
2
0
2

1
2
0
2

Revenue
£m

 Licence, milestones and grants 
(light tints)
 Bioprocessing and process 
development (dark tints)

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
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Exceptional results
In 2021, the Group performed well from an operational perspective, manufacturing the adenovirus-based Oxford 
AstraZeneca COVID-19 vaccine in three of its manufacturing suites across the whole year (excluding maintenance 
periods) in order to meet its customer obligations. As a result, batch volumes were up 210% from the prior year, and 
this resulted in exceptional revenue growth of 63% in 2021. Bioprocessing and commercial development activities 
continued  as  normal,  albeit  with  some  continued  adjustments  in  terms  of  social  distancing,  mask  wearing  and 
employees working from home where possible due to the COVID-19 pandemic. 

2021 was a very successful year for the Group in terms of revenue generation. In terms of customer agreements, OXB 
signed new licence and supply agreements with Arcellx, Cabaletta Bio and Immatics. These partnerships with leaders 
in the CAR-T, cancer and autoimmune disease fields builds on the longstanding partnerships with Novartis and Juno 
Therapeutics/Bristol Myers Squibb, as well as the more recently announced partnership with Beam Therapeutics.

In April 2021, OXB also signed a new three-year development and supply agreement with Boehringer Ingelheim for the 
manufacture  and  supply  of  various  types  of  viral  vectors  to  support  Boehringer  Ingelheim’s  ongoing  development 
programmes, including potential future programmes.

In December 2021, OXB extended the terms of its commercial supply agreement with Novartis to the end of 2028. The 
Group also regained the exclusive rights to its LentiVector® platform with regards to three CAR-T targets, including 
CD19 targeted therapies. This now allows the Group to work with pharmaceutical and biotech partners other than 
Novartis  in  these  areas.  In  exchange  for  the  return  of  these  exclusive  rights,  Novartis  has  been  granted  additional 
flexibility in the ordering of GMP batches and will no longer have a minimum order commitment. OXB continues to 
work  on  multiple  CAR-T  programs  with  Novartis,  including  Kymriah®,  from  which  the  Group  earns  manufacturing 
revenues, process development fees and royalties on net sales.

In March 2021, Sanofi gave notice of their intention to terminate the collaboration and licence agreement originally 
signed  in  2018  for  the  process  development  and  manufacturing  of  lentiviral  vectors  to  treat  haemophilia.  The 
collaboration  ended  amicably  and  the  Group  remains  open  to  working  with  Sanofi  again  in  the  future  should  an 
opportunity arise.

In January 2022, the Group was informed that Sio Gene Therapies intends to return the global rights for AXO-Lenti-PD, 
and that it would cease work on this gene therapy programme in Parkinson’s Disease due to a constraint on its resource 
requirements. All rights will be returned to Oxford Biomedica at no cost to the Group. The Group plans to out-license the 
programme again in due course to a suitable partner with resource capabilities and funding to further develop this asset. 

In  the  first  half  of  2022,  OXB’s  18-month  supply  agreement  (under  a  three-year  master  supply  and  development 
agreement) for manufacture of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine will end. Discussions 
are ongoing with AstraZeneca on potential extension of this supply agreement while AstraZeneca completes its supply 
chain  planning.  The  Group  announced  the  existing  three-year  master  supply  and  development  agreement  with 
AstraZeneca  in  September  2020  and  since  then  has  successfully  manufactured  over  100  million  doses  of  the 
adenovirus-based Oxford AstraZeneca COVID-19 vaccine. We remain committed to resuming vaccine manufacture 
and supporting AstraZeneca to enable the supply of COVID-19 vaccines on a global scale, and will update the market 
when further information is available.

In  March  2022,  the  Group  acquired  an  80%  ownership  interest  in  a  newly  formed  AAV  focused  manufacturing  and 
innovation business, Oxford Biomedica Solutions, for $180 million (£134 million) , with Homology Medicines Inc. as a 
20% owner. As part of the financing arrangements, the Group raised gross proceeds of £80 million through a placing of 
shares, and secured a short term loan facility of $85 million (£64 million) which is repayable 12 months after completion 
of the acquisition. Oxford Biomedica Solutions is expected to generate a minimum first 12 months contracted revenues 
of approximately US$25 million from Homology under a three-year manufacturing and supply agreement.

In September 2021, the Group also raised £50 million of new equity, through a strategic investment by Serum Life 
Sciences Ltd, a subsidiary company of Serum Institute India. These funds will be used to develop the fallow area at  
its  Oxbox  manufacturing  facility  into  a  flexible  advanced  manufacturing  space,  including  the  validation  of  several 
independent cGMP suites to exploit new opportunities in the cell and gene therapy market.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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6 Strategic Report 
Financial review

Selected highlights are as follows:

 —  Total revenues increased by 63% over 2020 to £142.8 million (2020: £87.7 million);

 —  Revenues from bioprocessing and commercial development continued its upward trend, growing 87% due to the 

large scale commercial manufacture of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine; 

 —  Revenues from milestones, licences and royalties, which included recognition of the £4.0 million licence fee from 
Boehringer  Ingelheim,  decreased  by  25%  to  £14.4 million.  In  2020  a  licence  fee  from  Juno  Therapeutics/Bristol 
Myers Squibb of £7.8 million ($10 million) was recognised;

 —  Operating EBITDA1 and operating profits improved by £28.5 million and £26.5 million respectively, with the Group 

generating an Operating EBITDA1 profit of £35.9 million and an operating profit of £20.8 million;

 —  The Platform division made an Operating EBITDA1 profit of £45.3 million (2020: £13.9 million profit) and an operating 
profit  of  £31.4 million  (2020:  £2.0 million  profit),  whilst  the  Product  division  made  an  Operating  EBITDA  loss  of 
£9.4 million (2020: £6.6 million loss), and an operating loss of £10.6 million (2020: £7.7 million loss);

 —  Cash generated from operations of £24.5 million in 2021 (2020: £3.9 million used in operations) increased as a result of 
the adenovirus-based Oxford AstraZeneca COVID-19 vaccine manufactured for AstraZeneca as explained above, offset 
by further operational investments required;

 — Gross proceeds of £50.0 million were raised through a placing with Serum Life Sciences Ltd in September 2021 to 

develop the fallow area of the Oxbox manufacturing facility; and 

 — Cash at 31 December 2021 was £108.9 million.

Overview
The  Group  saw  a  63%  increase  in  revenues  which  was  driven  by  the  volume  of  the  adenovirus-based  Oxford 
AstraZeneca COVID-19 vaccine. This was offset by a decrease in commercial development revenues from existing 
customers AstraZeneca, Novartis and Orchard as activities transitioned to clinical and commercial batch manufacture. 
Revenues from licence fees, milestones and royalties, which included recognition of the £4.0 million licence fee from 
Boehringer Ingelheim, decreased by 25%. 

Operating costs, including Cost of Sales, grew by 31%, and by 32% when non-cash items2 are excluded. Manpower, 
raw  material  and  facility  costs  have  increased  due  to  the  cost  of  manufacturing  the  adenovirus-based  Oxford 
AstraZeneca COVID-19 vaccine at full capacity throughout the year, as well as the full year effect of the Group’s 
investments in the employees required to maintain operations at this level. Headcount rose from 673 at the end 
December 2020 to 815 at the end of 2021.

The Group made an Operating EBITDA profit of £35.9 million, an improvement of £28.5 million from the prior year. 
Once  non-cash  items2  are  added  back,  the  Group  made  an  Operating  profit  of  £20.8 million,  an  improvement  
of £26.5 million on the prior year.

1  Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, revaluation of investments and assets at fair value through profit and loss, and share based payments)  
is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share options. 
However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the instruction of 
the Remuneration Committee. A reconciliation to GAAP measures is provided on page 49.

2   Non-cash items include depreciation, amortisation, revaluation of investments, fair value adjustments of assets held at fair value through profit and loss and the share based payment 

charge. A reconciliation to GAAP measures is provided on page 50. 

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Key Financial and Non-Financial Performance Indicators
The  Group  evaluates  its  performance  by  making  use  of  alternative  performance  measures  as  part  of  its  Key  Financial 
Performance Indicators (refer to the table below). The Group believes that these Non-GAAP measures, together with the 
relevant GAAP measures, provide a comprehensive, accurate reflection of the Group’s performance over time. The Board 
has taken the decision that the Key Financial Performance Indicators against which the business will be assessed are Revenue, 
Operating EBITDA and Operating profit/(loss). The figures presented within this section for prior years are those reported in 
the Annual reports and accounts for those years and have not been restated where a change in accounting standards may 
have required this (e.g. revenue under IFRS 15 during 2018 to 2021 but IAS 18 during 2015 to 2017).

£m
Revenue

Bioprocessing / commercial development
Licences, milestones and royalties

Operations

Operating EBITDA1
Operating profit/(loss)

Cash flow

Cash generated from/(used in) operations
Capex2
Cash inflow/(burn)3

Financing
Cash
Loan

Non-Financial Key Indicators
Headcount
Year-end
Average

2021

2020

2019

2018

2017

2016

2015

128.4
14.4
142.8

35.9
20.8

24.5
9.5
16.0

108.9
–

815
759

68.5
19.2
87.7

7.3
(5.7)

(3.9)
13.4
(7.8)

46.7
–

673
609

47.3
16.8
64.1

(5.2)
(14.5)

(6.6)
25.8
(26.3)

16.2
–

554
500

40.5
26.3
66.8

13.4
13.9

9.2
10.1
(1.9)

32.2
41.2

432
377

31.8
5.8
37.6

(1.9)
(5.7)

(1.5)
2.0
(9.8)

14.3
36.9

321
295

22.6
5.2
27.8

(7.1)
(11.3)

(5.9)
6.4
(11.5)

15.3
34.4

256
247

11.3
4.6
15.9

(12.1)
(14.1)

(14.9)
16.6
(29.8)

9.4
27.3

231
196

1   Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, revaluation of investments and assets at fair value through profit and loss, and share based payments)  
is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share based 
payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the 
instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 49.

2   This is Purchases of property, plant and equipment as per the cash flow statement which excludes additions to Right-of-use assets.  

A reconciliation to GAAP measures is provided on page 50.

3   Cash inflow/(burn) is net cash generated from operations plus net interest paid plus capital expenditure. A reconciliation to GAAP measures is provided on page 51.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
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Financial review

Revenue
Revenue increased by 63% to £142.8 million (2020 £87.7 million) due largely to the volume of the adenovirus-based 
Oxford AstraZeneca COVID-19 vaccine batches manufactured for AstraZeneca. Revenue generated from bioprocessing/
commercial development increased by 87% to £128.4 million (from £68.5 million in 2020). The main contributor to 
growth in 2021 has been the revenues generated from increased bioprocessing batches produced for AstraZeneca as 
part of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine manufacturing efforts.

Revenues  from  licence  fees,  milestones  and  royalties  of  £14.4 million  (2020:  £19.2 million),  which  included 
recognition of the £4.0 million licence fee from Boehringer Ingelheim, decreased by 25%. In 2020 a licence fee from  
Juno Therapeutics/Bristol Myers Squibb of £7.8 million ($10 million) was recognised.

Due to the signature of a number of licence, development and supply agreements during the year, the Group’s customer 
base has continued to diversify. However, the largest portion of its revenues in 2021 came from the manufacture of the 
adenovirus-based Oxford AstraZeneca’s COVID-19 vaccine under the development and supply agreement.

£m
Revenue

Operating EBITDA

£m
Revenue
Other income
Total expenses
Operating EBITDA1
Non cash items2
Operating profit/(loss)

2021
142.8

2020
87.7

2019
64.1

2018
66.8

2017
37.6

2016
27.8

2015
15.9

2021
142.8
0.9
(107.8)
35.9
(15.1)
20.8

2020
87.7
0.8
(81.2)
7.3
(13.0)
(5.7)

2019
64.1
0.9
(70.2)
(5.2)
(9.3)
(14.5)

2018
66.8
1.1
(54.5)
13.4
0.5
13.9

2017
37.6
1.8
(41.3)
(1.9)
(3.8)
(5.7)

2016
27.8
3.0
(37.9)
(7.1)
(4.2)
(11.3)

2015
15.9
2.9
(30.9)
(12.1)
(2.0)
(14.1)

1   Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, revaluation of investments and assets at fair value through profit and loss, and Share Based Payments)  

is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share based 
payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the 
instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 49.

2   Non-cash items include depreciation, amortisation, revaluation of investments, fair value adjustments of available-for-sale assets and the share based payment charge. A 

reconciliation to GAAP measures is provided on page 50.

Revenue increased by 63% in 2021 whilst the Group’s cost base grew by 32% to £107.8 million due to an increased 
investment in raw materials for batches of vaccine produced, as well the full year effect of the Group’s investments in 
people,  equipment  and  operations  required  for  the  manufacturing  of  the  adenovirus-based  Oxford  AstraZeneca 
COVID-19 vaccine. The Operating EBITDA profit  of £35.9 million is  £28.5 million higher  than the  £7.3 million profit 
generated in 2020, as a result of the large increase in revenues when compared to the prior year.

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Total Expenses
In order to provide the users of the accounts with a more detailed explanation of the reasons for the year-on-year 
movements of the Group’s operational expenses included within Operating EBITDA, the Group has added together 
research and development, bioprocessing and administrative costs and has removed depreciation, amortisation and 
the share option charge as these are non-cash items which do not form part of the Operating EBITDA alternative 
performance measure. As Operating profit/(loss) is assessed separately as a key financial performance measure, the 
year-on-year movement in these non-cash items is then individually analysed and explained specifically in the Operating 
and Net profit/(loss) section. Expense items included within Total Expenses are then categorised according to their 
relevant nature with the year-on-year movement explained in the second table below.

£m
Research and development1
Bioprocessing costs
Administrative expenses
Operating expenses
Depreciation
Amortisation
Share option charge4
Adjusted Operating Expenses2
Cost of sales
Total Expenses3

£m
Raw materials, consumables and 
other external bioprocessing costs
Manpower-related
External R&D expenditure
Other costs
RDEC tax credit
Total expenses1

2021
40.2
7.2
15.1
62.5
(12.4)
-
(2.5)
47.6
60.2
107.8

2020
29.7
10.7
11.3
51.7
(9.8)
–
(2.4)
39.5
41.7
81.2

2019
22.6
7.4
11.9
41.9
(5.8)
–
(1.6)
34.5
35.7
70.2

2018
18.0
1.2
7.4
26.6
(4.3)
–
(1.1)
21.2
33.3
54.5

2017
21.6
–
7.3
28.9
(4.1)
(1.2)
(0.7)
22.9
18.4
41.3

2016
24.3
–
6.0
30.3
(3.3)
(0.3)
(0.6)
26.1
11.8
37.9

2021

2020

2019

2018

2017

2016

34.2
55.0
2.5
21.2
(5.1)
107.8

22.0
45.3
1.4
17.1
(4.6)
81.2

22.8
35.2
1.4
12.0
(1.2)
70.2

18.3
26.7
1.9
7.6
–
54.5

13.2
19.3
1.7
7.1
–
41.3

9.3
17.4
2.8
8.4
–
37.9

2015
20.3
–
6.7
27.0
(1.3)
(0.4)
(0.2)
25.1
5.8
30.9

2015

6.1
13.6
3
8.2
–
30.9

1  Includes the RDEC tax credit.
2  Research, development, bioprocessing and administrative expenses excluding depreciation, amortisation and the share option charge.
3  Cost of goods plus research, development, bioprocessing and administrative expenses excluding depreciation, amortisation and the share option charge.
4   Deferred bonus share option charges of £1.0 million (2020: £1.4 million) are not added back in the determination of Operating EBITDA as the Remuneration Committee  

has the ability to determine that this is paid in cash up until the point the option is granted.

 — Raw materials, consumables and other external bioprocessing costs have increased substantially due to increased 
raw material cost as a result of the large volumes of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine 
batches produced; 

 — The increase in manpower-related costs is due to the increase in the average headcount from 609 in 2020 to 759  
in 2021. Additional investments were made in staff required for vaccine manufacturing, as well as some required 
investment in back-office staff; 

 — External R&D expenditure increased to normal levels as compared to 2020, as activities continued throughout 2021, 

with limited activities having taken place in the first half of 2020; 

 — Other costs were higher as a result of increased operational and facility costs incurred due to the continuous running 
of the Oxbox manufacturing facility during the year, as well as the additional laboratory space put in place at Windrush 
Court. Other items included due diligence fees incurred in the establishment of an 80% ownership interest in Oxford 
Biomedica Solutions, offset by an insurance payment received with regards to a previous customer claim; and 

 — The  RDEC  credit  has  increased  to  £5.1 million  (2020:  £4.6 million)  due  to  an  increase  in  eligible  research  and 
development expenditure, mainly increases in employee cost, raw materials, consumables and qualifying external 
research and development expenditure.

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Financial review

Operating and Net profit/(loss)

£m
Operating EBITDA
Depreciation, Amortisation and share option charge1
Change in fair value of assets at fair value 
through profit and loss
Operating profit/ (loss)
Interest
Taxation
Foreign exchange revaluation (non cash)
Net profit/(loss)

2021
35.9
(14.9)

(0.2)
20.8
(0.9)
 (0.9)
–
19.0

2020
7.3
(12.2)

(0.8)
(5.7)
(0.8)
0.3
–
(6.2)

2019
(5.2)
(7.4)

(1.9)
(14.5)
(5.4)
4.8
(1.0)
(16.1)

2018
13.4
(5.5)

6.0
13.9
(6.2)
2.5
(2.7)
7.5

2017
(1.9)
(6.1)

2.3
(5.7)
(9.3)
2.7
3.3
(9.0)

2016
(7.1)
(4.2)

–
(11.3)
(4.9)
3.7
(4.1)
(16.6)

2015
(12.1)
(2.0)

–
(14.1)
(1.9)
4.0
(1.0)
(13.0)

1   Deferred bonus share option charges of £1.0 million (2020: £1.4 million) are not added back in the determination of Operating EBITDA as the Remuneration Committee has the ability 

to determine that this is paid in cash up until the point the option is granted.

In arriving at Operating profit/(loss) it is necessary to deduct from Operating EBITDA the non-cash items referred to 
above. The depreciation charge was higher in 2021 due to the full year impact of Oxbox becoming operationally active, 
conversion  of  one  of  the  Windrush  facility  floors  into  laboratories,  and  then  also  due  to  additional  bioprocessing 
equipment obtained to allow vaccine manufacturing. The Orchard Therapeutics asset held at fair value through profit 
and loss decreased by £0.2 million due to negative share price movements. The interest charge of £0.9 million was 
slightly  higher  due  to  additional  interest  on  IFRS  16  leased  bioprocessing  equipment.  The  corporation  tax  expense 
increased due to a corporation tax charge expected on the taxable profits made by the Group during the period. 

Segmental analysis 
Reflecting the way the business is currently being managed by the Senior Executive Team, the Group reports its results 
within two segments, namely:

I.    the ’Platform’ segment which includes the revenue generating bioprocessing and process development activities for 
third  parties  (i.e.  the  Partner  programmes  CDMO  business),  and  internal  technology  projects  to  develop  new 
potentially saleable technology, improve the Group’s current processes, and bring development and manufacturing 
costs down within the LentiVector® platform. 

II.   the ’Product’ segment, which includes the costs of researching and developing new gene therapeutic product candidates.

£m
2021
Revenue
Operating EBITDA
Operating profit/(loss)

2020
Revenue
Operating EBITDA
Operating profit/(loss)

Platform

142.7
45.3
31.4

87.1
13.9
2.0

Product

0.1
(9.4)
(10.6)

0.6
(6.6)
(7.7)

Total

142.8
35.9
20.8

87.7
7.3
(5.7)

The Platform segment in 2021 saw an increase in revenue of 64% from £87.1 million to £142.7 million due to the 
volume of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine batches manufactured for AstraZeneca as 
part of the COVID-19 pandemic efforts. This was offset by a decrease in commercial development revenues from 
existing customers AstraZeneca, Novartis and Orchard as activities transitioned over to more clinical and commercial 
batch manufacture. Operational results were very positively impacted by the large revenue increases, but especially 
the fact that the Oxbox manufacturing facility operated at almost full capacity for most of the year which meant that 
revenues more than offset the additional investment in headcount and facilities, resulting in an Operating EBITDA 
profit of £45.3 million, and an operating profit of £31.4 million. The Group will target increased bioprocessing volumes 
and  commercial  development  revenues  from  its  customer  base  in  the  coming  year,  whilst  recognising  that  the 
adenovirus-based Oxford AstraZeneca COVID-19 vaccine volumes are not expected to be at the same levels as those 
seen during 2021. 

The Product segment has generated revenues of £0.1 million (2020: £0.6 million) and an Operating EBITDA loss and 
Operating loss of £9.4 million and £10.6 million respectively (2020: loss of £6.6 million and £7.7 million respectively). 
Clinical development revenues decreased due to lower levels of activities performed for Sanofi and Sio Gene Therapies. 

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Cash flow
The Group held £108.9 million of cash at 31 December 2021, having begun the year with £46.7 million. Significant 
movements across the year are explained below.

£m
Operating profit/(loss)
Non-cash items included in operating profit/(loss)
Operating EBITDA
Working capital movement
Cash generated from/(used in) operations
R&D tax credit received
Net cash generated from/(used in) operations
Interest paid, less received
Sale of investment asset
Capex
Net cash inflow/(burn)
Net proceeds from financing
Movement in year

2021
20.8
15.1
35.9
 (11.4)
24.5
1.0
25.5
–
–
(9.5)
16.0
46.2
62.2

2020
(5.7)
13.0
7.3
(11.2)
(3.9)
7.0
3.1
–
2.5
(13.4)
(7.8)
38.3
30.5

2019
(14.5)
9.3
(5.2)
(1.4)
(6.6)
3.1
(3.5)
(3.3)
6.3
(25.8)
(26.3)
10.3
(16.0)

2018
13.9
(0.5)
13.4
(4.2)
9.2
3.7
12.9
(4.7)
–
(10.1)
(1.9)
19.8
17.9

2017
(5.7)
3.8
(1.9)
0.4
(1.5)
4.5
3.0
(10.8)
–
(2.0)
(9.8)
8.8
(1.0)

2016
(11.3)
4.2
(7.1)
1.2
(5.9)
4.1
(1.8)
(3.3)
–
(6.4)
(11.5)
17.5
6.0

2015
(14.1)
2.0
(12.1)
(2.8)
(14.9)
3.2
(11.7)
(1.5)
–
(16.6)
(29.8)
25.0
(4.8)

 — The operating profit in 2021 was £26.5 million better than the operating loss of £5.7 million achieved in 2020 due to 
the large increase in revenues only partially offset by increased operating expenses. These improved operational 
results flowed through to the Operating EBITDA profit of £35.9 million (2020: £7.3 million profit);

 — The negative working capital movement of £11.4 million is driven by a decrease in Contract liabilities (£15.7 million) 

offset by receipt of the 2020 RDEC tax credit;

 — The Group received £1.0 million R&D tax funding in 2021 in respect of the 2020 claim, down £6.0 million from the 
prior year. The decrease from 2020 was due to the Group not being eligible to claim a tax credit under the Governments 
SME tax credit scheme from 2020 onwards due to its growth in size; 

 — No funds were generated from the sale of shares in Orchard Therapeutics (2020: £2.5 million), an asset held at fair 

value through profit and loss;

 — Purchases of property, plant and equipment decreased from £13.4 million to £9.5 million, mainly as a result of the 
main construction phase of the new Oxbox manufacturing facility being completed in 2020, with Capex in 2021 
relating to the purchase of manufacturing and laboratory equipment, and the fit out of laboratory space on one of 
the floors of the Windrush Court Head Office; 

 — The net proceeds from financing during 2021 was £46.2 million, consisting of the £50.0 million equity investment by 
Serum Life Sciences Ltd, share option issues of £1.6 million, and reduced by lease payments of £5.4 million in the 
year. £3.7 million of lease payments made consisted of bioprocessing equipment leased for purposes of vaccine 
manufacturing which the Group now owns; and

 — The result of the above movements is a net increase in cash of £62.2 million from £46.7 million to £108.9 million.

Statement of financial position review
The most notable items on the Statement of financial position, including changes from 31 December 2020, are as follows:

 — Property, plant and equipment has decreased by £2.6 million to £69.7 million as depreciation of £12.4 million more 
than offset additions of £9.5 million, mainly purchases of manufacturing and laboratory equipment and the fit out of 
laboratory space on one of the floors of the Windrush Court head office; 

 — Inventories have increased from £6.9 million to £9.5 million due to increased raw material balances as a result of 

forecasted bioprocessing manufacturing activities;

 — Trade and other receivables decreased from £57.5 million to £48.4 million due to decreased levels of bioprocessing 

and process development activities across the year end as compared to 2020;

 — Trade and other payables decreased slightly from £19.7 million to £19.1 million, due to a lower level of operational 

activity at the year end as compared to the prior year end;

 — Contract liabilities decreased from £28.3 million in 2020 to £12.6 million as the high level of funds received in advance 
for future bioprocessing and process development activities at the end of 2020 was recognised as revenue during 
2021 as the performance obligations were met;

 — Deferred Income decreased from £3.5 million in 2020 to £2.7 million due to the release of amounts deferred as part 

of the Innovate UK capex grant funding;

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
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 — Provisions increased by £0.4 million as a result of the recognition of an increased liability for the costs of restoring 

leased properties to their original state at the end of the lease term; and 

 —  Lease  liabilities  decreased  from  £13.8 million  to  £9.3 million  due  to  lease  payments  made  in  the  year,  but 
specifically,  £3.7 million  of  lease  payments  made  relating  to  bioprocessing  equipment  leased  for  purposes  of 
vaccine manufacturing which the Group now owns.

Subsequent events
During March 2022 the Group acquired an 80% stake in the newly established Oxford Biomedica Solutions LLC (Oxford 
Biomedica Solutions), an AAV manufacturing and innovation business, from Homology Medicines Inc. for $130 million. 
Homology  Medicines  will  continue  to  own  20%  of  Oxford  Biomedica  Solutions  with  both  the  Group  and  Homology 
Medicines retaining an option to buy/sell the remaining 20% of Oxford Biomedica Solutions to the Group. As part of the 
acquisition,  the  Group  also  agreed  to  inject  $50 million  of  cash  into  Oxford  Biomedica  Solutions  for  working  capital 
purposes. Oxford Biomedica Solutions leases a GMP facility near Boston, Massachusetts, operating three 500L bioreactors 
using  a  serum-free  suspension  process,  which  has  also  been  successfully  scaled  to  2,000L.  The  facility  has  been 
manufacturing 500L batches since 2019 without a single failed batch.

In order to fund the acquisition, the Group raised gross proceeds of £80 million through a placing of shares and also 
entered into, and drew down, a short-term loan facility of $85 million (£64 million) with Oaktree Capital Management 
LLC which is repayable twelve months after completion of the acquisition.

Prior period restatement
During the year, the Financial Reporting Council (FRC) communicated with the Directors regarding the Group’s Annual 
report and accounts for the year ended 31 December 2020. The FRC raised a limited number of matters for which,  
on  some,  the  Directors  undertook  to  make  additional  disclosures  in  the  financial  statements  for  the  year  ended  
31 December 2021. Following the review by the FRC it was recognised that the movement in the loan to subsidiary of 
£13.9 million within the Company only cash flow statement was incorrectly presented within cash flows from financing 
activities rather than cash flows from investing activities. OXB has therefore restated the prior year financial statements 
to present the movement in the loan to subsidiary within cash flows from investing activities in the Company only cash 
flow statement. This change has no effect on the cash position of the Group or Company and has no further impact 
on the Group or Company Financial Statements. The FRC have now concluded its review.

Financial outlook
The Group will continue to target growth in its lentiviral vector manufacturing volumes, as well as growth in commercial 
development  activities.  Oxford  Biomedica  Solutions  is  expected  to  contribute  AAV  manufacturing  and  commercial 
development revenues through services provided to Homology Medicines during 2022. In addition, the Group will seek 
to secure both new lentiviral vector and AAV customer relationships in line with the strategy to become an innovative 
global viral vector leader, operating in all viral vector types.

Vaccine manufacturing volumes are expected to be substantially lower during 2022 due to the end of the 18-month 
supply agreement with AstraZeneca, and a pause in manufacturing activity while discussions continue on a potential 
extension of this supply agreement. As a result, overall revenues are expected to be lower than in 2021 (but significantly 
ahead of 2020) with an expected corresponding impact on Operating EBITDA.

The Group will be focused on making select investments, aimed at accelerating Oxford Biomedica Solutions commercial 
activities and build market share in the fast-growing AAV market. As a result, administrative expenses are expected to be 
significantly higher than in 2021 as the Group makes one-off expenditures in building and integrating Oxford Biomedica 
Solutions. Bioprocessing costs are also expected to be higher as the Group builds the AAV customer base.

The Group will continue to accelerate investment in R&D in order to maintain its competitive edge and build a leading 
position in AAV, in addition to lentiviral vectors. Apart from investments aimed at building long term revenue growth, the 
Group will be closely monitoring its operating cost base and headcount, which we expect to be affected by inflation in 
both salaries and costs.

The integration of Oxford Biomedica Solutions is expected to be ongoing during the year and fully completed within 
12 months. The consolidation of this initially loss-making part of the Group is expected to result in the Group being 
loss-making on an Operating EBITDA level in 2022, however with significant growth targeted in 2023.

The contracts signed in 2021 with Arcellx, Immatics and Cabaletta Bio, together with continued bioprocessing and 
commercial development activities performed for existing customers, is expected to drive a broadening out of the 
future revenue base and should put the Group in a strong position to achieve future operational profitability. 

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Continuing the implementation of its long-term strategy, the Group will continue to focus on building and maintaining 
the Group’s commercial relationships with customers, both existing and new. The success of the Group’s customers is 
seen as key to the Group’s success, including driving growth in new customer relationships in 2022 and beyond in its 
existing LentiVector® and new AAV platform. 

The Group will implement a cautious strategy with regards to capital expenditure with significant new projects only 
implemented if the Group’s financial stability is not impacted and the business case details a clear long term strategic 
benefit  to  the  Group.  The  Group  continues  to  make  selective  strategic  investments  in  its  products  and  enabling 
technologies where the opportunity exists to improve patient outcomes and increase shareholder value.

Going concern
The financial position of the Group, its cash flows and liquidity position are described in the primary statements and 
notes to these financial statements.

The  Group  made  a  profit  for  the  year  ended  31  December  2021  of  £19 million,  and  generated  net  cash  flows  from 
operating  activities  for  the  year  of  £25.5 million.  The  Group  also  raised  an  additional  £50 million  in  cash  through  a 
successful equity placement by Serum Life Sciences Ltd in September 2021 and post year end has raised £80 million in 
January to March 2022. The Group ended the year with cash and cash equivalents of £108.9 million.

In  considering  the  basis  of  preparation  of  the  Annual  report  and  accounts,  the  Directors  have  prepared  cash  flow 
forecasts for a period of at least 12 months from the date of approval of these financial statements, based in the first 
instance  on  the  Group’s  2022  annual  budget  and  forecasts  for  2023.  The  Directors  have  undertaken  a  rigorous 
assessment of the forecasts in a base case scenario and assessed identified downside risks and mitigating actions. 

These cash flow forecasts also take into consideration severe but plausible downside scenarios including:

 — A substantial manufacturing and development revenue downside affecting the core LentiVector® platform business;

 — Vaccine manufacturing revenues only included to the extent contracted;

 — No revenues from new customers;

 — Significant decreases in forecasted existing customer milestone and royalty revenues; and

 — The potential impacts of the current ongoing war in Ukraine on the Group and its customers including expected 

revenues from existing customers under long term contracts.

The Group entered into an $85 million (£64 million) loan facility with Oaktree Capital Management as part of the Group’s 
acquisition of an 80% stake in Oxford Biomedica Solutions in March 2022. The facility was drawn down in full and the 
Group is required to repay this one-year facility in March 2023. In both the Group’s cash flow forecast and the mitigated 
downside scenarios, the Group is able to repay this loan in March 2023, but in the mitigated downside scenarios the 
Group would need to obtain additional equity or loan financing in the third quarter of 2023 to continue operations. 

However,  despite  the  above  requirement,  the  Board  has  confidence  in  the  Group’s  ability  to  continue  as  a  going 
concern for the following reasons:

 — The Group’s history of being able to access capital markets including raising £130 million of equity during the last  

nine months;

 — The Group’s history of being able to obtain loan financing when required for purposes of both capital expenditure 
and operational purposes, as recently evidenced by the $85 million one year facility obtained with Oaktree Capital 
Management; 

 — The Group’s ability to continue to be successful in winning new customers and building its brand as demonstrated by 
successfully entering into new customer agreements with Arcellx, Immatics, Caballetta Bio and Boehringer Ingelheim;

 — As noted above, the Group has cash balances of £108.9 million at the end of December 2021 and £144 million at the 

end of March 2022;

 — More than two thirds of 2022 forecasted revenues are covered by binding purchase orders and rolling customer 

forecasts which give confidence in the level of revenues forecast over the next 12 months; and

 — The Group has the ability to control capital expenditure costs and lower other operational spend, as necessary.

Taking account of the matters described above, the Directors remain confident that the Group will have sufficient funds 
to  continue  to  meet  its  liabilities  as  they  fall  due  for  at  least  12  months  from  the  date  of  approval  of  the  financial 
statements and therefore have prepared the financial statements on a going concern basis.

Stuart Paynter
Chief Financial Officer

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
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Environmental, Social and Governance Report

Oxford Biomedica’s ESG mission
Oxford Biomedica’s ESG mission is to deliver life-changing gene therapies 
to  patients  in  an  ethical  and  socially  responsible  way.  This  mission  has 
become firmly embedded through the Group, both in terms of the areas 
of focus of the business, but also how the Group does business.

The  Group  has  made  good  progress  in  the  delivery  of  its  ESG  mission 
during 2021 and has increasingly moved from an initiative led approach to 
incorporating  an  ESG  mission-led  approach  in  regular,  day-to-day 
business activities.

Oxford Biomedica’s ESG values
Oxford  Biomedica’s  ESG  strategy  is  focused  on  five  pillars:  People; 
Community;  Environment;  Innovation  and  Supply  Chain,  which  were 
identified as key areas of focus as part of an analysis of ESG related issues 
that  are  most  critical  to  the  organisation  (further  details  on  page  56).  
The  Group’s  ESG  Committee  is  responsible  for  the  governance  and 
oversight  of  our  ESG  commitments.  During  2021,  the  Committee  was 
chaired  by  John  Dawson  in  his  capacity  as  Chief  Executive  Officer, 
providing a link to the Board for regular review of ESG issues. Following 
John’s decision to step down as CEO in January 2022, the Committee is 
chaired  by  Nick  Page,  Chief  Operating  Officer  until  the  new  Chief 
Executive Officer is appointed. 

Oxford Biomedica’s ESG committee
Department heads within the business are responsible for each of the five 
pillars. Annual ESG objectives are set by the department head responsible 
for each pillar, in conjunction with the Senior Executive Team. The Group 
considers  the  ESG  objectives  to  be  fundamental  to  maintaining  and 
enhancing the culture and values of the Group.

The ESG Committee is responsible for tracking progress against the objectives 
and providing regular progress reports to the Senior Executive Team every 
quarter. Progress updates are also shared in all-company meetings.

More information on ESG 
Information on the Group’s Environmental,  
Social and Governance (ESG) Mission and Strategy  
can be found on the Oxford Biomedica website:
www.oxb.com/environmental-social-governance-esg

Oxford Biomedica plc | Annual report and accounts 2021 
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Values
Oxford  Biomedica’s  three  values  govern  the  way  that  the  Group  does 
business, how the Group works together and the interactions the Group 
has with all its stakeholders. 

Oxford Biomedica’s values and the associated behaviours are embedded 
throughout its people processes, including recruitment practices, seeking 
evidence that job candidates share the Group’s values upon appointment. 
The  values  are  an  important  feature  in  the  Group’s  reward  principles, 
whilst its performance management processes ensure values behaviours 
are measured so they are appropriately recognised and rewarded. 

Each year the Group celebrates employees who consistently demonstrate 
the Company values via its annual ‘Living our Values Awards’ ceremony. 
Employees  have  the  opportunity  to  nominate  colleagues  who  have 
achieved  great  things  by  living  the  Company  values  for  individual  and 
team awards. 

Have integrity
We always do the right thing. Whatever the situation and consequences, 
we  do  what’s  right  for  employees,  patients  and  partners.  We  make 
objective decisions and can be trusted to deliver on our commitments.

Be inspiring
We succeed together through our passion, commitment and teamwork. 
Through our actions and behaviours, we create an environment which 
positively challenges, engages and excites us.

Shared values
The Group’s values and the associated behaviours are 
embedded throughout its people processes, including 
recruitment practices, seeking evidence that job 
candidates share the Group’s values upon 
appointment. 

Deliver innovation
We deliver ground-breaking scientific excellence by nurturing exceptional 
talent.  Together,  we  continually  improve  by  generating  new  ideas  and 
creative ways of working to bring about better solutions for patients.

ve In t e g r i ty

a
H

e Ins p ir i n g

B

eliver I n n o vation

D

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Analysis of material ESG issues
The  Group  conducted  an  analysis  to  identify  and  prioritise  those  ESG-
related issues that are most critical to the organisation, as described in the 
diagram  below.  This  analysis  was  used  to  create  the  five  pillars  for  the 
Group’s ESG strategy.

ESG materiality matrix

t
n
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l

t
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M

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o
h
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I

17

11

19

18

20

1

3

12

13

6

2

5

8

4

7

9

10

14

15

16

Assessed impact on Oxford Biomedica’s business Most impact

2
4 
6
7
13
16
17
18

Oxford Biomedica plc  |  Annual report and accounts 2021

People
5

Employee safety and  
wellbeing
Talent attraction and  
retention
Anti-bribery and corruption
Brexit

8

15 
19 

Community
3

Outreach, engagement and  
early talent development
Human rights and labour  
standards
Transparent reporting and  
communications

14

20 

Environment
9
10
11
12  

Waste and recycling
Water use and water effluent
Energy use and climate change
Single use plastics

Responsible Innovation
1

Intellectual property, product  
and technological innovation
Product safety
Privacy and data security
Regulatory compliance
Business continuity
Ethical supplier standards
Animal testing 
Ethics
Clinical trial conduct

 
 
 
 
 
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2021 ESG People objectives – 
what we achieved:
 — Create an action plan for Equality, 
3

Inclusion and Diversity (ED&I). 100%

 — Continue employee engagement 
3

activity and launch a full employee 
engagement survey. 100%

 — Introduce further wellbeing initiatives 
3

focusing on mental health and 
resilience. 100%

2022 ESG People objectives:
 — Deliver on year one actions from the 

three-year ED&I plan 

 — Continue employee engagement 
activity and expand to cover new 
topics

 — Introduce further wellbeing initiatives 

to ensure the Group is offering 
’something for everyone’

People

Health and Safety
Being able to deliver the Group’s products and services both in a safe and 
sustainable  manner  is  the  number  one  priority.  Through  the  systematic 
evaluation  of  all  activities,  the  Group  ensures  that  significant  risks  are 
identified and controlled to minimise the risk to employees and anyone 
else who may be affected by the Group’s acts or omissions. The Group 
endeavours to maintain its facilities and equipment to the highest standards. 

The Group’s response to the COVID-19 pandemic was reviewed twice by 
Inspectors from the Health and Safety Executive, and on both occasions 
the Inspectors left without raising any areas for improvement. 

The Group’s Health and Safety Management System covers all aspects of 
its  work,  from  working  with  hazardous  substances,  to  use  of  display 
screen equipment. The electronic Health and Safety Management System 
(introduced in 2020) has continued to evolve and grow during 2021, and 
now includes incident reporting and management, action tracking, risk 
assessment, and the Group’s Health and Safety Policies and Procedures, 
making it a ‘one-stop-shop’ for our employees, and providing improved 
performance monitoring and metrics that drive improvements.

The Group continues to focus on the output of the Safety Climate Survey, 
engaging  with  staff  and  their  Safety  Representatives  to 
identify 
improvements revolving around eight factors that contribute to a positive 
safety culture. The eight factors are: 

 — Accident and near miss reporting; 

 — Organisational commitment; 

 — Health and Safety oriented behaviours; 

 — Health and Safety trust; 

 — Usability of procedures; 

 — Engagement in Health and Safety; 

 — Peer group attitude; and 

 — Resources for Health and Safety. 

The Group has revised its management of fire evacuations, introducing 
electronic roll call and training 40+ managers to support new command 
and control structure. The Group’s Health Surveillance programme and 
systems  have  been  improved,  with  the  result  that  the  Group  can  now 
provide better metrics to managers and a more targeted, rather than a 
blanket, approach.

The Group continues to have a first-class safety record and has continued 
the trend of having no major injuries. Health and Safety is a standing item 
on the Board’s agenda, and there is a quarterly Safety Committee chaired 
by a member of the Senior Executive Team (SET). The Group is committed 
to meet both the letter and spirit of all Health and Safety regulation and 
best practice.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
“ New flexible ways of working 
guidelines were created 
to offer employees more 
choice, where possible, 
around when, where and 
how they work.”

 84% score

Engagement survey
The Group completed a company-wide employee 
engagement survey as part of the ESG people 
objectives. The Group’s sustainable engagement score, 
a key overall engagement indicator, was more 
favourable than those of other benchmarked groups, 
including the global pharmaceutical norm and the UK 
norm, with a score of 84%. 

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Engagement
Oxford  Biomedica  is  committed  to  making  sure  that  it  regularly  asks 
employees for their views and suggestions on a variety of issues through 
multiple channels and forums. The Group’s Workforce Engagement Panel 
(WEP), made up of employees representing all levels and functions across 
the organisation, met eight times in 2021. The purpose of the WEP is to 
enable employees to discuss issues of importance to them and ensure 
that  the  senior  leaders  and  the  Group’s  Board  hear  the  views  of  the 
workforce. Two meetings were attended by Stuart Henderson, the Board’s 
designated  Non-Executive  Director,  to  facilitate  direct  discussion  and 
engagement at Board level. Increased engagement is planned for 2022, 
including a schedule of monthly meetings. 

As  part  of  the  2021  ESG  people  objectives,  three  Pulse  surveys  were 
completed focused on the impacts of the COVID-19 pandemic. These 
surveys  provide  rich  insights  into  how  employees  are  feeling,  their 
concerns  and  their  suggestions  for  future  improvement.  A  number  of 
actions resulting from the surveys were put in place throughout the year, 
such  as  regularly  reviewing  the  Group’s  COVID-19  secure  workplace 
guidance and continuing to provide lateral flow COVID-19 testing kits to 
employees working onsite. 

In response to the changes in working practices, due to the COVID- 19 
pandemic and feedback from employees, the Group revised its approach. 
New flexible ways of working guidelines were created to offer employees 
more choice, where possible, around when, where and how they work. 
The Group took a principle led approach to flexible working, putting in 
place  supportive  structures,  including  a  ‘ways  of  working’  policy,  while 
empowering employees to decide when and where they work to be the 
most effective; for them, their team, and the Group. 

In  2021,  the  Group  launched  its  first  ever  company-wide  employee 
engagement  survey  as  part  of  the  ESG  people  objectives.  A  dedicated 
internal communication campaign was created to encourage employees 
to take part and share their views on a wide range of subjects including 
trust,  inclusion,  support,  collaboration,  and  rewards.  The  survey  ran  for 
two weeks and 70% of employees participated, exceeding our target of 
65% as a first survey of this kind. The overall results were positive. The 
Group’s  sustainable  engagement  score,  a  key  overall  engagement 
indicator, was more favourable than those of other benchmarked groups, 
including the global pharmaceutical norm and the UK norm, with a score 
of  84%.  High-level  Group-wide  results  have  been  shared  with  all 
employees and three focus areas for 2022 have been identified. 

The Group’s employee engagement strategy, developed and approved by 
the SET in 2020, began to be implemented in 2021. The strategy creates 
further opportunity for senior leadership visibility, more frequent two-way 
communication  across  a  variety  of  channels,  including  internal  social 
media and virtual events, enabling the Group to keep all employees up to 
date and engaged as the business grows. Further details of the 2022 ESG 
People objectives are set out on page 57. 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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Representation of female employees
The Group is pleased to report a continued increase in 
representation of female employees at all levels 
including the more senior levels of the organisation.

Three- 
year plan

Equality, diversity and inclusion (ED&I)
The Group set out in 2021 to undertake a diagnostic 
phase of work to develop an understanding of people’s 
experiences, opinions, and aspirations for the Group in 
the areas of equality, diversity and inclusion (ED&I) 
moving forward.

Equality, Inclusion and Diversity
The Group is committed to building a more inclusive organisation where 
all  forms  of  diversity  are  celebrated.  The  Group  strives  to  make  the 
employee  experience  one  of  inclusion  and  belonging  to  maintain 
engagement and commitment. 

Further  to  initial  work  started  in  2020,  the  Group  set  out  in  2021  to 
undertake  a  diagnostic  phase  of  work  to  develop  an  understanding  of 
people’s experiences, opinions, and aspirations for the Group in the areas 
of equality, diversity and inclusion (ED&I) moving forward. This consisted 
of a review of current policies and procedures and available ED&I data, 
along with sessions with the SET, WEP and the HR team. Focus groups 
and one-to-one conversations were also held with employees who were 
selected  to  represent  a  balance  between  men  and  women,  as  well  as 
representation  across  sites,  departments,  age,  seniority,  and  length  of 
service. 

A  recommendation  report  has  since  been  shared  with  the  SET  which 
highlights the bright spots and areas of opportunity. These outputs have 
also been shared and discussed with the Group’s senior leaders. Further 
to this activity a three-year ED&I plan has been created and the Group is 
committed to implementing its year one objectives in 2022, which include 
awareness raising throughout the business and establishing benchmarks 
to enable transparency across the business. 

Alongside  this  work  in  2021,  the  Group  also  engaged  its  senior  leader 
population in inclusive leadership sessions to better educate, inform and 
raise  awareness  of  this  important  topic.  The  Board  and  the  senior 
management are fully committed to providing equal opportunities for all 
employees, irrespective of race, gender, religion, national origin, disability, 
or any other personal characteristics, and embrace diversity in all forms. 

The Gender Pay Gap Report for 2021 has been prepared by the Group. 
The Group is pleased to report a continued increase in representation of 
female  employees  at  all  levels  including  the  more  senior  levels  of  the 
organisation.  This  has  had  a  positive  impact  on  the  Group’s  mean  and 
median  gender  pay  ratio.  For  full  details  of  the  report  please  visit  the 
Group’s website at www.oxb.com. 

Board including  
Non-Executive Directors
Senior managers and 
direct reports
All other employees
Total

Male

Female

Total

% Male

% Female

7

24
350
381

3

24
407
434

10

48
757
815

70%

50%
46%
47%

30%

50%
54%
53%

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
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Health and Wellbeing 
The health and wellbeing of all employees is of the utmost importance. 
The Group’s aim is to help employees feel good at work and at home by 
fostering  a  positive  health  culture.  Empowering  colleagues  to  take 
personal accountability for their physical, emotional, mental and financial 
wellbeing is important and the Group supports colleagues by providing 
access  to  a  number  of  benefits,  wellbeing  resources  and  initiatives 
throughout the year. 

In  2021,  the  Group’s  wellbeing  strategy  continued  to  focus  on  mental 
wellbeing  and,  in  particular,  resilience.  The  COVID-19  pandemic  has 
emphasised that, whilst the Group cannot control the external environment 
around us, the Group can support employees and provide them with the 
tools to manage their personal response to these external factors. 

In 2021, the Group provided all employees the opportunity to join four 
speaker events. Through the power of storytelling these speaker events 
merged elements of inclusion and mental health, emphasising resilience. 
A  number  of  national  dates  were  recognised  and  aligned  with  these 
storyteller  sessions  including  Stress  Awareness  Week,  Mental  Health 
Awareness Week and Pride. 

In  line  with  the  2021  ESG  objectives,  the  Group  offered  a  variety  of 
wellbeing sessions to the whole workforce, which included: mindfulness 
courses, and updates from our benefit providers including the Employee 
Assistance Program service and private medical insurers, Bupa. Financial 
wellbeing  events  took  place  in  the  form  of  group  and  1-2-1  sessions. 
Guest  speaker  sessions  were  also  delivered  on  the  topics  of  ‘The 
importance of good hydration’ and ‘Nutrition and the effect of nutrition 
on mood and performance’. All events were well received. 

The Group added two new wellbeing offerings to its benefits package in 
2021. An online wellbeing platform that provides a gateway to over 3,000 
experiences, covering lifestyle, mental and physical wellbeing and learning 
vouchers, to pay for or contribute to costs associated with any structured 
learning, be that a course, online programme or other structured learning 
arrangement  to  help  employees  strike  a  balance  between  work  and  
non-work life. 

The Group understands it has a duty of care towards all employees and 
continually  assesses  the  risks  to  the  workforce.  Throughout  2021,  the 
Group  regularly  communicated  with  employees  in  respect  of  the  latest 
government guidelines in relation to the COVID-19 pandemic as well as 
providing regular updates on measures available to provide extra protection. 

Health  and  wellbeing  remain  an  important  focus  for  the  Group’s  ESG 
objectives for 2022 and will introduce further wellbeing initiatives offering 
a variety of choice, with a key theme being ‘something for everyone’. 

“ My experience as an 
apprentice for Oxford 
Biomedica has been a 
challenging yet rewarding 
one, particularly during 
the AZD1222 (Oxford 
AstraZeneca COVID-19) 
manufacture. It was an 
honour to have been 
nominated and I’m very 
proud to have won 
Oxfordshire’s higher 
apprenticeship of the year 
award. It was fantastic to see 
the wide range of incredible 
talent across many sectors 
at the event, it really does 
highlight the importance 
of apprenticeships in the 
modern world.”

Nathan Jarvis
Higher Apprentice of the Year Award at the 2021 
Oxfordshire Apprenticeship Awards.

Oxford Biomedica plc | Annual report and accounts 2021 
Community
The Group continues to build and strengthen its involvement in the local 
community,  recognising  the  value  of  being  a  good  local  citizen  and 
delivering positive benefits to the community. 

The  Group  recruited  over  200  new  employees  at  all  levels  across  the 
organisation  during  2021,  and  continued  to  develop  its  apprenticeship 
scheme, supporting science education. The Group behaves as a responsible 
neighbour,  complying  with  national  and  local  laws  and  regulations, 
particularly  with  regard  to  emissions,  waste,  property  planning,  and  the 
traffic impact caused by employees. To help minimise the traffic impact on 
the community, the Group has put in place a range of transport initiatives 
including a well-established cycle to work scheme, bike shelters and other 
infrastructure, and a partnership with a local cycling group.

Apprenticeship scheme
As  part  of  the  Group’s  focus  on  delivering  local  benefits  and  providing 
high skilled jobs to the local community, the Group has an apprenticeship 
scheme  in  collaboration  with  Advanced  Therapies  Apprenticeship 
Community and multiple training providers. In 2021, the Group added an 
additional 16 apprentices with 33 apprenticeships running at the end of 
the year, exceeding our initial target for 2021 of nine additional apprentices. 
The apprentices include school leavers from the local community who 
are enrolled on a training scheme in the highly skilled areas of Manufacturing 
and  Analytical  testing.  The  Group  is  committed  to  supporting  the 
apprentices through in-post learning, training, and expanding the scheme 
in the future.

Further  details  of  the  2022  ESG  Community  objectives  are  set  out  on 
page 61.

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2021 ESG Community objectives – 
what we achieved:
 — Added a further nine apprentices to 
3
the apprenticeship scheme. 100%

 — To introduce a system for voluntary 
3
charitable monthly payroll. 100%

 — Contributions to continue to support 
3

volunteering initiatives, such as reading 
support (with time off support). 80%

 — To increase outreach programme to 
3

schools and universities. 50%

2022 ESG Community objectives:
 — Continue to fundraise for chosen 

company charities – Oxfordshire Mind 
and Homeless Oxfordshire

 — Launch the community volunteering 

policy 

 — Continue to build local educational 
establishment / early careers links

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
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Charitable giving
The  Group’s  charity  team,  Helping  Hands,  forms  part  of  the  Group’s 
commitment  to  provide  support  to  a  local  charity.  The  Helping  Hands 
team organise fundraising events in aid of a charity selected by employees. 
The employee-selected charity in 2021 was SeeSaw (Registered Charity 
No.  1076321),  an  Oxford  based  charity  providing  support  for  bereaved 
children, young people and their families when they face a death in the 
family.  The  Group  raised  £17,000  for  SeeSaw,  through  a  variety  of 
fundraising initiatives including sponsored shave, sunrise Blenheim Palace 
walk,  fire  walk,  unused  clothing  drive,  Christmas  wreath-making  and 
raffle. 

At the end of 2021, after supporting SeeSaw for three years, the Helping 
Hands team asked employees to suggest new charities for the company 
to  support  for  the  next  three  years.  Nine  charities  were  suggested,  
and  through  an  employee  vote,  Oxfordshire  Mind  (Registered  Charity 
No. 261476) and Homeless Oxfordshire (Registered Charity No. 297806) 
have been selected as the Group’s nominated charities for the period 
2022 to 2024. 

In  2021,  the  Group  provided  all  employees  the  opportunity  to  support 
good  causes  through  monthly  payroll  contributions.  Payroll  giving  is  
a voluntary way for employees to support any UK-registered charity in a 
tax-efficient manner. 

The  Group  encourages  employees  to  get  involved  in  community  work 
and  helps  to  support  employees  that  participate  in  such  initiatives.  The 
Group  regards  community  projects  as  a  great  way  to  meet  people, 
develop  new  friendships,  and  most  of  all  improve  employees’  own 
wellbeing. The Group is also progressing opportunities to provide more 
formalised  support  to  employees  who  give  up  their  time  to  support 
volunteering initiatives. A volunteering policy has been approved with a 
planned launch in 2022. 

Yorkshire 3 Peaks
In August 2021 Yatish Lad completed walking the 
Yorkshire 3 Peaks, covering 24.5 miles and a total  
climb of 5,000ft and taking 12h 4mins to complete.  
He raised over £2,700 for Mind.

Oxford Biomedica plc  |  Annual report and accounts 2021

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2021 ESG Environment objectives – 
what we achieved:
 — To commission a third-party 
3
assessment of sustainability 
performance on the redevelopment  
of the Windrush Innovation Centre  
(eg. BREEAM). 100%

 — To map the Group’s Environmental 
3

Management System against 
ISO14001. 100%

 — To engage with the Group’s suppliers 
3

to reduce the volume of waste 
generating materials coming into the 
organisation. 60%

 — To reduce greenhouse gas emissions 
3
by optimising the Group’s energy 
usage. 100%

 — To reduce the volume of hazardous 
3
liquid wastes being generated. 0%

 — To meet the TCFD metrics and targets. 
3

100%

2022 ESG Environment objectives:
 — Aim to reduce the volume of paper 
used and offset paper usage by 
planting trees (become “paper neutral”)

 — Increase recycling by 5%

 — Develop our NetZero plan for CO2  
by 2040 and meet the Group’s  
TCFD metrics

 — Gain affiliation to an external agency 

e.g. SBTI, “My Green Lab” to assist with 
our 10+ year sustainability plan

Environment

Environmental policies and initiatives
The Group fully recognises its responsibility to minimise the impact of its 
activities  on  the  global  environment,  its  neighbours,  and  the  local 
community. The Environmental Management System (EMS) has continued 
to evolve and grow with the organisation. The Group has undertaken a 
gap analysis against ISO14001 and has been working towards aligning the 
Group’s EMS, with the aim of gaining certification as part of the Group’s 
sustainability plan. The Group complies with all environmental regulations, 
including  those  relating  to  environmental  permits  and  consents,  waste 
disposal and discharges (see page 65 for further details). 

The Group continues to work towards reducing its carbon footprint (see 
pages  64  and  65  for  further  details).  As  part  of  the  Group’s  2021 
Environmental pillar initiatives, we held a sustainable travel to work event 
for employees, encouraging them walk, cycle, or use public transport to 
travel to work instead of driving. The Group moved several of its processes 
to  paperless,  saving  approximately  10,000  sheets  of  paper  and 
approximately  two  tonnes  of  carbon  emissions  associated  with  the 
harvesting, processing, and transporting of paper. The Group increased its 
recycling efforts, increasing the volumes of cardboard and plastic it was 
able to recycle through installing compactors in its warehouses. With the 
redevelopment of the Windrush Innovation Centre, the Group has used 
BREEAM as a third-party assessment of sustainability performance of the 
building during the planning phase and will continue to use this third party 
assessment for the demolition and construction phases.

The Group has continued efforts to improve the management of waste, 
conducting an internal audit of several waste streams. Unfortunately, due 
to the growth in manufacturing, the Group did not manage to reduce the 
overall volume of hazardous liquid waste, a 2021 ESG target. However, 
the  Group  did  see  reductions  outside  of  manufacturing  waste.  For 
example,  there  was  a  61%  reduction  in  Virkon  waste  (approx.  18,500L  
less than 2020) due to a revised waste process. 

A number of projects were launched in 2021, which aim to reduce waste 
in the supply chain and it is expected that these will come to fruition in 
2022.  Examples  of  these  initiatives  look  at  switching  the  transportation 
method for several cold chain liquid products from air freight to sea freight 
and working with distributors to develop transportation methods which 
use  re-usable  containers  as  supposed  to  single-use  polystyrene  ones. 
The Group has also commenced engagement with suppliers to explore 
options for waste reduction in respect to packaging materials, including 
alternative configuration of packages and evaluating potential recycling 
and reuse options for packages received.

The  Group  has  high  levels  of  engagement  from  employees  on 
environmental sustainability activities, and actively encourages employee 
engagement  and  involvement  in  improving  the  Group’s  environmental 
performance.  The  Group  established  the  role  of  Environmental 
Representatives in 2021, and now has an active forum of approximately 
40 employee volunteers who help identify local areas for improvement. 
For example, the Group’s used wooden pallets are now being donated to 
a local social venture, who use the pallets to build furniture (e.g., benches), 
providing teenagers and adults who are out of work with valuable practical 
skills.  Coffee  pods  are  now  recycled  using  the  PODBACK  scheme, 
diverting this waste away from incineration. The Group has substituted 
everyday consumables (e.g. dishwasher tablets) to greener options. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 –14% 

Environmental impact
The Group had an average impact of 6 tCO₂e per FTE, 
a 14% decrease to 2020. 

 –55% 

Business flights
Business flights have seen considerable reductions 
with a 55% decrease in related emissions between the 
two reporting periods. 

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The Group’s SECR Compliant Directors statement
The  Group  continues  to  meet  and  exceed  the  greenhouse  gas  (‘GHG’) 
emissions reporting requirements of The Companies (Directors’ Report). 
The  Group  is  also  aware  of  its  forthcoming  obligations  under  The 
Companies (Directors’ Report) and Limited Liability Partnerships (Energy 
and Carbon Report) Regulations 2018. The Group has prepared this report 
in accordance with the requirements for quoted companies under these 
regulations.  The  Group  continues  to  report  all  material  GHG  emissions 
across its operations.

2021 ESG Environmental performance
This year, the Group has calculated its environmental impact across the 
required scope 1, 2 and 3 (selected categories) emissions sources for the 
UK  only.  The  Group’s  emissions  on  a  location  basis  (using  the  UK  grid 
emissions  intensity)  are  4,021  tCO₂e,  a  2%  decrease  from  last  year.  
The  Group  has  calculated  emission  intensity  metrics  on  an  FTE  basis, 
which  the  Group  will  monitor  to  track  performance  in  its  subsequent 
environmental disclosures. The Group had an average impact of 6 tCO₂e 
per FTE, a 14% decrease to 2020. 

Electricity  was  the  most  material  of  the  emission  sources  reported  and 
made  up  46%  of  total  emissions  in  2021.  Business  flights  have  seen 
considerable reductions with a 55% decrease in related emissions between 
the two reporting periods. This is primarily due to the disruption caused by 
the COVID-19 pandemic which resulted in changes in travel habits. Driven 
by changes in DEFRA GHG conversion factors, emissions associated with 
water  consumption  have  decreased  this  year.  Despite  this,  water 
consumption has risen compared to 2020, caused by improvements in 
the accuracy of estimations applied at multiple sites.

Energy and carbon action
In 2021 the following Energy Savings Initiatives were undertaken:

 — Energy efficient HVAC was added to Windrush Court West Wing; and 

 — Energy  efficient  operations  of  air  handling  unit  (AHU)  –  GMP  clean 
room suite 1 has been split from GMP suite 2 at Harrow House. This has 
allowed  for  the  AHU  to  be  switched  off  to  reduce  any  unnecessary 
energy consumption. 

2021 ESG Environmental results
The methodology used to calculate the GHG emissions is in accordance 
with the requirements of the following standards: 

 — World  Resources  Institute  (WRI)  Greenhouse  Gas  (GHG)  Protocol 

(revised version); 

 — Defra’s  Environmental  Reporting  Guidelines:  Including  Streamlined 

Energy and Carbon Reporting requirements (March 2019); and

 — UK office emissions have been calculated using the DEFRA 2021 issue 

of the conversion factor repository. 

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Following an operational control approach to defining the Group’s organisational boundary, the Group calculated GHG 
emissions from business activities falling within the reporting period of January 2021 to December 2021 and using the 
reporting period of January 2020 to December 2020 for comparison.

Scope 1

Total Scope 1
Scope 2
Total Scope 2
Scope 3

Emissions Source
Natural gas
Other fuel types
Fleet

Electricity

Electricity transmission and distribution
Water
Employee cars
Rail
Public Transport
Business flights
Paper
Waste and Recycling

Total Scope 3
Total (Market Based)
Total (Location Based)
Total Energy Usage (kWh)2
Nomaliser

tCO2e per FTE

1   Emissions have been rounded to one decimal place when less than 1 tCO2e to allow for more accurate comparisons year on year. 
2  Energy reporting includes kWh from scope 1, scope 2 and scope 3 employee cars only (as required by the SECR regulation). 

Global Emissions tCO2e

2020
1,614
13
18
1,645
1,900
1,900
163
14
3
0.8
0.6
212
6
152
552
2,647
4,097
17,058,312
7

2021
1,684
14
13
1,711
1,864
1,864
165
7
1
0.2
0.1
96
4
173
446
2,358
4,021
18,084,620
6

Percentage 
change to 2020 
(%)
4
8
-28
4
-2
-2
1
-50
-67
-75
-83
-55
-33
14
-19
-11
-2
-6
-14

CO2

SF6

CH4

N2O

HFCs

PFCs

Scope 2: 
Indirect

Scope 1: 
Direct

Scope 3: 
Indirect

2 3

Indirect emissions
Indirect emissions result from a company’s 
activities but from sources owned or controlled 
by another company. The most prominent 
example is electricity. 

1

Direct emissions
Direct emissions are emissions within a 
company’s organisational boundary from 
sources that the company owns or controls, 
like business travel in a company car or the 
combustion of fuel in a company’s boilers or 
furnace. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Recommended disclosures
The Group have made disclosures consistent with the 
four TCFD recommendations and the 11 
recommended disclosures. 

 Net-zero 

Greenhouse gas (GHG) emissions target
The Group is committed to achieving net-zero 
greenhouse gas (GHG) emissions by maximising our 
energy efficiency, shifting to renewable energy 
sources, and investing in nature-based removals to 
compensate for any residual GHG footprint by 2040. 

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Taskforce for Climate-related Financial Disclosure (TCFD)
The  TCFD  was  established  to  help  identify  the  information  needed  by 
investors, lenders, and insurance underwriters to assess and price climate 
related risks and opportunities appropriately. The Taskforce structured its 
recommendations  around  four  thematic  areas  that  represent  core 
elements  of  how  organisations  operate:  Governance;  Strategy;  Risk 
Management; and Metrics and Targets.

The  Group  supports  the  TCFD  framework  and  the  Group  have  made 
disclosures  consistent  with  the  four  TCFD  recommendations  and  the  11 
recommended disclosures. The table on pages 69 to 70 set outs the required 
disclosures and explains where in this Annual report and accounts the various 
disclosures can be found. The Group first adopted the TCFD framework in 
the 2020 Annual report and accounts and continues to apply it this year to 
describe activities conducted in the year to 31 December 2021.

Climate change and strategy for physical risks
Understanding the potential impact of future climate scenarios, together 
with proactive mitigation, and intervention plans the Group looks to build 
resilience  to  ensure  its  long-term  financial  sustainability  and  continued 
supply of product to the Group’s customers. It is critical to understand the 
physical climate change risks posed to the workforce, local communities, 
assets, and supply to customers. Working in a preventive way, the Group 
would  like  to  minimise  reactive  behaviour  and  minimise  interruptions 
from extreme weather events across the Group’s operations.

In  2020,  the  Group  screened  climate  impacts  across  its  operations/
facilities  and  strategic  suppliers  (defined  by  cost  of  interruption  and 
strategic role to the Group) and reported the outcome in the 2020 Annual 
report and accounts. In 2022/2023 the Group will assess what a worst-
case scenario will look like in the short, medium, and long term.

As the work progresses, the Group will increase its knowledge base about 
the potential financial impact of extreme weather events, and appropriate 
mitigation  and  intervention  plans.  Financial  impacts,  such  as  stranded 
assets,  cost  of  interruptions  of  supply,  and  capital  investments,  will  be 
further assessed and, where material, they will be disclosed.

Climate change and strategy for transition risks and opportunities
The nature of the risks and opportunities the Group faces depends not 
only on the physical aspects of climate change, but also regulatory and 
commercial  changes  in  the  markets  in  which  the  Group  operates, 
pressures to reduce the carbon footprints of the Group’s manufacturing 
business, and the ability to shape a culture of climate action focused on 
de-carbonising the value chain. To respond to the identified climate risks 
and  opportunities,  the  Group  is  taking  enterprise-wide  actions,  and  is 
committed to:

 — Achieving  net-zero  greenhouse  gas  (GHG)  emissions  by  maximising 
energy efficiency, shifting to renewable energy sources, and investing 
in nature-based removals to compensate for any residual GHG footprint 
by 2040; and

 — Building resilience by managing the physical (sites, supply chain) and 
transitional  (regulatory,  market  and  product)  risks  and  opportunities 
from  climate  change  in  the  value  chain  through  adaptation  and 
business continuity planning.

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“ A strategic group has been 
established to support the 
delivery of sustainability and 
climate strategies.”

Through the Group’s plan to reduce to net zero by 2040 the Group looks to 
reduce GHG emissions from operations by 10% by the beginning of 2027 
and to halve emissions by 2032, on the way to achieve net zero by 2040.

Near-term targets (short to medium)

 — Become paper neutral by off-setting through investing in tree planting 

in 2022;

 — Increase waste recycling targets by 5% in 2022;

 — Gain affiliation to an external agency to assist with the Group’s long 

term sustainability plan in 2022;

 — 5% reduction in packaging waste, and 20% increase in plastic recycling 

by 2027;

 — Achieve 10% reduction in Scope 1 and Scope 2 GHG emissions by the 

beginning of 2027 from 2020 baseline;

 — 10%  of  electric  energy  to  be  fully  renewable  (non-carbon  based)  by 

2027; and

 — Switch  to  100%  fully  electric  vehicles  used  on  site  and  carbon  off-

setting by the end of 2027.

Long-term targets

 — 100% of electric energy to be renewable by 2032;

 — 10% reduction in packaging waste by 2032;

 — Achieve 50% reduction in Scope 1 and Scope 2 GHG emissions by the 

beginning of 2032 from 2020 baseline;

 — Aim  to  be  “plastic  neutral”  by  off-setting  plastics  used  with  plastics 

recycling by 2040; and 

 — Achieve  100%  reduction  (net  zero)  in  Scope  1  and  Scope  2  GHG 

emissions by the beginning of 2040 from 2020 baseline.

Governance
The  Group  has  an  established  Environmental,  Social  and  Governance 
(ESG) Committee to monitor the execution of its sustainability strategy, 
oversee  communication  of  its  sustainability  activities  with  stakeholders 
and provides input to the Board and other Committees on sustainability 
matters. During 2021, the Committee was chaired by John Dawson in his 
capacity as CEO, providing a link to the Board for regular review of ESG 
issues. Following Mr Dawson’s decision to step down as CEO in January 
2022,  the  Committee  is  chaired  by  Nick  Page,  Chief  Operating  Officer 
until the new Chief Executive Officer is appointed. The ESG Committee 
met every quarter during 2021 for an update on progress regarding the 
Group’s Climate Strategy, TCFD and other ESG targets.

The  Group’s  CEO  is  responsible  to  the  Board  for  the  management, 
development,  and  performance  of  the  business,  including  the  Group’s 
Ambition Zero Carbon and climate-related risks and opportunities.

A  strategic  group  has  been  established  to  support  the  delivery  of 
sustainability and climate strategies. The sustainability group meets on a 
regular basis and makes suggestions, publicises sustainability actions to 
be taken within Oxford Biomedica.

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In the future, the Group intends to establish a TCFD steering group with 
cross-functional  membership  (expected  to  comprise  representatives 
from  Corporate  Affairs,  Investor  Relations,  Finance  Risk  and  Reporting, 
R&D, Operations and ESG) to identify and proactively manage the physical 
and  transition  risks  and  opportunities  posed  to  the  Group  by  climate 
change. It is anticipated that this steering group would report to the Audit 
Committee and the Board.

Remuneration
In 2022, to incentivise delivery of the Group’s ESG priorities, and delivery 
of the Zero Carbon commitment was included in the Executive incentive 
arrangements  for  the  Performance  Share  Plan  (PSP)  as  part  of  the 
Corporate  objectives,  with  a  weighting  of  10%.  This  underlines  the 
importance we place on reducing the Group’s Scope 1 and Scope 2 GHG 
emissions.

Identifying and managing climate risk and opportunity
To inform the wider enterprise risk management process of any specific 
risks and opportunities posed by climate change and/or the transition to 
a low-carbon economy, the Group has integrated climate assessments 
into the overall enterprise risk management process.

Assessment of physical risks
In  2020,  the  Group’s  facilities  services  conducted  a  screening  study  of 
future  climate  scenarios  to  explore  the  Group’s  physical  climate-related 
risks  (floods,  water  scarcity,  extreme  heat,  strong  winds  and  wildfires). 
These scenarios were applied to material Oxford Biomedica sites and key 
suppliers  with  predictions  out  to  the  medium/long  term.  The  evaluated 
sites include all business-critical operations sites and the Group’s strategic 
suppliers. The outcome of these screening studies was combined with a 
revenue-based assessment for each site to identify mid- to long-term risks.

Priorities for 2022/23 include an updated review of the climate risk screening 
of the Group’s sites including the Boston, US, facility and the screening will 
incorporate detailed site level physical climate impact assessments.

Assessment of transition risks and opportunities
To meet the Paris Agreement commitments to be net-zero and restrict 
global warming to 1.5ºC, the Group needs to take a product and company 
perspective to proactively manage the risks and opportunities posed by 
the transition to a low-carbon economy.

To deliver the Group’s 2040 carbon neutral ambition, the products the 
Group  produces,  as  well  as  the  Group’s  business  will  need  to  become 
carbon neutral. 

To better understand the financial consequences of the transition into a 
low-carbon  economy  to  the  Group’s  business,  the  Group  will  need  to 
work with expert advisors to assist us in this area. Risks and opportunities 
will need to be further assessed.

Priorities  for  2022  include  identifying  an  expert  advisor  to  assist  us  in 
refining the methodology, ensuring that the climate risks associated with 
the Group are fully integrated into business planning and to assist us in 
defining a pathway for net zero by 2040.

Carbon neutral
To deliver the Group’s 2040 carbon negative 
ambition, the products the Group produces, as 
well as the Group’s business will need to become 
carbon neutral.

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Outcome of the physical and transitional assessments
In  many  cases  mitigation  measures  are  already  in  place  to  address  the 
risks  and  opportunities  presented  by  climate  change,  including  those 
posed by the transition to a low-carbon economy.

Monitoring progress
The climate emergency is a public health emergency. It is changing the 
planet irreversibly, with warming reaching critical tolerance thresholds for 
health.  Human  health  and  the  health  of  the  planet  are  deeply 
interconnected. The Group has an opportunity now to reset how we live 
and create a more sustainable world – together and without delay.

The Group reports on its greenhouse gas (GHG) emissions and actions 
taken to reduce emissions and is disclosed on pages 64 and 65 of this 
Annual report and accounts.

Recommendation

The Group’s approach

Governance
Disclose the organisations governance  
around climate-related risks and opportunities. 
–  Describe the Board’s oversight of climate-related 

risks and opportunities described

–  Describe management’s role in assessing and 

managing climate-related risks and opportunities

Strategy 
Disclose the actual and potential impacts of climate 
related risks and opportunities on the Group’s business, 
strategy and financial planning where information is 
material.
–  Describe the climate-related risks and opportunities 

the organisation has identified over the short, 
medium and long term 

–   Describe the impact of climate-related risks and 
opportunities on the organisation’s business, 
strategy, and financial planning 

–  Describe the resilience of the organisation’s strategy, 
taking into consideration different climate-related 
scenarios, including a 2°C or or lower scenario 

The Board is accountable for overseeing the delivery 
of the Group’s climate-related risk and opportunities. 
The SET is responsible for delivering on these 
objectives within their functional areas. 

The Board and the SET are supported by a cross-
functional ESG Committee which was chaired by the 
CEO in 2021 and is currently chaired by Nick Page, 
until such time as a new CEO is appointed, who work 
to define the Group’s ESG strategy and to set 
objectives and targets related to climate related risks 
and opportunities.

The Group’s environmental strategy and objectives 
are described in the Group’s Environmental, Social 
and Governance Report and the TCFD report. 

The Group is committed to minimise the impact  
of its operations on the environment by adopting 
responsible environmental practices and complying 
with applicable environmental legislation.

The Group, during 2022, is looking to develop  
a strategy to reach net zero by 2040 and details  
of current actions are described in the Annual 
report and accounts in the ESG and TCFD reports.

Further information

Corporate Governance  
(pages 77 to 137).

Environmental, Social and 
Governance Report (page 54 to 75).

TCFD report (pages 66 to 69).

Environmental, Social and 
Governance Report (pages 54 to 75).

TCFD report (pages 66 to 69).

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Risk Management
Disclose how the organisation identifies, assesses and 
manages climate-related risks.
–  Describe the organisation’s processes for identifying 

and assessing climate-related risks;

–  Describe the organisation’s process for managing 

climate-related risks; and 

–  Describe how processes for identifying, assessing 
and managing climate-related risks are integrated 
into the organisation’s overall risk management.

The Group has assessed the impact of climate change 
as part of its normal risk management process  
and concluded that there is likely to be minor future 
financial risks that would need to be managed and 
none that would materially impact its business model. 
These are described in the Risk section and the TCFD 
report in this Annual report and accounts.

This assessment is consistent with the Sustainability 
Standards Board’s (SASB) Materiality Map, which 
indicates that the issue is not likely to be material for 
the biotechnology and pharmaceutical sector.

Risks (pages 78 to 85).

TCFD report (pages 66 to 69).

Metrics and Targets
Disclose the metrics and targets to assess and manage 
relevant climate-related risks and opportunities where 
such information is material.
–  Disclose the metrics used by the organisation to 

assess climate-related risks and opportunities in line 
with its strategy and risk management process;
–  Disclose Scope 1, Scope 2 and, if appropriate,  
Scope 3 greenhouse gas (GHG) emissions, and 
related risks; and

The Group’s environmental metrics and targets are 
described in its Environmental, Social and 
Governance Report. The key targets are:

–  Minimise waste disposal from laboratories and 

manufacturing suites;

–  Reduce carbon emissions by optimising the 

Group’s energy usage;

–  Reduce packaging materials (plastics used); and

–  Describe the targets used to manage climate-related 

–  Use sustainable suppliers.

Environmental, Social and 
Governance Report (pages 54 to 75).

SECR report on GHG (pages 64 to 65).

TCFD report (pages 66 to 69).

risks and opportunities and performance against 
targets.

The Group’s Scope 1, Scope 2 and Scope 3 Green 
House Gas emissions are disclosed in the 
Environmental, Social and Governance report.

The targets that the Group uses to manage climate-
related risks and opportunities and the Group’s 
performance against targets are disclosed in the 
TCFD report in this Annual report and accounts.

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2021 ESG Innovation objectives – 
what we achieved:
 — Ensure research and innovation 
3

maintains highest ethical standards by 
the formal inclusion of ethical review 
within the New Technology and New 
Product Committees. 80% 

 — To deliver innovation that is relevant 
3

and understandable so its implications 
can be easily assessed. 100% 

 — Foster and encourage a culture of 
3

innovation to build a sustainable future 
for the Group and the wider 
community. 100% 

2022 ESG Innovation objectives:
 — Promote science and increase 

knowledge sharing through increased 
public engagement 

 — Deliver greater economy by 

maximising productivity at scale and 
reducing environmental impact

 — Continue to build strong academic 

collaborations through support for the 
ABViP programme

Innovation
The Group is committed to delivering life-changing cell and gene therapies 
to  patients  in  an  ethical  and  responsible  way.  This  will  be  achieved  by 
practicing and delivering ethical, relevant and sustainable innovation. The 
Innovation pillar has three key strategic aims: 

 — To  ensure  all  research  and  innovation  by  the  Group  maintains  the 

highest ethical standards; 

 — To  deliver  innovation  that  is  relevant  and  understandable  so  its 

implications can be easily assessed; and 

 — To foster and encourage a culture of innovation to build a sustainable 

future for the Group and the wider community. 

Ensure all research and innovation at the Group maintains the 
highest ethical standards 
The Group’s commitment to achieving the highest ethical standards has 
historically been embedded in all research and development activities and 
has  continued  to  shape  the  Group’s  platform  innovation  in  2021.  This 
objective underpins the Group’s overall ESG mission to deliver life-changing 
gene therapies to patients in an ethical and socially responsible way.

An  ethical  review  process  for  the  New  Technology  and  New  Product 
Committees has been drafted and will be implemented in 2022. Ethical 
review already takes place as part of the Group’s review of research and 
innovation  activities,  however  this  represents  a  formalised  inclusion  of 
ethical  review  considerations.  In  2022,  an  additional  focus  of  the  New 
Technology Committee will be on identifying and prioritising innovation 
around  process  intensification  to  produce  therapeutic  viral  vectors  in 
sufficient quantities to meet clinical and commercial demands in a more 
economical and environmentally sustainable way.

Deliver innovation that is relevant and understandable so its 
implications can be easily assessed
In 2020, the Group developed three new tools for innovation to aid the 
innovation process. During the course of 2021, the Group implemented 
these tools:

 — A  technology  roadmap  designed  to  ensure  the  smooth  and  timely 

progression of new technologies to commercialisation;

 — A  new  technology  profile  (NTP)  to  document  the  key  stages  and 

decision points of the technology development process; and

 — A decision matrix scoring which will evaluate promising technologies 
and to officially transition them to governance by the New Technology 
Committee.

These  tools  have  been  used  to  prioritise  and  expedite  the  process  of 
commercialising new programmes and technologies and allow the Group 
to track the development process with greater clarity and granularity. This 
has  resulted  in  the  formation  of  coordinated  cross  functional  project 
teams  focused  on  the  delivery  of  technologies  from  research  and 
development to commercial application.

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Foster and encourage a culture of innovation to build a sustainable 
future for the Group and the wider community 
In 2021, the Group continued to work with In2Science who help children 
from disadvantaged backgrounds enter STEM subjects in higher education. 
The group sponsored five students during the year with Oxford Biomedica 
employees also participating in mentoring sessions to offer insights and 
guidance on pursuing a career in STEM industries. 

The  Group  has  committed  to  support  PhD  studentships  through  the 
Biotechnology  and  Biological  Sciences  Research  Council  (BBSRC) 
Collaborative Training Partnership (CTP) in Advanced Bioscience of Viral 
Products (ABViP). This multidisciplinary training programme will help foster 
the  next  generation  of  bioscience  leaders  and  advance  research  in  the 
area of viral vectors for future gene therapies and vaccines. The programme 
is led by Oxford Biomedica and involves both UCL and University of Oxford 
as academic institutions. Over the course of three years, 24 students will 
start on the ABViP CTP (18 CTP-funded studentships, six partner-funded 
studentships). 

The primary focus of the Group’s ESG innovation objectives for 2022 will 
be on continuing to foster and encourage a culture of innovation to build 
a sustainable future for the Group and the wider community. The Group 
intends to continue to support outreach programmes such as In2Science, 
to  promote  STEM  careers  as  a  viable  route  for  school  children  from 
demographics  that  have  a  low  representation  in  higher  education, 
particularly in STEM subjects. The Group is also committed to ensuring the 
BBSRC  CTP  programme  is  a  success  and  fully  engage  with  academic 
partners and the research council to ensure the best support is provided 
for the next generation of research leaders coming through the programme.

“ The primary focus of the 
Group’s ESG innovation 
objectives for 2022 will 
be on continuing to foster 
and encourage a culture 
of innovation to build 
a sustainable future for 
the Group and the wider 
community.”

Studentships
The group has committed to support a multidisciplinary 
training which will help foster the next generation  
of bioscience leaders and advance research in the area 
of viral vectors for future gene therapies and vaccines.

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2021 ESG Supply chain objectives – 
what we achieved:
 — To launch a code of conduct for 
3

suppliers. 50%

 — To create a supplier page on the 
3

Group’s website. 10%

 — To benchmark the Group’s suppliers 
3
and provide suppliers with feedback. 
100%

2022 ESG Supply Chain Objectives:
 — To incorporate the new code of 

conduct for suppliers into all new 
contractual supply relationships

 — To publish the new code of conduct 
on the Group’s website including the 
Group’s supply chain requirements 

Supply chain 
The Group is committed to building a supply chain that delivers commercial 
benefit to the business, while meeting its goal of sustainability. It is intended 
that this will continue to be achieved through establishing and maintaining 
robust supplier relationships and ensuring that their conduct supports the 
Group’s  principles  for  openness,  ethics  and  resilience  in  the  face  of 
environmental changes. 

The Group looks to pay all its suppliers within 30 days of the invoice being 
received.  In  2021,  the  Group  managed  to  pay  95%  of  suppliers’  invoices 
within 30 days, continuing its positive track record since 2020, where this 
figure was 94%.

The Group has two main ESG supply chain objectives for 2022, which build 
on the progress made during 2021 on these areas. The objectives comprise 
the launch of a code of conduct for suppliers and the creation of a supplier 
page on the Group’s website www.oxb.com.

In 2021, the Group successfully sourced new ethical GMP grade suppliers 
for  PPE,  amidst  a  challenging  environment  with  unprecedented  global 
demand  for  PPE  during  the  pandemic.  New  supplier  relationships  were 
formed  to  support  the  production  of  the  adenovirus-based  Oxford 
AstraZeneca COVID-19 vaccine, enabling the Group to increase bioreactor 
capacity from 200L to 1000L at short notice to accelerate vaccine rollout.

Launch a code of conduct for suppliers working with the Group and 
create a supplier page for the Group’s website
The  Group  is  committed  to  ensuring  that  its  suppliers  adhere  high 
standards  of  safe  working  conditions,  fair  and  respectful  treatment  of 
employees, and ethical practices. As part of its due diligence process for 
new  suppliers,  the  Group  refers  to  ethical  supply  chain,  environmental 
impact, slave and child labour and sustainability issues.

Significant progress was made towards a formalised code of conduct for 
suppliers  in  2021.  The  Group  undertook  market  research,  including 
consulting with industry leaders and reviewing their codes of conduct, in 
order  to  identify  best  practices.  The  new  formal  code  of  conduct  for 
suppliers has been developed and reviewed internally, and is expected to 
be approved and published on a new supplier page on the Group’s website 
www.oxb.com in 2022.

A review of existing supplier relationships is planned to take place and the 
new code of conduct to be incorporated into all new contractual supply 
relationships moving forwards. 

Benchmark suppliers
The Group has Quarterly Strategic Supplier Reviews in place for key suppliers. 
This  built  on  the  existing  procurement  and  supply  chain  management 
processes and provides a formal supplier feedback programme, providing 
suppliers  with  feedback  on  their  performance  against  expectations.  The 
Group has elected to introduce a further level of review by benchmarking 
the Group’s suppliers and creating a ranking system, which scores suppliers 
against  four  key  performance  indicators  (KPIs);  delivery  time,  quality  of 
products, number of supply complaints and price.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
“ During 2021, an anti-
bribery and anti-corruption 
review was undertaken by 
an independent external 
consultant. The consultant 
found that there was a strong 
culture of ’doing the right 
thing’.”

Clinical trials
Oxford Biomedica’s clinical trials are in accordance 
with the relevant legislation and guidelines thereby 
providing assurance that the data and reported results 
are credible and accurate, and that the rights, integrity, 
and confidentiality of trial patients are protected.

4
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Strategic Report 
Environmental, Social and Governance Report

Governance

Integrity and Ethics
Oxford  Biomedica  is  committed  to  the  highest  standards  of  ethical 
conduct and integrity in its business activities in the UK and overseas.

Anti-bribery
Oxford Biomedica’s policy on preventing and prohibiting bribery is in full 
accordance with the UK Bribery Act 2010 as well as other relevant overseas 
legislation  and  all  employees  receive  training  in  this  matter.  Oxford 
Biomedica does not tolerate any form of bribery by, or of, its employees, 
agents  or  consultants  or  any  person  or  body  acting  on  its  behalf.  This 
prohibition  includes  the  prohibition  of  facilitation  payments  made  to 
government officials for carrying out or speeding up routine procedures. 
Senior management is committed to implementing effective measures to 
prevent, monitor and eliminate bribery. 

During 2021, an anti-bribery and anti-corruption review was undertaken 
by  an  independent  external  consultant.  The  consultant  reviewed  the 
current policies and procedures and met with the Board and 17 members 
of the senior management team within Oxford Biomedica to understand 
how  such  policies  and  procedures  were  implemented.  The  consultant 
found  that  there  was  a  strong  culture  of  “doing  the  right  thing”  within 
Oxford Biomedica. Following the review, it was agreed that, in order to 
reinforce the current policies and procedures, additional training would 
be arranged for employees during the course of 2022.

Oxford  Biomedica  Solutions  is  committed  to  complying  with  the  U.S. 
Foreign  Corrupt  Practices  Act  (the  “FCPA”)  and  other  applicable  anti-
corruption laws and has an employee-facing policy to maintain compliance 
with such laws.

Whistleblowing
Oxford  Biomedica’s  compliance  activities  include  the  prevention  and 
detection  of  misconduct  through  policy  implementation,  training  and 
monitoring.  As  part  of  this  effort,  Oxford  Biomedica  employees  are 
encouraged to report suspected cases of misconduct in confidence and 
without  fear  of  retaliation.  Concerns  and  allegations  are  thoroughly 
investigated  with  disciplinary  action  taken  where  necessary,  up  to  and 
including dismissal and reporting to relevant authorities.

An  anonymous  confidential  reporting  channel  is  provided  for  both  UK 
and US-based employees, and there are procedures to protect whistle-
blowers.

Clinical trials
Oxford Biomedica instils transparency, safety and ethics in all aspects of 
its business, including the design and conduct of its clinical trials. Oxford 
Biomedica’s  trials  are  designed  with  patient  safety  as  a  paramount 
concern  and  the  protocols  are  agreed  with  the  relevant  national 
regulatory authorities, as well as local ethics committees and institutional 
review boards at clinical trial sites, before any patients are treated. Oxford 
Biomedica has standard operating procedures in place under a controlled 
Quality  Management  System  to  ensure  compliance  with  appropriate 
legislation for Good Clinical Practice (GCP) as well as the internationally 
accepted guidelines for the conduct of ethical clinical trials, specifically 
ICH-GCP and the Declaration of Helsinki.

Quality  Assurance  (QA)  audits  are  undertaken  to  give  independent 
assurance  that  the  practices  and  procedures  undertaken  for  Oxford 
Biomedica’s clinical trials are in accordance with the relevant legislation 
and guidelines thereby providing assurance that the data and reported 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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“ The Group’s principles ensure 
that animal testing is only 
employed when necessary 
and where there are no 
alternatives.”

results  are  credible  and  accurate,  and  that  the  rights,  integrity,  and 
confidentiality of trial patients are protected. The QA function at Oxford 
Biomedica puts in place an annual GCP risk-based audit strategy which 
is reviewed on a quarterly basis.

Oxford Biomedica’s standard operating procedures and the legislative 
framework also covers the risk assessment procedures of the company’s 
trials. These assessments include consideration of any specific risks to 
the patient population proposed for the clinical trials especially if any trial 
were to include vulnerable patients.

Oxford  Biomedica  is  committed  to  transparency,  and  information  
on ongoing clinical trials is provided on the website. Relevant trials in the 
EU and EEA are automatically posted on the EU Clinical Trials Register 
(www.clinicaltrialsregister.eu) and Oxford Biomedica discloses its trials 
on a US government-sponsored website (www.clinicaltrials.gov).

Human rights and anti-slavery
Oxford Biomedica fully respects human rights and conducts its business in 
accordance with the letter and spirit of UK Human Rights legislation and 
the UK Modern Slavery Act 2015. The Board of Directors has approved a 
Modern Slavery Transparency Statement in compliance with section 54 of 
the UK Modern Slavery Act, which can be downloaded from the Group’s 
website www.oxb.com. Many of Oxford Biomedica’s facilities are located 
in the UK, where its policies accord with human rights regulations and its 
supply chain operates in territories with strong commitments to human 
rights safeguarding. Oxford Biomedica Solutions is based in the US and is 
committed to ensuring its business practices are conducted in compliance 
with all applicable federal and state legislation in relation to the preservation 
of human rights and prevention of human trafficking.

Animal testing
It is a regulatory requirement that all new therapeutic products must be 
appropriately tested for safety before they are administered to patients, 
and there is currently no alternative to using animal models as part of this 
process.

Oxford Biomedica is committed to following the principles of the three 
“Rs” in safety testing: replacement, refinement, and reduction of animal 
testing. These principles ensure that animal testing is only employed when 
necessary and where there are no alternatives. This includes the following 
strategies:

(i) Minimising the use of animal models by cross-referring LentiVector® 
platform data packages for regulatory authorities.

(ii) Optimising in vitro work with models with multiple configurations, with 
only the best candidates being moved to in vivo.

(iii) Maximising  the  use  of  cell  lines,  human  organoids  and  making  use  
of  primary  tissue  where  possible  in  R&D  work  to  reduce  the  need  for  
in vivo testing.

In addition to this, Oxford Biomedica only works with Contract Research 
Organisations (CROs) that are accredited to international ethical bodies. 
Each institution has an internal ethical review of the preclinical work to be 
conducted  (Institutional  Animal  Care  and  Usage  Committee),  and  the 
CROs  have  international  accreditation  with  AAALAC  (Association  for 
Assessment and Accreditation of Laboratory Animal Care).

The  New  Product  Committee  approves  preclinical  projects  reviewing 
design and animal numbers, and includes ethical review considerations.  
A  formalised  ethical  review  process  for  the  New  Product  Committee  
has been drafted and will be implemented in 2022. 

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
6 Strategic Report 

7

Non-financial statement

The Group aims to comply with the Non-Financial Reporting requirements contained in section 414CA and 414CB  
of the Companies Act 2006. The table below, and information it refers to, is intended to help stakeholders understand 
the Group’s position on key non-financial matters. 

Requirement

Environment

Policies and standards which govern  
the Group’s approach

–  Environment statement
–  Environmental, Society and Governance 

policy 

–  Health and safety policy

Risk management and additional information

Health and Safety disclosures on page 57; Stakeholders 
pages 18 to 19; Environment, greenhouse gas emissions on 
page 65.

Employees

– Equal opportunities policy

Stakeholders pages 18 to 19; People page 57; Employee 
numbers by gender page 59; Board engagement with the 
business page 58; Diversity page 59; CEO’s remuneration 
compared to employees page 120; Gender pay gap report 
page 59 and published on the Group’s website.

Human rights

Social matters

– Privacy Notice
–  Whistleblowing policy
–  IT and information security policy

Review and approval of the Group’s modern slavery and 
human trafficking statement page 75;  
Stakeholders pages 18 to 19; Whistleblowing page 74.

The Group has an Environmental, Society and 
Governance Policy (previously known as the 
Responsible Business policy), which covers 
the Group’s way of working with employees, 
customers/suppliers, patients, the local 
community and the environment.

Stakeholders pages 18 to 19; engaging with the local 
community and charitable work page 62; Environmental, 
Society and Governance pages 54 to 75.

Anti-corruption and 
anti-bribery

– Anti-bribery policy 

Anti-corruption/anti-bribery page 74.

Policy embedding due diligence 
and outcomes

Principal risks and impact  
on business activity

Governance framework and structure page 89;  
Board activity during the year page 91; Audit Committee 
report page 94.

Principal risks and effective management pages 78 to 85; 
Audit Committee report page 94; Risk management and 
regulatory disclosure pages 78 to 85.

Description of business model

The Group’s business model pages 16 to 17.

Non-financial key performance 
indicators

The Group at a glance pages 12 to 13; Operational 
highlights pages 22 to 23; Stakeholders pages 18 to 19.

The Strategic Report on pages 12 to 76 was approved by the Board on 20 April 2022 and signed on its behalf by 

Dr. Roch Doliveux
Chair and Interim Chief Executive Officer

Oxford Biomedica plc | Annual report and accounts 2021 
  
 
1  Saving lives  

  through innovation 

2 

  Innovating viral vectors  
to an industrial level 
  4  Expanding our innovative  
  process development and  
  manufacturing services
  6  Transforming science  

into life-saving healthcare

  8  Market overview

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  24 

  11  Strategic Report
  12  Group at a glance
  14  Product pipeline
  16  The Group’s business model
  18  The Group’s stakeholders
  22 

 Operational highlights  
delivered in 2021
 Financial highlights  
delivered in 2021
  26  Chair’s statement
  30  2021 performance review
  38  Management team
  40  Delivery of 2021 Objectives
  42  Objectives set for 2022
  44  Financial review
  54 

 Environmental, Social  
and Governance Report
  76  Non-financial statement

  77  Corporate Governance 
  78 

 Principal risks, uncertainties  
and risk management

  86  Board of Directors
  88  Corporate Governance Report
  104  Directors’ Remuneration Report
  130  Directors’ Report

  137  Independent auditors’ report 

 147  Group financial statements
  148 

 Consolidated statement  
of comprehensive income
  149  Statement of financial positions 
  150  Statements of cash flows
  151 

 Statements of changes in equity 
attributable to owners of the parent
 Notes to the consolidated  
financial statements

  152 

 187  Other matters 
  187  Glossary
  190  Advisors and contact details

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Corporate Governance
Principal risks, uncertainties and risk management

The Group is exposed to a range of risks. Some of them are specific to the Group’s current operations, others are 
common to all development-stage biopharmaceutical companies. The Directors have carried out a robust assessment 
of the emerging and principal risks facing the Group, including those, which could threaten its business model, future 
performance, solvency or liquidity.

The  Group  operates  in  the  cell  and  gene  therapy  biotechnology  sector  which,  by  its  nature,  is  relatively  high  risk 
compared  with  other  industry  sectors.  During  2021,  there  have  only  been  a  few  additional  cell  and  gene  therapy 
products  that  have  been  approved  for  commercial  use  and,  consequently,  there  are  still  significant  financial  and 
development risks in the sector, and the regulatory authorities have shown caution in their regulation of such products. 

Risk assessment and evaluation is an integral and well-established part of the Group’s management processes. The 
Group’s risk management framework incorporates the implementation of a mitigation strategy, each tailored to the 
specific risk in question. The Group has taken the decision to disclose the steps it has taken to mitigate the risks facing 
its operations during the period as described in the prior year approach to the disclosure of risks.

Risk management framework

The Group’s risk management framework is as follows:
 — Board of directors – the Board has overall responsibility for risk management, determining the Group’s risk tolerance, 
and for ensuring the maintenance of a sound system of internal control. The Board considers risk in the context of 
its agenda items at each of its formal meetings, of which there at least six annually. However, twice a year, in March 
and September, a full presentation to the Board on risk is provided by the Risk Management Committee. The risk 
management processes are the responsibility of the Senior Executive Team (SET) with emerging risks identified by 
horizon scanning and discussed at the Risk Management Committee. The Audit Committee monitors the processes 
and their implementation as well as reviewing the Group’s internal financial controls and the internal control systems. 
The  Audit  Committee  also  monitors  the  integrity  of  the  financial  statements  of  the  Group  and  any  formal 
announcements relating to the Group’s financial performance, reviewing significant financial reporting judgements 
contained in them. 

 — Senior Executive Team (SET) – During 2021, the SET generally met every week, with twice monthly-extended SET 
sessions to discuss current business issues and consider relevant risks. The SET also held regular COVID-19 update 
sessions. At least twice a year, the SET meets with representatives from the Risk Management Committee to consider 
the operational risk management processes and risks identified.

 — Key  management  committees  –  the  Group  currently  has  three  key  management  sub-committees  which  meet 
monthly and through which much of the day-to-day business is managed. These are the extended Operational 
Leadership  Team  (which  incorporates  the  Quality  and  Manufacturing  Operations  Committee),  the  Product 
Development Committee and the Technical Development Committee. SET members attend these meetings and risk 
management is a key feature of each sub-committee.

 — Risk Management Committee – the Group has a Risk Management Committee comprising senior managers from 
each area of the business and chaired by the Chief of Staff. This group meets quarterly with a remit to identify and 
assess risks in the business and to consider mitigation and risk management steps that can be taken. The risk register 
is regularly reviewed by the SET and key risks are highlighted to the Board at each formal meeting.

 — Standard Operating Procedures – all areas of the business have well established Standard Operating Procedures 
(SOPs) which are required be followed to minimise the risks inherent in the business operations. Where these are 
required for GMP, GCP and GLP any deviations from the SOPs must be identified and investigated. Compliance with 
such SOPs are routinely subject to audit by the relevant regulators and customers. Other SOPs, such as financial 
processes, are also subject to audits.

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Key risks specific to the Group’s current operations

Pharmaceutical product development risks
To develop a pharmaceutical product, it is necessary to conduct pre-clinical studies and human clinical trials for product 
candidates to demonstrate safety and efficacy. The number of pre-clinical studies and clinical trials that will be required 
varies depending on the product candidate, the indication being evaluated, the trial results and the regulations applicable 
to the particular product candidate. In addition, the Group or its partners will need to obtain regulatory approvals to 
conduct clinical trials and bioprocess drugs before they can be marketed. This development process takes many years. 
The Group may fail to develop successfully a product candidate for many reasons, including:

 — Failure to demonstrate long-term safety;

 — Failure to demonstrate efficacy;

 — Failure to develop technical solutions to achieve necessary dosing levels or acceptable delivery mechanisms;

 — Failure to establish robust bioprocessing processes;

 — Failure to obtain regulatory approvals to conduct clinical studies or, ultimately, to market the product; and

 — Failure to recruit sufficient patients into clinical studies.

The failure of the Group to successfully develop a product candidate could adversely affect the future profitability of 
the Group. There is a risk that the failure of any one product candidate could have a significant and sustained adverse 
impact on the Group’s share price. There is also the risk that the failure of one product candidate in clinical development 
could have an adverse effect on the development of other product candidates, or on the Group’s ability to enter into 
collaborations in respect of product candidates.

The Group has accepted this risk but looks to mitigate via several product candidates in the pipeline and to collaborate 
with other larger more experienced partners on product development.

(i) Safety risks
Safety issues may arise at any stage of the drug development process. An independent drug safety monitoring board 
(DSMB), the relevant regulatory authorities or the Group itself may suspend or terminate clinical trials at any time. There 
can  be  no  assurances  that  any  of  the  Group’s  product  candidates  will  ultimately  prove  to  be  safe  for  human  use. 
Adverse or inconclusive results from pre-clinical testing or clinical trials may substantially delay, or halt, the development 
of product candidates, consequently affecting the Group’s timeline for profitability. The continuation of a particular 
study after review by the DSMB or review body does not necessarily indicate that all clinical trials will ultimately be 
successfully completed. The Group has accepted this risk but looks to mitigate the impact as much as possible through 
careful assessment of any safety issues arising from the product early in the development process and to stop the 
development if required.

(ii) Efficacy risks
Human clinical studies are required to demonstrate efficacy in humans when compared against placebo and/or existing 
alternative therapies. The results of pre-clinical studies and initial clinical trials of the Group’s product candidates do not 
necessarily predict the results of later stage clinical trials. Unapproved product candidates in later stages of clinical trials 
may fail to show the desired efficacy despite having progressed through initial clinical trials. There can be no assurance 
that the efficacy data collected from the pre-clinical studies and clinical trials of the Group’s product candidates will be 
sufficient to satisfy the relevant regulatory authorities that the product should be given a marketing authorisation. The 
Group  has  accepted  this  risk  but  looks  to  mitigate  the  impact  as  much  as  possible  through  consultation  with  the 
regulatory authorities early in the development process to determine what is required for market authorisation.

(iii) Technical risks
During the course of a product’s development, further technical development may be required to improve the product 
candidate’s characteristics such as the delivery mechanism or the bioprocessing process. There is no certainty that 
such technical improvements or solutions can be identified. The Group continues to innovate in this area using its R&D 
expertise in collaboration with its customers to mitigate this risk.

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Corporate Governance
Principal risks, uncertainties and risk management

(iv) Bioprocessing process risk
There can be no assurance that the Group’s product candidates will be capable of being produced in commercial 
quantities  at  acceptable  cost.  The  Group’s  LentiVector®  and  AAV  platform  product  candidates  use  specialised 
bioprocessing processes for which there are only a few suitable bioprocessors including the Group itself. There can be 
no assurance that the Group will be able to bioprocess the Group’s product candidates at an economically viable cost 
or that contractors who are currently able to bioprocess the Group’s product candidates will continue to make capacity 
available at economic prices, or that suitable new contractors will enter the market. Bioprocessing processes that are 
effective and practical at the small scale required by the early stages of clinical development may not be appropriate at 
the larger scale required for later stages of clinical development or for commercial supply. There can be no assurance 
that the Group will be able to adapt current processes or develop new processes suitable for the scale required by later 
stages of clinical development or commercial supply in a timely or cost-effective manner, nor that contract bioprocessors 
will be able to provide sufficient bioprocessing capacity when required. The Group continues to monitor and review the 
platform and production processes to ensure that innovative steps are taken to increase production yields.

(v) Regulatory risk
The clinical development and marketing approval of the Group’s product candidates and the Group’s bioprocessing 
facility, are regulated by healthcare regulatory agencies, such as the FDA (USA), EMA (Europe) and MHRA (UK). During 
the  development  stage,  regulatory  reviews  of  clinical  trial  applications  or  amendments  can  prolong  development 
timelines. Similarly, there can be no assurance of gaining the necessary marketing approvals to commercialise products 
in development. Regulatory authorities may impose restrictions on a product candidate’s use or may require additional 
data before granting approval. If regulatory approval is obtained, the product candidate and bioprocessor will be subject 
to continual review and there can be no assurance that such an approval will not be withdrawn or restricted. The 
Group’s  laboratories,  bioprocessing  facility  and  conduct  of  clinical  studies  are  also  subject  to  regular  audits  by  the 
MHRA and the FDA to ensure that they comply with GMP, GCP and GLP standards. Failure to meet such standards could 
result in the laboratories or the bioprocessing site being closed or the clinical studies suspended until corrective actions 
have been implemented and accepted by the regulator. The Group consults with the regulator early in the development 
process to understand any concerns identified and looks to remedy these before they become a major issue.

(vi) Failure to recruit sufficient patients into clinical studies
Clinical trials are established under specific protocols which specify how the trials should be conducted. Protocols 
specify the number of patients to be recruited into the study and the characteristics of patients who can and cannot be 
accepted into the study. There is a risk that it proves difficult in practice to recruit the number of patients with the 
specified characteristics, potentially causing delays or even abandonment of the clinical study. This could be caused by 
a variety of reasons, such as the specified characteristics being too tightly defined resulting in a very small population 
of suitable patients, or the emergence of a competing drug, either one that is approved or another drug in the clinical 
stage of development.

The threats from the above product development risks are inherent in the pharmaceutical industry. The Group aims to 
mitigate these risks by employing experienced staff and other external parties, such as contract research organisations, 
to plan, implement and monitor its product development activities and to review progress regularly in the Group’s 
Product Development Committee.

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Bioprocessing revenue risk
The  Group  receives  significant  revenues  from  bioprocessing  lentiviral  vectors,  AAV  vectors  and  adenovirus-based 
vaccines for third parties. Bioprocessing of lentiviral vectors, AAV vectors and adenovirus-based vaccines is complex 
and bioprocessing batches may fail to meet the required specification due to contamination or inadequate yield. Failure 
to deliver batches to the required specification may lead to loss of revenues. Furthermore, the Group relies on third 
parties, in some cases sole suppliers, for the supply of raw materials and certain out-sourced services. If such suppliers 
perform in an unsatisfactory manner, it could harm the Group’s business. The Group’s bioprocessing and analytical 
facilities are subject to regular inspection and approval by regulators and customers. Failure to comply with the standards 
required could result in production operations being suspended until the issues are rectified with the potential for loss 
of revenue.

As the Group’s revenues from bioprocessing continue to grow, the risk to the Group has increased as a result in the last 
twelve  months.  The  Group  mitigates  the  risk  of  failing  to  meet  required  specifications  by  investing  in  high  quality 
facilities, equipment and employees and, in particular, in quality management processes. In addition, the Group mitigates 
the supply chain issues in the UK with looking to source second suppliers and stockpile three months of critical material 
supplies.  The  Group  plans  to  mirror  its  approach  of  mitigating  supply  chain  risk  in  the  US  by  ensuring  that  Oxford 
Biomedica Solutions continues to stockpile several months’ worth of critical material supplies and source back-up 
sources of supplies The Group has also asked key suppliers to hold stocks in UK warehouses to cover any immediate 
supply issues. Outsourcing of fill and finish has also been seen as a risk but the Group is looking to bring this in-house 
to have more control on the process.

Collaborator and partner risk
The Group has entered several collaborations and partnerships, involving the development of product candidates by 
partners in which the Group has a financial interest through IP licences. Failure of the Group’s partners to continue to 
develop the relevant product candidates for any reason could result in the Group losing potential revenues. The Group 
looks to mitigate this risk through having a close relationship with its partners via steering group meetings that look at 
candidate selection and progression.

Business development
The Group may seek to out-license or spin out its in-house product development programmes into externally funded 
vehicles and may seek to develop strategic partnerships for developing certain of the Group’s other product candidates. 
The Group may not be successful in its efforts to build these third-party relationships, which may cause the development 
of the products to be delayed or curtailed. The Group has enhanced the commercial development function within the 
Group and is thus putting significant resources behind the effort to find good strategic partners to assist in developing 
the Group’s other product candidates.

The Group has looked to mitigate its dependency and the associated risk of its partnerships being lentiviral dependent 
by expanding into other viral vector areas including adenovirus and AAV. This mitigation was exemplified via the Group’s 
establishment in early 2022 of Oxford Biomedica Solutions a new US based subsidiary AAV manufacturing and innovation 
business, based near Boston, Massachusetts, US.

The Group is building a revenue generating business by providing its LentiVector® and AAV platform to third parties in 
return  for  revenues  derived  from  process  development,  bioprocessing  and  future  royalties.  The  Group  may  be 
unsuccessful in building this business for reasons including: 

a)  Failing to maintain a leadership position in lentiviral vector technology or failing to develop a leading position in AAV 

technology;

b) Becoming uncompetitive from a pricing perspective; and 

c) Failure to provide an adequate service to business partners and collaborators.

The  Group  is  continuing  to  invest  in  its  LentiVector®  and  AAV  technology  to  reduce  this  risk,  and  takes  customer 
relationship management extremely seriously to ensure that customers and partners receive the service they expect, as 
indicated by the Group on pages 30 to 33 of the Annual report and accounts.

Attraction and retention of highly skilled employees
The Group depends on recruiting and retaining highly skilled employees to deliver its objectives and meet its customers’ 
needs. The market for such employees is increasingly competitive, especially in the Boston area in the US, and failure 
to recruit or to retain employees with the required skills and experience could adversely affect the Group’s performance. 
The Group mitigates this risk by creating an attractive working environment and conducting benchmarking reviews to 
ensure that the remuneration package offered to employees is comparable with competing employers in the relevant 
jurisdiction as indicated by the Group on pages 58 to 60 of the Annual report and accounts.

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Corporate Governance
Principal risks, uncertainties and risk management

Broader business risks which are applicable to the Group
The broader business risks, which the Group face as outlined below are important and the Group looks to identify these 
risks early through a horizon scanning project with the assistance of external healthcare consultants and then outlines 
actions for the business development team, the SET and ultimately the Board to follow by way of mitigation. 

Cell and gene therapy risk
The Group’s commercial success, both from its own product development and from supporting other companies in 
the sector, will depend on the acceptance of cell and gene therapy by the medical community and the public for the 
prevention and/or treatment of diseases. To date there are only a small number of gene therapy products which have 
been approved either in Europe and/or in the US. Furthermore, specific regulatory requirements, over and above those 
imposed on other products, apply to cell and gene therapies and there can be no assurance that additional requirements 
will not be imposed in the future. This may increase the cost and time required for successful development of cell and 
gene therapy products. The Group looks to mitigate this risk through market assessments of the product development 
pathway and conducts pricing and reimbursement studies for the cell and gene therapy product.

Rapid technical change
The  cell  and  gene  therapy  sector  is  characterised  by  rapidly  changing  technologies  and  significant  competition. 
Advances in other technologies in the sector could undermine the Group’s commercial prospects. The Group looks to 
mitigate this risk through a horizon scanning project to identify the competition and technology advances in the sector 
and to develop either in-house or via in-licensing, new technologies for the Groups products and platform.

Longer-term commercialisation risks
In the longer term, the success of the Group’s product candidates and those of its partners will depend on the regulatory 
and commercial environment several years into the future. Future commercialisation risks include:

 — The  emergence  of  new  and/or  unexpected  competitor  products  or  technologies.  The  biotechnology  and 
pharmaceutical industries are subject to rapid technological change which could affect the success of the Group’s 
product candidates or make them obsolete;

 — Regulatory authorities becoming increasingly demanding regarding efficacy standards or risk averse regarding safety;

 — Governments or other payers being unwilling to pay for/reimburse gene therapy products at a level which would 
justify the investment. Based on clinical studies to date, the Group’s LentiVector® platform product candidates have 
the unique potential to provide permanent therapeutic benefit from a single administration. The pricing of these 
therapies will depend on assessments of their cost-benefit and cost effectiveness; and 

 — The willingness of physicians and/or healthcare systems to adopt new treatment regimes.

Any or all of these risks could result in the Group’s future profitability being adversely affected as future royalties and 
milestones from commercial partners could be reduced. The Group looks to mitigate this long term commercialisation 
risk through a horizon scanning project in order to identify the competition and technology advances early, consult 
with regulatory authorities on a regular basis and perform pricing and reimbursement studies on the Group’s products 
to identify any serious issues in advance.

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Intellectual property and patent protection risk
The Group’s success depends, amongst other things, on maintaining proprietary rights to its products and technologies 
and the Board gives high priority to the strategic management of the Group’s intellectual property portfolio, with the 
Board monitoring actions to bolster the intellectual property portfolio as appropriate from time to time. However, there 
can be no guarantee that the Group’s product candidates and technologies are adequately protected by intellectual 
property. Furthermore, if the Group’s patents are challenged, the defence of such rights could involve substantial costs 
and an uncertain outcome.

Third  party  patents  may  emerge  containing  claims  that  impact  the  Group’s  freedom  to  operate.  There  can  be  no 
assurance that the Group will be able to obtain licences to these patents at reasonable cost, if at all, or be able to 
develop or obtain alternative technology. Where copyright, design right and/or “know how” protect the Group’s product 
candidates or technology, there can be no assurance that a competitor or potential competitor will not independently 
develop the same or similar product candidates or technology.

Rights of ownership over and rights to license and use intellectual property depend on a number of factors, including 
the circumstances under which the intellectual property was created and the provisions of any agreements covering 
such intellectual property. There can be no assurance that changes to the terms within licence agreements will not 
affect the entitlement of the Group to the relevant intellectual property or to license the relevant intellectual property 
from others.

Financial risks

(a) Product liability and insurance risk
In carrying out its activities the Group potentially faces contractual and statutory claims or other types of claim from 
customers, suppliers and/or investors. The Group monitors these potential claims on an ongoing basis and undertakes 
mitigating actions, which include taking expert advice on the validity of the claim and using insurance coverage against 
the claim to cover any loss as required. In addition, the Group is exposed to potential product liability risks that are 
inherent  in  the  research,  pre-clinical  and  clinical  evaluation,  bioprocessing,  marketing  and  use  of  pharmaceutical 
products.  While  the  Group  is  currently  able  to  obtain  insurance  cover,  there  can  be  no  assurance  that  any  future 
necessary insurance cover will be available to the Group at an acceptable cost, if at all, or that, in the event of any claim, 
the level of insurance carried by the Group now or in the future will be adequate, or that a product liability or other claim 
would not have a material and adverse effect on the Group’s future profitability and financial condition.

(b) Foreign currency exposure
The Group records its transactions and prepares its financial statements in pounds sterling, but some of the Group’s 
income from collaborative agreements and patent licences is received in US dollars and the Group incurs a proportion 
of its expenditure in US dollars and the Euro. Following the establishment of Oxford Biomedica Solutions, the Group 
expects  that  the  proportion  of  income  received  in  US  dollars  and  expenditure  incurred  in  US  dollars  will  increase 
significantly. During 2021, the Group’s cash balances were predominantly held in pounds sterling, although the Group’s 
Treasury Policy permits cash balances to be held in other currencies to hedge foreseen foreign currency expenses. 
The Group keeps this unhedged position under constant review. To the extent that the Group’s foreign currency assets 
and potential liabilities are not matched, fluctuations in exchange rates between pounds sterling, the US dollar and the 
Euro may result in realised and unrealised gains and losses on translation of the underlying currency into pounds 
sterling that may increase or decrease the Group’s results of operations and may adversely affect the Group’s financial 
condition, each stated in pounds sterling. In addition, if the currencies in which the Group earns its revenues and/or 
holds its cash balances weaken against the currencies in which it incurs its expenses, this could adversely affect the 
Group’s future profitability.

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Corporate Governance
Principal risks, uncertainties and risk management

Loan facility
The Group entered into a $85 million short term loan facility in March 2022 provided by Oaktree Capital Management, 
secured on the Group’s assets. Failure to comply with the terms of the loan agreement could potentially place the 
Group in default, which could adversely affect the Group’s business operations, financial position and prospects.

Special interest groups and adverse public opinion 
During 2021, the Group continued to perform large-scale commercial manufacture of the adenovirus-based Oxford 
AstraZeneca COVID-19 vaccine. Such work can be subject to adverse public opinion and has attracted the attention of 
special interest groups, including those opposed to vaccination programmes, also referred to as “anti-vaxxers”. To date, 
the Group has not been targeted by anti-vax campaigners, but there can be no assurance that such groups will not, in 
the  future,  focus  on  the  Group’s  activities,  or  that  any  such  public  opinion  would  not  adversely  affect  the  Group’s 
operations. Adverse publicity about the Group, its role in the manufacture of the adenovirus-based Oxford AstraZeneca 
COVID-19 vaccine, or any other part of the industry may hurt the Group’s public image, which could harm its operations, 
cause its share price to decrease or impair its ability to gain market acceptance for its products. The Group has looked 
to mitigate this risk through assistance from the UK government (Centre for Protection of National Infrastructure) on 
the protection of its facilities/infrastructure and scenario planning with its external public relations agency with regard 
to strategic communications.

Oxford Biomedica Solutions 
In early 2022, together with Homology Medicines, the Group established Oxford Biomedica Solutions, a new US based 
subsidiary AAV manufacturing and innovation business, based near Boston, Massachusetts, US. The Group has identified 
risks associated with the successful transaction and proposed mitigation actions. 

There is a risk that the Group fails to integrate Oxford Biomedica Solutions successfully into the Group. The Group is 
mitigating this risk through implementation of a detailed alignment plan, with advice from advisors. The Group is aware 
that the employment market in the Boston area is highly competitive and has sought to ensure that it has a competitive 
compensation package in place and is able to offer additional non-financial benefits to employees such that Oxford 
Biomedica Solutions can continue to retain and attract current and prospective employees. The potential for significant 
risk to the Group associated with moving into the AAV manufacturing sector has been reduced based on the AAV 
experience and track record of Oxford Biomedica Solutions. There is a risk to the Group that it now has an interest in 
another jurisdiction outside of the UK, which is the US. The Group has looked to mitigate this through use of professional 
advisors to provide appropriate guidance and advice tailored to the US market and applicable laws and regulations, so 
as to minimise any resulting risk that may arise. 

Cyber security 
Cyber-attacks seeking to compromise the confidentiality, integrity and availability of IT systems and the data held on 
them are a continuing risk to the Group. Indeed, with the Group operating in the manufacture of the adenovirus-based 
Oxford  AstraZeneca  COVID-19  vaccine,  this  has  increased  the  risk  of  cyber-attack  to  the  Group.  Compromised 
confidentiality, integrity and availability of the Group’s assets resulting from a cyber-attack would impact the Group’s 
ability to deliver to customers and, ultimately, its financial performance and damage the Group’s reputation. The Group 
has looked to mitigate this risk through implementing robust security monitoring to provide early detection of hostile 
activity on the Group’s networks and has sought assistance from the UK government (National Cyber Security Centre) 
to protect the Group’s IT systems. Following the establishment of Oxford Biomedica Solutions, the Group has worked 
to ensure that its US-based IT systems are subject to equally robust levels of security monitoring.

War in Ukraine
The Group has no operations, clients or suppliers arising in Russia or Ukraine and, therefore, the war in Ukraine has no 
commercial consequences for the Group. Following discussion, the SET has assessed that the only possible effect the 
war in Ukraine may have on the Group could be an increase in transportation costs as result of the increase in global 
oil prices.

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COVID-19
As a result of the COVID-19 pandemic during 2021, the Group assessed the potential financial and operational risks to 
the  business.  While  the  Group  is  yet  to  experience  any  significant  impact  from  the  virus  on  revenues,  the  Group 
continually monitors the potential impact on the Group’s supply chain, with a particular focus on key manufacturing 
and process development inventories. 

The Group complies with government COVID-19 safe working practices. During 2021, the Group continued to hold 
weekly  senior  management  working  group  meetings  to  monitor  current  COVID-19  developments  and  GOV.UK 
guidance, to risk assess the Group’s supply chain and to direct the Group’s phased response. The Group has worked 
with employees, customers and suppliers to monitor any potential disruption and, so far, the Group has not experienced 
any, and does not currently expect to experience, significant supply issues or any changes in overall customer demand. 
The Group recognises that COVID-19 restrictions and working practices will differ outside of the UK and it is expected 
that Oxford Biomedica Solutions will similarly monitor and comply with all relevant COVID-19 developments and all 
applicable US federal and state guidance for the purposes of risk assessing supply chain risk in the US and directing a 
tailored response.

The Group is aware that there is the potential for global shortages in certain inventories especially in the UK. As part of 
its mitigation strategy, the Group has increased, where possible, the level of incoming materials and components held 
in  warehouses  in  the  UK,  which  will  mitigate  the  risk  in  the  short  term  against  labour  shortages  and  subsequent 
production delays at its key suppliers. These mitigations have been successful to date but there is no guarantee against 
future disruption. The Group is also seeking to mirror its approach of increasing the level of incoming materials and 
components held by Oxford Biomedica Solutions in the US as part of its mitigation strategy.

The Group has a duty of care towards all employees, and therefore the Group expects some of its employees to be 
required to self-isolate to prevent the possible spread of infection. There is also a risk that there could be disruption to 
production in the event of employees becoming ill due to COVID-19. As a result, the Group has taken action to provide 
a  COVID-19  secure  workplace  and  to  mitigate  the  spread  of  infection  at  the  Group’s  facilities  through  enhanced 
cleaning processes, staggering of shifts, regular lateral flow testing, the provision of hand sanitiser in common areas and 
the recommendation that employees work from home if possible. 

The Board is updated on positive COVID-19 cases amongst the workforce at every Board meeting and the SET receives 
weekly updates. There have not been any employee fatalities resulting from COVID-19.

Climate change
The Group’s governance and approach to climate change, including its voluntary disclosure using recommendations 
of the Taskforce for Climate-related Financial Disclosure (TCFD) is set out on pages 64 to 70 of the Strategic Report.

The Group has assessed the impact of climate change and concluded that there is likely to be some minor future 
financial risks, which would need to be managed, but none that would materially impact the Group’s business model. 
This  assessment  is  consistent  with  the  Sustainability  Accounting  Standards  Board’s  (SASB)  Materiality  Map,  which 
indicates that the issue is not likely to be material for the biotechnology and pharmaceutical sector. The Group will keep 
this assessment under review with reference to any future work prepared on the Materiality Map by SASB or others. The 
Group expects that the impacts are likely to be weather-related disruption at internal manufacturing sites and to the 
Group’s suppliers, with the prospect of increased costs of resources and fuels. The Group plans to continue to develop 
its business continuity plans with alternative manufacturing sites and a second sourcing strategy, if possible, to mitigate 
these impacts.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
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Corporate Governance
Board of Directors

At the end of 2021 the Board comprised  
the following 10 Directors:

Dr. Roch Doliveux

  1

Stuart Henderson

  2

Dr. Heather Preston

  3

Chair
Dr. Roch Doliveux was appointed to the Board as 
Non-Executive Chair in June 2020. Dr. Doliveux 
also became Interim Chief Executive Officer in 
January 2022, following the Company’s 
announcement of John Dawson’s intention to 
retire as Chief Executive Officer. Dr. Doliveux is 
currently Chair of the Board of Directors at  
Pierre Fabre S.A. He was previously the Chief 
Executive Officer of UCB S.A. for ten years during 
which time he transformed the company from  
a diversified chemical group into a global 
biopharmaceutical leader. Prior to this Dr. Doliveux 
worked at Schering-Plough International, Inc. 
from 1990–2003 and at Ciba-Geigy AG (now 
Novartis) from 1982–1990. Dr. Doliveux is a 
Veterinary Surgeon by training and has an MBA 
from INSEAD.

Appointment:
—  Appointed as Non-Executive Director and Chair  

in June 2020.

—  Appointed as Interim Chief Executive Officer  

in January 2022.

Committee membership:
—  Nomination Committee (Chair).
—  Remuneration Committee. (Dr. Doliveux will not be  
a member of the Remuneration Committee whilst  
he serves as Interim Chief Executive Officer).

Relevant skills:
— Corporate strategy.
— Corporate governance. 
— Investor relations.

Deputy Chair and Senior Independent  
Non-Executive Director
Stuart Henderson was appointed to the Board as 
a Non-Executive Director and Chair of the Audit 
Committee in June 2016. He became Deputy 
Chair and Senior Independent Director in June 
2020. Previously, Mr Henderson was a partner  
at Deloitte, where he was Head of European 
Healthcare and Life Sciences. Prior to this he was 
a Partner at Arthur Andersen. Mr Henderson has 
extensive audit and transaction experience and 
has worked with life sciences businesses for  
35 years. Mr Henderson is a former Director of 
the Babraham Institute, Biocity Group Limited and 
Norwich Research Partners LLP and a Non-
Executive Director at OneNucleus (the Life 
Sciences trade body for Cambridge and London), 
Cell Therapy Catapult Limited and The Theatre 
Royal Bury St Edmunds Management Ltd.

Appointment:
—  Appointed a Director in June 2016.

Committee membership:
— Audit Committee (Chair).
— Remuneration Committee.
— Nomination Committee.

Relevant skills:
— Audit.
— Corporate governance.
— Corporate finance.

Independent Non-Executive Director
Dr. Heather Preston was appointed to the 
Board as a Non-Executive Director in  
March 2018 and was appointed Chair of the 
Remuneration Committee in June 2020.  
Dr. Preston is a Partner and Managing Director 
of TPG Biotech. She has over 25 years of 
experience in healthcare, as a scientist, physician 
and management consultant and she has been 
an investor in life sciences and biotechnology 
for the last 19 years. Dr. Preston holds a degree 
in Medicine from the University of Oxford.

Appointment:
— Appointed a Director in March 2018.

Committee membership:
— Remuneration Committee (Chair).
— Audit Committee.
— Nomination Committee.
— Scientific and Technology Advisory Committee.*

Relevant skills:
— Scientific advisory.
— Corporate finance.
— Investor relations.

John Dawson

  7

Stuart Paynter

  8

Dr. Siyamak Rasty

  9

Chief Executive Officer (during 2021)
John Dawson joined the Board as a Non-
Executive Director in August 2008 and was 
appointed Chief Executive Officer in October 
2008 until January 2022, when the Company 
announced his intention to retire. Previously, 
Mr Dawson held senior management positions 
in the European operations of Cephalon Inc., 
including Chief Financial Officer and Head  
of Business Development Europe. While at 
Cephalon Mr Dawson led many deals building 
the European business to over 1,000 people 
and to a turnover of several hundred million  
US dollars. In 2005, Mr Dawson led the 
$360 million acquisition of Zeneus by Cephalon. 
Prior to his time at Cephalon, Mr Dawson  
was Director of Finance and Administration  
of Serono Laboratories (UK) Limited. 

Appointment:
—  Appointed a Director in August 2008 and became  

Chief Executive Officer in October 2008.

—  Retired as Chief Executive Officer January 2022 and 

continues as an Executive Director.

Chief Financial Officer
Stuart Paynter joined the Board as Chief 
Financial Officer in August 2017. Mr Paynter has 
17 years’ experience in the pharmaceutical and 
healthcare sectors. He qualified as a chartered 
accountant with Haines Watts before moving  
to EDS. Mr Paynter subsequently joined Steris, 
and worked in a variety of roles within the 
healthcare and life sciences divisions prior to 
becoming the European Finance Director.  
Mr Paynter then moved to Shire Pharmaceuticals 
where he became the Senior Director of 
Finance Business Partnering for all business 
outside of the US, transitioning to a corporate 
finance role before becoming the Global Head 
of Internal Audit. Prior to joining Oxford 
Biomedica Mr Paynter was Head of Finance 
Business Partnering at De La Rue plc. He is a 
member of the Institute of Chartered 
Accountants in England and Wales.

Appointment:
—  Appointed a Director and Chief Financial Officer  

in August 2017.

Committee membership:
— None.

Committee membership:
— None.

Independent Non-Executive Director
Dr. Siyamak (Sam) Rasty was appointed  
to the Board as a Non-Executive Director 
in December 2020. Dr. Rasty was most recently 
President, Chief Executive Officer and Board 
Director at PlateletBio, a US-based pioneering 
cell therapy company. Previously, he served as 
Chief Operating Officer at Homology 
Medicines, Inc., a genetic medicines company 
that he helped launch in 2016 and transform 
into an established, fully integrated public gene 
therapy and gene editing company. Prior to 
joining Homology Medicines, he held senior 
positions at Shire Pharmaceuticals, Endo 
Pharmaceuticals and at GlaxoSmithKline. Dr. 
Rasty holds a Ph.D. in Biochemistry from 
Louisiana State University, where he focused on 
transcriptional regulation of lentiviruses, 
completed a postdoctoral fellowship at the 
University of Pittsburgh School of Medicine, 
and received an MBA from Villanova University.

Appointment: 
— Appointed a Director in December 2020.

Committee membership:
— Audit Committee (until December 2021).
— Scientific and Technology Advisory Committee.*

Relevant skills:
— Cell and gene therapy.
— Scientific advisory.

Post period-end, the Board was delighted to welcome Namrata P Patel 
to the Board as an [Independent] Non-Executive Director in April 2022.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
 
 
 
 
 
 
 
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Dr. Michael Hayden

  4

Robert Ghenchev

  5

Catherine Moukheibir

  6

Independent Non-Executive Director 
Catherine Moukheibir was appointed  
to the Board as a Non-Executive Director in 
December 2021. Over the course of her career 
Ms Moukheibir, has served in senior executive 
roles and board positions including at Kymab 
Limited, Innate Pharma S.A, Ablynx N.V, 
Genkyotex S.A, MedDay Pharmaceuticals, 
Zealand Pharma A/S, Zeltia S.A., and Creabilis. 
Prior to that, she was the CFO of Movetis N.V, 
overseeing the company’s IPO on Euronext and 
subsequent sale to Shire Pharmaceuticals. She 
started her career in investment banking and 
capital markets working in the US and London. 
She holds an MBA and a Masters in Economics 
from Yale University. Ms Moukheibir has 
extensive international experience in finance, 
capital markets and life sciences and is currently 
serving as a non-executive board member  
with various companies, both listed (Biotalys, 
Ironwood Pharmaceuticals, Inc), and privately-
owned (CMR Surgical Limited, Asceneuron SA. 
DNA Script and Noema Pharma).

Appointment:
—  Appointed a Director in December 2021.

Committee membership:
— Audit Committee.

Relevant skills:
— Corporate finance. 
— Investor relations.

  3

  7

  4

  8

Non-Executive Director
Dr. Hayden was appointed to the Board as a 
Non-Executive Director in July 2021. He was 
previously the President of Global R&D and 
Chief Scientific Officer at Teva Pharmaceuticals 
Industries Ltd. and has co-founded five 
biotechnology companies: Prilenia Therapeutics 
B.V., NeuroVir Therapeutics Inc., Xenon 
Pharmaceuticals Inc., Aspreva Pharmaceuticals 
Corp and 89bio, Inc. He currently serves as CEO 
of Prilenia Therapeutics and represents various 
private biotech companies at board level.  
Dr. Hayden has focused his research primarily 
on translational medicine, including genetics of 
diabetes, lipoprotein disorders, Huntington’s 
disease, predictive and personalised medicine, 
and drug development, and has authored 
approximately 900 peer-reviewed publications 
and invited submissions.

Appointment:
— Appointed a Director in July 2021.

Committee membership:
— Science and Technology Advisory Committee.*

Relevant skills:
— Cell and gene therapy.
— Scientific advisory.

Non-Executive Director
Robert Ghenchev was appointed to the Board 
as a Non-Executive Director in June 2019.  
Mr Ghenchev is currently Head of Growth 
Equity at Novo Holdings. Prior to joining  
Novo Holdings, he was an investment banker 
at Moelis & Company and Deutsche Bank  
in London. Mr Ghenchev has deep corporate 
finance experience advising life science 
companies on a wide range of issues. He  
holds a J.Hons. B.A. degree in Finance and 
Economics from McGill University and  
a M.Sc. degree in Financial Economics from 
the University of Oxford.

Appointment:
— Appointed a Director in June 2019.

Committee membership:
— None.

Relevant skills:
— Corporate finance. 
— Investor relations.

  2

  6

         10

  1

  5

  9

Professor Dame Kay Davies

          10

Independent Non-Executive Director
Professor Dame Kay Davies was appointed to 
the Board as a Non-Executive Director in March 
2021. Professor Davies is a world-leading 
human geneticist with a research focus on the 
molecular analysis of neuromuscular and 
neurological disease. She is currently Dr. Lee’s 
Professor of Anatomy Emeritus and Co-
Director of MDUK Oxford Neuromuscular 
Centre at the University of Oxford. She was 
co-founder of Summit Therapeutics Plc, a 
spinout from her research activities. Professor 
Davies also sits on the Board of UCB S.A. and 
was appointed a governor of the Welcome 
Trust in 2008, serving as Deputy Chair between 
2013 and 2017. Professor Davies was a former 
director of the Biotech Growth Trust. Professor 
Davies has a BA in Chemistry and a D.Phil. in 
Biochemistry from the University of Oxford. 

Appointment:
—  Appointed a Director in March 2021.

Committee membership:
— Remuneration Committee.
— Nomination Committee.
— Science and Technology Advisory Committee (Chair).*

Relevant skills:
— Cell and gene therapy.
— Scientific advisory.

Oxford Biomedica plc  |  Annual report and accounts 2021

*  The Science and Technology Advisory Committee (STAC)  
is a committee comprising four external scientific advisors, 
SET members and Board members. The STAC is chaired  
by Professor Dame Kay Davies. 

  
 
 
 
 
 
 
 
 
 
 
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Corporate Governance
Corporate Governance Report

Dear Shareholder
I am pleased to present the Oxford Biomedica’s Corporate Governance Report for 2021.

The COVID-19 pandemic has again hindered the Board’s ability to engage as fully as usual with some of its stakeholders 
this year. In line with government guidelines, we held a closed AGM in 2021, encouraging shareholders to vote by proxy 
in advance and inviting questions to be submitted to the Board in advance by post or email. These questions and our 
responses  were  made available on our website. In light of public health guidance and legislation issued by the UK 
Government in relation to the COVID-19 pandemic, together with the uncertainty as to any additional and/or alternative 
measures  that  may  be  put  in  place  by  the  UK  Government,  and  in  order  to  protect  the  health  and  safety  of  our 
shareholders and Directors, the Company is proposing to hold its AGM as a combined physical and electronic meeting. 
This means that attendance in person is likely to be restricted in terms of numbers and shareholders and other attendees 
are encouraged not to attend the AGM in person, save for such persons nominated by the Chair of the meeting in order 
to establish a quorum. Shareholders will be able to attend the meeting via the online meeting platform and will be able 
to ask questions and submit their votes during the meeting. The Board is looking forward to returning to a more normal 
level of engagement with shareholders, employees and other stakeholders as soon as it is safe to do so in 2022.

Corporate  Governance  continues  to  be  an  important  area  of  focus  for  the  Board.  The  Board  believes  that  good 
corporate governance is essential for the long-term success of the business and this is ultimately the responsibility of 
the Board and its Committees. Following the commitments given by the Board last year, the Company are pleased to 
report that from February 2021, the Board was in compliance with Provision 11 of the Corporate Governance Code, 
meeting the requirement for at least half of the Board, not including the Chair, to comprise Independent Non-Executive 
Directors.

In addition, the Board previously made a commitment to comply with the FTSE Women Leaders Review (formerly the 
Hampton-Alexander recommendations) that the Board comprise at least one third women by the AGM in 2022. The 
Board are delighted to announce that as at the end of 2021, the Board comprised 30 % women, with the appointments 
of Professor Dame Kay Davies and Catherine Moukheibir during the year. Whilst the Board note that as at the end of the 
year the one third FTSE Women Leaders Review had not been met, the Board has taken steps to address this. The Board 
initiated a search for an additional Independent Non-Executive Director targeting the selection of female and ethnically 
diverse candidates and in April 2022, we were pleased to welcome Namrata P Patel to the Board as an Independent 
Non-Executive  Director.  Ms  Patel  brings  extensive  international  experience  in  manufacturing  and  product  supply  
and  ESG.  Following  Ms  Patel’s  appointment,  the  Board  comprises  36%  women  and  is  in  compliance  with  the  
recommendations of the FTSE Women Leaders Review.

During the year, Martin Diggle stepped down from the Board after serving nearly nine years and Dr. Andrew Heath 
retired from the Board at the AGM after serving more than 11 years. Due to the length of his tenure as a Director,  
Dr. Heath was not considered to be independent for the purposes of the Corporate Governance Code during his period 
as a Non-Executive Director during 2021. In July 2021, the Board also welcomed Dr. Michael Hayden. In January 2022, 
John Dawson notified the Group that he intended to retire as a Director and stepped down as CEO. Mr Dawson has 
provided more than 13 years of dedicated service and leadership to the Group and, on behalf of the Board and all of our 
employees, we thank him wholeheartedly. The Board has initiated a search for a successor to John Dawson and in the 
meantime, I am acting as Interim CEO whilst remaining in my position as Chair. 

Oxford Biomedica has had a good year in what was a difficult period due to the COVID-19 pandemic, with an increase 
in headcount from around 670 to over 815 and an increase in the Group’s revenues during the year. The Board paid 
particular attention to ensuring that the Group’s strategy continues to be appropriate by holding a one-day strategy 
review meeting in September 2021. The strategy review ensured that management focused on delivering the Group’s 
key priorities whilst managing the key risks facing the Group and considering how good corporate governance can 
contribute towards delivering the Group’s strategy.

In November 2021, Deloitte LLP performed an external evaluation of the Board’s performance covering the period from 
January 2021 to the fourth quarter of 2021. The review process comprised the completion of a questionnaire covering 
the various aspects of Board activities and Committees and interviews with each Director individually by the external 
evaluator. The resulting report was discussed at the Board meetings in January and March 2022 and the Board plans to 
implement appropriate changes based on the recommendations of the report.

The following pages set out in more detail the activities and major matters considered by the Board in 2021.

Dr. Roch Doliveux
Chair and Interim Chief Executive Officer

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Corporate Governance Framework
The  current  governance  framework  comprises  the  Board  and  the  Senior  Executive  Team  and  their  respective  
sub-committees which, during the period under review, were as set out below:

The Board
Chair – Dr. Roch Doliveux

SET
CEO – John Dawson

Audit Committee
Chair – Stuart Henderson

Remuneration Committee
Chair – Dr. Heather Preston

Nomination Committee
Chair – Dr. Roch Doliveux

PDC

TDC

eOLT

CDC

RMC

Science and Technology 
Advisory Committee
Chair – Prof. Kay Davies

SET – Senior Executive Team
PDC – Product Development Committee 
TDC – Technical Development Committee 
eOLT – Extended Operations Leadership Team (incorporates the Quality, Manufacturing and Operations Committee) 
CDC – Commercial Development Committee 
RMC – Risk Management Committee

John Dawson notified the Group in January 2022 that he intended to retire as a Director and stepped down as CEO of 
the Group. The Board has initiated a search for a successor to Mr Dawson and in the meantime Dr. Roch Doliveux is 
acting as Interim CEO whilst remaining in his position as Chair and he will not be a member of the Remuneration 
Committee whilst he serves as Interim CEO. At the request of Dr. Doliveux, he will not be compensated for his interim 
CEO duties.

The Board
The Board is collectively responsible for promoting the success of the Group by directing and supervising the Group’s 
activities  to  create  shareholder  value.  In  doing  so,  it  ensures  that  there  are  robust  corporate  governance  and  risk 
management  processes  in  place.  The  Board  comprises  both  Non-Executive  and  Executive  Directors  and  provides  
the forum for external and independent review and challenge to the Executives. Following Board changes during 2021, 
the Board comprised eight Non-Executive Directors and two Executive Directors at year end. Robert Ghenchev and  
Dr. Michael Hayden were considered not to be independent Non-Executive Directors.

The Board’s powers and responsibilities are set out in the Company’s articles of association and it has a formal schedule 
of matters reserved for the Board’s approval.

The Board also takes a close interest in Quality, Health, Safety and Environment and Risk Management. Each of these 
areas prepare reports for the Board ahead of each Board meeting.

The Chair sets the agenda for the Board meeting in consultation with the Chief Executive Officer and the Company 
Secretary.  Board  papers,  covering  the  agenda  and  taking  into  account  items  relating  to  the  Board’s  responsibilities 
under s172 of the Companies Act 2006, are circulated several days ahead of each meeting. Regular Board papers cover 
Research;  Quality;  Process  Research  and  Development;  Client  Programmes  and  Alliance  Management;  Analytical 
Services; Clinical Development and Regulatory; Digital Strategy and Business Change Projects; Business and Corporate 
Development; Finance; Investor Relations; HR; Operations; Safety, Health and Environment; and Risk Management.

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Factoring stakeholder engagement into Board decisions
By thoroughly understanding the Group’s key stakeholder groups, the Group can factor their needs and concerns into 
Boardroom discussions (further information on the Group’s stakeholders is on pages 16 to 21). The Board’s procedures 
have been updated to require a stakeholder impact analysis to be completed for all material decisions requiring its 
approval  that  could  impact  on  one  or  more  of  its  stakeholder  groups.  The  stakeholder  impact  analysis  assists  the 
Directors in performing their duties under s172 of the Companies Act 2006 and provides the Board with assurance that 
the potential impacts on its stakeholders are being carefully considered by management when developing plans for 
Board approval.

The stakeholder impact analysis identifies:

 — Potential benefits and areas of concern for each stakeholder group;

 — The procedures and plans being implemented to mitigate against any areas of concern; and

 — Who is responsible for ensuring the mitigation plans are being effectively implemented.

As shown by way of example in the Homology Medicines transaction case study, the Board considers the potential 
impact of decisions on each stakeholder group as well as stakeholder needs and concerns, in accordance with s172 of 
the Companies Act 2006 (see pages 20 and 21).

During the period under review there was a clear division of responsibilities between the Chair and Chief Executive 
Officer. Following John Dawson’s decision to step down, Dr. Roch Doliveux is acting as Interim Chief Executive Officer 
whilst the Company undertakes a search for a new Chief Executive Officer and it is expected that there will once again 
be a clear division of responsibilities between the Chair and Chief Executive Officer once John Dawson’s successor is 
appointed.

Certain  responsibilities  are  delegated  to  three  Board  Committees  –  the  Audit,  Nomination  and  Remuneration 
Committees. These Committees operate under clearly defined terms of reference, which are disclosed on the Group’s 
website (www.oxb.com). In addition, the Company has an advisory committee, the Science and Technology Advisory 
Committee (STAC) which comprises four external scientific advisors, members of the SET and of the Board. The STAC 
is chaired by Professor Dame Kay Davies and has clearly defined terms of reference, which are disclosed on the Group’s 
website (www.oxb.com).

Reports  from  the  Audit  and  Nomination  Committees  are  included  in  this  section  and  the  Directors’  Remuneration 
Report is on pages 104 to 109 incorporating the Remuneration Committee report.

At the end of 2021, the Board comprised the following Directors, whose biographies are set out on pages 86 and 87.

 — Dr. Roch Doliveux was appointed Non-Executive Chair of the Board and Chair of Nomination Committee in June 
2020. Dr. Doliveux met the independence criteria recommended by the Corporate Governance Code at the time of 
his appointment.

 — Stuart Henderson was appointed Senior Independent Director following the 2021 AGM. Stuart Henderson is also 
Chair of the Audit Committee and designated Non-Executive Director for the Workforce Engagement Panel and also 
acts as Deputy Chair. He is considered to be independent.

 — Dr. Heather Preston was appointed Chair of Remuneration Committee following the 2021 AGM and is considered to 

be independent;

 — Robert Ghenchev is Senior Partner and Head of Growth Equity at Novo Holdings, which is a 10.0% investor in the 

Group, and as such he is not considered independent under the Corporate Governance Code;

 — Dr. Sam Rasty was appointed to the Board in December 2020 and is considered to be independent;

 — Professor Dame Kay Davies was appointed to the Board in March 2021 and is considered independent. Professor 
Davies also acts as Chair of the Science and Technology Advisory Committee, an advisory committee to the Board;

 — Dr.  Michael  Hayden  was  appointed  to  the  Board  in  July  2021  and  is  not  considered  to  be  independent,  having 

previously provided consultancy services to the Board; and

 — Catherine Moukheibir was appointed to the Board in December 2021 and is considered to be independent.

During the year, Martin Diggle and Dr. Andrew Heath retired from the Board. 

Each Director is provided with an appropriate induction on appointment.

All Directors and the Board and its Committees have access to advice and the services of the Company Secretary, and 
also to external professional advisers as required. The appointment and removal of the Company Secretary is a matter 
for the Board as a whole to consider.

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Board meetings
The Board meets regularly with meeting dates agreed for each year in advance. During 2021, there were seven regular 
Board meetings (on two occasions the meeting took place over two days). The attendance of individual Directors at 
Board and Committee meetings was as follows:

John Dawson
Professor Dame Kay Davies 1
Martin Diggle 2
Dr. Roch Doliveux
Robert Ghenchev
Dr. Andrew Heath3
Dr. Michael Hayden4
Stuart Henderson
Catherine Moukheibir 5
Stuart Paynter
Dr. Heather Preston 
Dr. Sam Rasty 

Regular Board
Attended
6
5
1
6
6
2
3
6
0
6
6
6

Possible
6
5
1
6
6
2
3
6
0
6
6
6

Audit Committee
Attended

Possible

 Remuneration Committee
Attended

Possible

Nomination Committee
Attended
Possible

11

15

1*

15

15

11

15

1

15

15

14

19
2*
7* 
1*
19

19
2*

14

19
2*
8*
1*
19

18
2*

1*

3
0

3
3

1*

3
0

2
3

1 Professor Dame Kay Davies was appointed in March 2021. 
2 Martin Diggle retired from the Board in February 2021.
3  Dr. Andrew Heath retired from the Board in May 2021 Dr. Heath was not considered to be independent for the purposes of the Corporate Governance Code during his period as a 

Non-Executive Director during 2021.

4 Dr. Michael Hayden was appointed in July 2021.
5 Catherine Moukheibir was appointed in December 2021.
* attended as an observer

In addition to the above regular meetings, the Board (or an appointed sub-committee of the Board) met on 5 other 
occasions to consider specific ad hoc matters including, inter alia, the approval of the 2020 financial statements, the 
interim  2021  financial  results  and  the  acquisition  of  an  80%  ownership  interest  in  a  newly  formed  AAV  focused 
manufacturing and innovation business, Oxford Biomedica Solutions LLC, established in March 2022 with Homology 
Medicines.

The  Chair  holds  meetings  after  each  regular  Board  meeting  with  Non-Executive  Directors,  without  the  Executive 
Directors in attendance.

Board activity during 2021
Board matters during 2021 included:

 — Routinely recurring items such as the approvals of the 2021 financial budget and objectives; the 2020 preliminary 
results and Annual report and accounts, the 2021 interim results announcement; and review of the basis for the 
Group’s related going concern disclosures;

 — A review of the Group’s strategy, conducted in September;

 — Monitoring the progress of the Group’s priority product development programmes;

 — Reviewing business development opportunities including partnering and collaboration transactions;

 — The appointment of Professor Dame Kay Davies, Dr. Michael Hayden and Catherine Moukheibir as Directors;

 — Ongoing reviews of the Group’s risk management processes and key risks;

 — Reports on Health, Safety and Environment;

 — The Group’s activities surrounding workforce engagement;

 — Completion of an external evaluation on Board effectiveness; and

 — Preparedness for the implications of the COVID-19 pandemic, ESG and climate change.

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Re-election of Directors
In accordance with the articles of association and to ensure compliance with the Corporate Governance Code all 
Directors are subject to annual re-election.

At the AGM in 2022, Dr. Michael Hayden, Catherine Moukheibir and Namrata P Patel will stand for appointment having 
been appointed to the Board since the last AGM. In line with the Corporate Governance Code, Dr. Roch Doliveux, Stuart 
Henderson, Dr. Heather Preston, Robert Ghenchev, Dr. Sam Rasty, Professor Dame Kay Davies and Stuart Paynter will 
retire and be subject to re-election at the AGM in 2022. John Dawson will be retiring from the Board and therefore will 
not stand for re-election at the AGM in 2022.

Communication with shareholders
The  Board  recognises  the  importance  of  effective  communication  with  shareholders  and  potential  investors.  The 
primary points of contact are the Chief Executive Officer and Chief Financial Officer but the Chair, Senior Independent 
Director and Chair of the Remuneration Committee are also available for meetings with investors, if required. Novo 
Holdings (10.0% shareholder), continues to be represented on the Board by Robert Ghenchev, which ensured a clear 
channel of communication with Novo Holdings during the year.

The Group has engaged with shareholders and potential investors through the various channels below:

Meetings with existing shareholders John Dawson and Stuart Paynter met with major shareholders during 2021.  

Dr. Roch Doliveux, Stuart Henderson and Dr. Heather Preston also met with major shareholders. 

2021 Annual General Meeting

The 2021 AGM was held on 27 May 2021. Shareholders were not allowed to attend the AGM in person in light 
of the COVID-19 situation and the Stay at Home measures that were implemented by the UK Government. 
Shareholders were invited to attend the AGM virtually, which lasted around 30 minutes and which, as well as 
the formal business, included a Q&A session after the meeting closed with the answers posted on the Group’s 
website (questions to the Group were submitted in advance of the meeting). 

Meetings with potential investors

John Dawson and Stuart Paynter regularly make presentations and meet potential investors on a one-to-one 
basis at investor conferences in Europe and the US. The Group also conducts investor roadshows periodically, 
which provide further opportunities to meet potential investors. 

Results announcements and 
presentations

The Group announced its 2020 full year performance and financial results in April 2021, and its 2021 half year interim 
results in September 2021, through RNS announcements accompanied by analyst conference calls which are 
accessible to all shareholders and recordings of which were made available on the Group’s website. 

2020 Annual report

The Group published its 2020 Annual report and accounts in April 2021. 

Website

The Group’s website http://www.oxb.com contains details of the Group’s activities as well as copies of 
regulatory announcements and press releases, copies of the Group’s financial statements, and terms of 
reference for the Board Committees. Investors and others can subscribe to an e-mail alert service, which 
provides notifications of announcements. 

Investor relations

The Group endeavours to respond to all enquiries from shareholders and potential investors received through 
its enquiry inbox ir@oxb.com 

Social media

The Group uses LinkedIn and Twitter to alert followers to Company news flow. 

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The Senior Executive Team (SET) and its committees
Operational management is conducted by the Executive Directors who, together with Dr. James Miskin, Dr. Kyriacos 
Mitrophanous, Nick Page, Dr. Jason Slingsby, Helen Stephenson-Ellis, Natalie Walter, Matthew Treagus and Dave Backer 
formed  the  Senior  Executive  Team  (SET)  during  2021.  The  Chief  Executive  Officer  during  2021  was  John  Dawson. 
During 2021, the SET met every week, had daily update meetings and had an extended SET meeting every two weeks, 
with the agenda covering the full range of activities of the Group, including financial performance, organisational and 
employment matters, risk management and Safety, Health and Environment.

There are three SET sub-committees covering the major business operational areas. During 2021, these sub-committees 
met monthly and were attended by SET members and other relevant senior managers from the business. These sub-
committees are:

 — Product Development Committee (PDC) – covering the development of new cell and gene therapy products from 

initial concept through to clinical development;

 — Technical Development Committee (TDC) – covering the development of new and improved assays and production 

and other processes, including cell and vector engineering; and

 — Extended Operational Leadership Team (eOLT) – incorporates the Quality and Manufacturing Operations Committee 

and covers quality, operational and manufacturing matters.

Within their area of responsibility these committees cover objective and target setting, monitoring performance against 
targets, ensuring compliance with GxP and other relevant requirements, monitoring expenditure against budget and 
risk management.

There are three other important committees:

 — Commercial  Development  Committee  (CDC)  –  which  covers  the  external  opportunities  to  out-license  and  in-
license technology or product candidates and to generate partnership opportunities for manufacturing and product 
development;

 — Risk Management Committee (RMC) – this committee comprises senior managers from all parts of the business. The 
committee meets at least quarterly to identify and assess risks facing the business and to propose risk mitigation and 
management actions; and

 — Science  And  Technology  Committee  (STAC)  –  this  committee  is  Chaired  by  Professor  Dame  Kay  Davies  and 
comprises four external scientific advisors, SET members and Board members. The committee met as required to 
review and assess new technology and product opportunities. STAC provides an external independent view of assets 
to SET and the Board.

Important matters from all of these committees are referred to the SET.

Risk management
The Board is responsible for determining the nature and extent of the risks it is willing to take in achieving the objectives 
of the Group and it reviews current key risks at every Board meeting. The Audit Committee monitors the conduct of the 
risk management processes within the Group whilst the SET is accountable for those processes, identifying the risks 
facing  the  Group  and  formulating  risk  mitigation  plans.  The  active  involvement  of  the  Executive  Directors  in  the 
management sub-committees allows them to monitor and assess significant business, operational, financial, compliance 
and other risks.

The  Board’s  assessment  of  the  prospects  of  the  Board,  its  expectation  that  the  Group  will  be  able  to  continue  in 
operation and meet its liabilities as they fall due, and the viability statement, are set out on page 133. 

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Board committee reports

Audit Committee report
During 2021, the Audit Committee comprised Stuart Henderson (Chair), Dr. Heather Preston and Dr. Sam Rasty. In 
December 2021, Dr. Sam Rasty stepped down from the Audit Committee and Catherine Moukheibir was appointed to 
the  Audit  Committee.  The  Corporate  Governance  Code  requires  the  Audit  Committee  to  comprise  at  least  three 
Independent Non-Executive Directors and the Company complied with provision 24 of the Corporate Governance 
Code during 2021.

Stuart Henderson, Dr. Heather Preston, Dr. Sam Rasty and Catherine Moukheibir all have relevant experience, which 
qualified  them  for  membership  of  the  Audit  Committee  and,  in  Stuart  Henderson’s  case,  to  be  Chair  of  the  Audit 
Committee. Their experience is set out in their brief biographies on pages 86 and 87.

The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing and monitoring:

 — The integrity of the financial and narrative statements and other financial information provided to shareholders;

 — The internal controls and risk management for the Company and its subsidiaries (together the Group);

 — The internal and external audit process and auditors; and

 — The processes for compliance with laws, regulations and ethical codes of practice.

Key activities:

Statutory reporting
In  relation  to  the  financial  statements,  the  Audit  Committee  ensures  that  the  Group  provides  accurate  and  timely 
financial results that reflect the relevant accounting standards and judgements appropriately. This includes the Group’s 
status as a going concern and longer-term prospects and viability. The Audit Committee reviewed and recommended 
the approval of the 2020 preliminary results and 2020 Annual report and accounts, the 2021 interim financial statements, 
the Group’s 2021 preliminary results and this Annual report and accounts.

The Audit Committee is responsible for assisting the Board’s oversight of the quality and integrity of the Group’s financial 
reporting  and  accounting  policies  and  practices.  The  Audit  Committee  considered  the  viability  and  going  concern 
statements, their underlying assumptions and the longer-term prospects, including the appropriateness of a three-year 
period assessment reflecting the dynamic and changing environment in which the Group operates (see pages 131 to 132). 
As part of its review of the financial statements, the Audit Committee considered, and challenged as appropriate, the 
accounting policies and significant judgements and estimates underpinning the financial statements. Details regarding the 
significant financial reporting matters and how they were addressed by the Audit Committee are set out later in this report.

Risk and control
On behalf of the Board, the Audit Committee oversees the risk management strategy and appetite, the appropriateness 
and effectiveness of internal control processes, and Corporate Governance Code compliance. The Audit Committee 
reviews the significant current and emerging risks (including climate change and the current war in Ukraine) and their 
associated mitigations via updates from the Risk Committee. Further details of these risks can be found on pages 78 to 85 
of the Annual report and accounts.

The Audit Committee also reviews and approves insurance levels and strategy, tax strategy, treasury policy, and performs 
an  annual  review  of  the  risk  of  fraud  and  misstatement  within  the  financial  statements  and  the  related  controls  to 
mitigate this risk. During the year, the Audit Committee oversaw the progression of the finance function transformation 
programme. Significant steps were taken to progress the evolution of its internal control environment and its evaluation 
of control procedures, with the project expected to be completed during 2022. 

Compliance
The  Audit  Committee  supports  the  Board  in  discharging  its  responsibilities  in  relation  to  whistleblowing,  ethical 
behaviour, and the prevention of bribery, fraud, and adherence to modern slavery legislation.

External audit
The Audit Committee considers the audit scope and auditor’s fees, auditor independence and non-audit fees, as well 
as update reports, management letter observations and effectiveness reviews. 

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Internal audit
The  Corporate  Governance  Code  recommends  that  the  Audit  Committee  should  review  the  effectiveness  of  the 
Group’s  internal  audit  function.  The  Audit  Committee  considers  that,  upon  completion  of  the  finance  function 
transformation referred to above, it will be appropriate to commission an annual third-party internal audit review of the 
effectiveness of key controls on a cyclical basis.

Other governance matters
The Audit Committee considers its effectiveness on a stand-alone basis, as a detailed sub-set of the Board effectiveness 
review.  Each  year  the  Audit  Committee  considers  its  terms  of  reference  and  recommends  any  changes  it  deems 
necessary or beneficial to the Board.

Meetings held
The Audit Committee met three times in 2021:

 — 8 April 2021 – to review the 2020 audit findings and consider the auditors’ report. The auditors’ opinion, letter of 
independence and representation letter were reviewed and were deemed to be satisfactory. The Audit Committee 
reviewed  all  the  material  accounting  and  estimation  judgments  likely  to  have  a  material  impact  on  the  financial 
statements. The auditors reported on their key areas of audit focus including going concern, bioprocessing and 
process development revenue percentage of completion, and the out of specification provision. The Audit Committee 
discussed the quality of the audit, and no significant concerns arose. The Audit Committee discussed and agreed the 
wording of the going concern and the viability statement. Internal controls relating to operations under the COVID-19 
situation  and  remote  working  were  discussed.  Risk  actions  relating  to  the  status  of  operations  in  response  to 
COVID-19, the risk process and risk disclosures in the Annual report and accounts were reviewed. The timeline for 
the Preliminary Results and the publication of the Annual report and accounts was also discussed.

 — 8 September 2021 – to review the 2021 audit strategy, and also the 2021 interim results. The significant risks in the 
audit strategy included revenue fraud (increased due to larger and more complex contractual customer arrangements) 
and contract revenue recognition. As a result of the Group’s operating resilience during the year to date and the 
successful equity fundraise, going concern risk had been significantly mitigated. The FRC focus on climate change 
was  noted  by  the  auditors.  The  auditors  reported  on  their  key  areas  of  review  focus  including  contract  revenue 
recognition and the related licence fees. Progress on strategy to enhance internal controls was discussed. 

 — 8 November 2021 – risk management, insurance strategy, tax strategy, treasury policy and the financial control 
environment and related controls were tabled and reviewed. The Risk Management Committee presented key risks 
identified to the Audit Committee following an update of the risk register. The 2021/2022 insurance strategy was 
discussed and agreed, including discussions around directors and officers and errors and omissions insurance. The 
Audit Committee also agreed with the current tax strategy. The Audit Committee approved the current treasury 
policy  and  discussed  the  progress  on  the  Group’s  strategy  of  enhancing  its  financial  control  environment  and 
related controls. 

Correspondence with the Financial Reporting Council 
During the year, the Financial Reporting Council (FRC) communicated with the Directors regarding the Group’s Annual 
report for the year ended 31 December 2020. The FRC raised a limited number of matters for which, on some, the 
Directors undertook to make additional disclosures in the financial statements for the year ended 31 December 2021. 
Following the review by the FRC it was recognised that the movement in the loan to subsidiary of £13.9 million within 
the Company only cash flow statement was incorrectly presented within cash flows from financing activities rather 
than cash flows from investing activities. The Group has therefore restated the prior year financial statements to present 
the movement in the loan to subsidiary within cash flows from investing activities in the Company only cash flow 
statement. This change has no effect on the cash position of the Group or Company and has no further impact on the 
Group or Company Financial Statements. The FRC have now concluded its review. 

The scope of a FRC review is limited as it is based merely on what is included in the Group’s Annual report and accounts. 
The FRC does not benefit from detailed knowledge of the Group’s business or an understanding of the underlying 
transactions, and their review is limited to certain aspects of the Group’s Annual report and accounts. Therefore, there 
are inherent limitations relating to their review and as such it provides no assurance that the Group’s Annual report and 
accounts is correct in all material respects; the FRC’s role is not to verify the information provided but to consider 
compliance with reporting requirements. 

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Significant issues
The issues considered by the Audit Committee that are deemed to be significant to the Group are alternative performance 
measures, going concern, contract revenue recognition and related licence fees, the percentage of completion of 
bioprocessing and fixed price commercial development revenues, intangible asset received in lieu of cash payment for 
bioprocessing  services,  customer  contracts  with  varying  bioprocessing  batch  prices  and  the  bioprocessing  out  of 
specification provision.

The Board has considered the Group’s going concern status and future viability of the business, the outcome of which 
is detailed in the Directors Report on pages 130 to 136.

Alternative performance measures
Oxford Biomedica reports APMs to provide helpful supplementary information to the IFRS measures to enable a better 
understanding of the Group’s financial performance and position. Management carefully analyses the presentation of 
various items to ensure it is fair and balanced, and follows guidelines issued by ESMA and the SEC, as well as FRC 
thematic reviews.

The Group evaluates its performance by making use of alternative performance measures as part of its Key Financial 
Performance Indicators (refer page 47). The Group believes that these Non-GAAP measures, together with the relevant 
GAAP measures, provide a comprehensive, accurate reflection of the Group’s performance over time. The Board has 
taken  the  decision  that  the  Key  Financial  Performance  Indicators  against  which  the  business  will  be  assessed  are 
Revenue, Operating EBITDA and Operating profit/(loss). 

The Audit Committee reviewed proposed disclosures for non-GAAP items in line with the various regulatory guidance, 
and concurred with management that the presentation enabled additional helpful guidance.

Going concern
Management  and  the  Directors  have  had  to  make  estimates  and  important  judgements  when  assessing  the  going 
concern status of the Group.

At year-end, management provides to the Audit Committee an accounting paper on the going concern status and 
future viability of the Group which is assessed by the Audit Committee as a sub-committee of the Board. The paper is 
based on a detailed cash flow forecast, taking into consideration both a base case and a downside scenario where 
specific sensitivities are stress tested, and a long-range plan prepared by management.

In the preparation of the downside scenario detailed cash flow forecast, management assessed the impact of the risks 
currently facing the business. The Audit Committee also considered further potential downside risks to this forecast, as 
well as the mitigating actions which could be required if these downside risks were to occur. This was to stress test an 
aggregation of the worst scenario occurring that would represent the greatest potential financial impact in the short 
term and over the longer term (currently assessed as three years) considered within the Group’s viability statement.

Having provided appropriate challenge to management and the external auditor, the Audit Committee has concluded 
that the going concern status and future viability of the Group has been appropriately assessed. This is further explained 
in the going concern note on page 96.

The Board concluded on the going concern status and future viability of the business, the outcome of which is detailed 
in the Directors Report on page 132.

The Group’s external Auditor has reported to the Audit Committee that they have reviewed the going concern 
status and future viability of the Group, as well as performing detailed testing of the cash flow forecast and found 
the going concern status and future viability of the Group to be appropriately reflected in the 2021 Annual report 
and accounts.

Contract revenues: Identification of performance obligations, allocation of revenue and timing of revenue recognition
The Group has identified three key areas of judgement within the collaboration agreements entered into during the 
year.  Firstly,  in  relation  to  the  number  of  distinct  performance  obligations  contained  within  each  collaboration 
agreement; secondly, the fair value allocation of revenue to each performance obligation; and thirdly, the timing of 
revenue recognition based on the achievement of the relevant performance obligation. The sales royalties contained 
within the collaboration agreements qualify for the royalty exemption available under IFRS 15 and will only be recognised 
as the underlying sales are made.

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Recognition of customer licence revenues
One of the key judgemental areas identified within the collaboration agreements is the timing of recognition of licence 
revenue based on the achievement of the relevant performance obligation. The individual factors and aspects relating 
to licence revenue is assessed as part of the IFRS 15 accounting paper prepared for each agreement and a judgement 
is made as to whether the licence fee performance obligation related to the granting of the licence to the customer has 
been  achieved.  If  it  was  judged  that  the  performance  obligations  on  licences  granted  in  2021  had  not  been  met, 
revenues would  have been £5.9 million lower  with the  revenue expected to be recognised in  the future when the 
performance obligations were deemed to have been met.

Percentage of completion of bioprocessing batch revenues
Bioprocessing of clinical/commercial product for partners is recognised on a percentage of completion basis over time 
as the processes are carried out. Progress is determined based on the achievement of verifiable stages of the bioprocessing 
process. Revenues are recognised on a percentage of completion basis and as such require judgement in terms of the 
assessment of the correct stage of completion including the expected costs of completion for that specific bioprocessing 
batch. The value of the revenue recognised and the related contract asset raised with regard to the bioprocessing batches 
which remain in progress at the year end is £15.2 million. The contract assets related to these batches as at the year end 
was £6.4 million. If the assessed percentage of completion was 10 percentage points higher or lower, revenue recognised 
in the year would have been £1,520,000 higher or lower.

Percentage of completion of fixed price process development revenues
As it satisfies its performance obligations the Group recognises revenue and the related contract asset with regard to 
fixed price process development work packages. Revenues are recognised on a percentage of completion basis and as 
such require judgement in terms of the assessment of the correct percentage of completion for that specific process 
development work package. The value of the revenue recognised and the related contract asset raised with regard  
to the work packages which remain in progress at year end is £8 million. The contract assets related to these work 
packages as at the year end was £2.5 million. If the assessed percentage of completion was 10 percentage points higher 
or lower, revenue recognised in the period would have been £802,000 higher or lower.

Customer contract with varying bioprocessing batch prices
During 2020, the Group entered into a supply agreement with a customer for the supply of bioprocessing batches 
where the batch price will vary across the period of the contract. The Group has deemed that the series guidance within 
IFRS  15  applies  and  has  therefore  recognised  revenue  based  on  averaging  the  batch  price  over  the  period  of  the 
contract for those bioprocessing batches. If the revenue had been recognised based on an actual batch price, revenues 
would have been £0.3 million higher with a corresponding decrease in revenues in future years.

Provision for out of specification bioprocessing batches
Bioprocessing of clinical/commercial product for partners is recognised on a percentage of completion basis over time 
as the processes are carried out. Progress is determined based on the achievement of verifiable stages of the process.

As  the  Group  has  now  been  bioprocessing  product  across  a  number  of  years,  increasingly  in  a  commercial  supply 
environment, the Group has assessed the need to include an estimate of bioprocessed product for which revenue has 
previously been recognised and which may be reversed should the product go out of specification during the remaining 
period over which the product is bioprocessed. In calculating this estimate the Group has looked at historical rates of out 
of specification batches across the last four years, and has applied the percentage of out of specification batches to total 
batches produced across the assessed period to the revenue recognised on batches which have not yet completed the 
bioprocessing process at year end. This estimate, based on the historical percentage, may be significantly higher or lower 
depending on the number of bioprocessing batches actually going out of specification in future. If the historical percentage 
had been 10% higher or lower, the estimate would be £67,000 higher or lower. The estimate will increase or decrease 
based on the number of bioprocessing batches which go out of specification over the historic assessment period, but also 
the number of bioprocessing batches which have not yet completed the bioprocessing process at year end.

Consequently, bioprocessing revenue of £0.7 million (2020: £1.4 million) has not been recognised during 2021 with the 
corresponding credit to contract liabilities (note 20). This unrecognised revenue will be recognised as those batches 
complete bioprocessing.

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Corporate Governance
Corporate Governance Report

Bioprocessing contract modification
On  13  December  2021,  the  Group  announced  an  update  to  its  commercial  supply  agreement  with  Novartis.  The 
changes to the agreement have been determined to be a licence modification under IFRS 15. The contract has been 
accounted for prospectively as if it were terminated and a new contract created; with the remaining unrecognised 
transaction price allocated to remaining performance obligations. This resulted in breakage revenue of £4.8 million 
being  recognised  at  modification  from  batch  reservations  to  be  manufactured  in  2021,  as  there  was  no  longer  an 
expectation that remaining batches would be ordered.

Actions and conclusion on significant issues identified
Upon identification of these significant issues, management provided the Audit Committee with a detailed update on 
the  nature,  reasoning  behind  and  risk  of  misstatement  of  these  key  accounting  items,  estimates  and  judgements, 
including any related accounting papers and other supporting documents. Any significant change to the method of 
calculation of these issues, or the judgement or estimates involved, is flagged to the Audit Committee, with regular 
updates being provided until such time as these are finalised prior to release of the year end or interim results.

The  Group’s  external  auditor  has  reported  to  the  Audit  Committee  that  they  have  reviewed  the  assumptions  and 
methods used in calculating these key accounting items, estimates and judgements, as well as performing detailed 
testing of the year end position, and found these significant issues to be appropriately accounted for.

Having provided appropriate challenge to management and the external auditor, the Audit Committee has concluded 
that these significant issues identified during 2021 have been appropriately accounted for. 

Internal control
The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. The system is 
designed  to  manage,  rather  than  eliminate,  the  risk  of  failure  to  achieve  business  objectives,  and  can  only  provide 
reasonable, and not absolute, assurance against material misstatement or loss. The Audit Committee annually reviews the 
effectiveness of all significant aspects of internal control, including financial, operational and compliance controls, and 
risk management. The review for 2021 prepared by the Chief Financial Officer and the Group Financial Controller, was 
further reviewed at the November 2021 Audit Committee meeting. Based on its review the Audit Committee has concluded 
that the system of internal control provides a reasonable basis for signing off the Annual report and accounts.

Currently the main features of the internal control and risk management processes which apply to the Group’s financial 
reporting processes include:

 — A detailed review process of the Annual report and accounts, including review by the Senior Executive Team and the 

Board;

 — Preparation  of  accounting  papers  for  significant  accounting  and  judgemental  issues  and  review  by  the  Group 

Financial Controller, Chief Financial Officer and the Audit Committee;

 — Performance of an annual assessment of the risk of financial fraud and misstatement within the financial statements 
and accounting records, and assessment of the appropriateness of controls in place to mitigate the risks identified to 
an acceptable level;

 — Preparation of detailed going concern and viability assessment papers and cash flow forecasts by the Head of Financial 
Planning and Analysis, with subsequent detailed review and approval by the Chief Financial Officer and the Board; and

 — Organisation  of  the  finance  function  such  that  monthly  management  results  and  externally  reported  financial 
statements are subject to thorough review by the Group Financial Controller, Head of Financial Planning and Analysis 
and the Chief Financial Officer.

 — Performance of control procedures over revenues, journals and key statement of financial position accounts which 

have been assessed to have the greatest risk of misstatement.

 — Clear separation of duties and detailed authorisation limits within the financial processes such as approval of invoices, 

purchase orders, payroll and disbursements.

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At  the  October  2020  Audit  Committee  meeting,  it  was  agreed  that  the  Group  should  develop  a  finance  function 
transformation strategy to enhance the internal control environment. During 2021 the Group, led by the Audit Committee, 
took  firm  steps  to  progress  the  finance  function  transformation  strategy  ahead  of  expected  corporate  governance 
reforms published in the UK Government’s Department for Business, Energy & Industrial Strategy (BEIS) White Paper 
“Restoring trust in audit and corporate governance”. The implementation of the transformation strategy is underway and 
the Group has achieved the following:

— Appointment of a Director, Financial Controls to:

  —  Oversee the finance transformation projects; 

  —  Work with the finance team to update and improve internal control policies, procedures, process flows and flow 

chart and risk registers;

  — Design and continually monitor the Group’s financial control framework; and

  — Ensure appropriate monitoring and escalation is in place on key operating financial controls and metrics.

 — Creation of a roadmap to achieve the Group’s goal of improving its internal control environment and internal control 

systems, and to reduce the risk of failure to achieve business objectives (both financial and operational);

 — On track to positioning the Group to achieve compliance with the expected internal control reforms set out in the 

BEIS White Paper;

 — Increased financial control headcount from 11 to 16, strengthening the finance function to reflect the growth and 

complexity of the business, but also to implement and improve our financial control procedures;

 — Partnered with a professional services firm to review and update our internal control policies, procedures, process 

flows and flowcharts;

 — Created a risk and controls library, capturing the key risks and mitigating controls across the end-to-end financial 

reporting process;

 — Performing monthly monitoring and testing of the Group’s financial control framework, with escalation in place on 

key operating financial controls and metrics; and

 — Reporting regularly to the Audit Committee on progress of the transformation strategy.

Over the course of the next 12 months, the Group will establish a relationship with an external firm to provide independent 
assurance over the Group’s internal control environment and systems, looking at various key risks and controls on a 
rotational basis, and reporting to the Audit Committee twice per year.

COVID-19
Due to the continued impact of COVID-19, the Group has continued encouraging working from home by some of its 
employees where possible. As most of the internal controls implemented by the business are system based, this has not 
had a detrimental impact on the control environment. The Group already has extensive remote working facilities in 
place for its employees, including functionally limiting access from users’ own devices. Proactive monitoring of remote 
usage is performed as a precaution. 

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Corporate Governance
Corporate Governance Report

External audit
KPMG continued as the Group’s external auditor for the 2021 financial year. It is the Group’s intention to put the external 
audit out to tender every 10 years and to rotate the lead partner at least every five years. Will Smith has been the lead 
partner on the audit for the last three years after Charles Le Strange Meakin retired after one year following KPMG’s 
initial appointment in 2018.

The Audit Committee regularly reviews the role of the external auditor and the scope of their audit. The Audit Committee 
considers the effectiveness of the external auditor on an ongoing basis during the year, considering, among other 
things, its independence, objectivity, appropriate mindset and professional scepticism, through its own observations 
and interactions with the external auditor, and having regard to the:

 — Experience and expertise of the external auditor in their direct communication with, and support to, the Audit Committee;

 — Content, quality of insights and value of their reports;

 —  Fulfilment of the agreed external audit plan;

 —  Robustness and perceptiveness of the external auditor in their handling of key accounting and audit judgements;

 — The  interaction  between  management  and  the  external  auditor,  including  ensuring  that  management  dedicates 

sufficient time to the audit process;

 — Provision of non-audit services, as set out below; and

 — Other relevant UK professional and regulatory requirements.

KPMG contributed a further independent perspective on certain aspects of the Group’s financial control systems arising 
from their work and reported these to the Audit Committee. The process for approving all non-audit work provided by 
the external auditor is overseen by the Audit Committee in order to safeguard the objectivity and independence of the 
auditor, and in compliance with regulatory and ethical guidance. If KPMG were to be chosen to provide non-audit 
services  it  would  be  the  result  of  their  demonstrating  the  relevant  skills  and  experience  to  make  it  an  appropriate 
supplier  to  undertake  the  work  in  a  cost-effective  manner.  The  Group’s  policy  for  non-audit  services  reflects  the 
regulations that prohibit the provision of certain non-audit services, such as payroll services, by the external auditor and 
introduces a cap on non-audit fees. In line with the regulations, the Group is required to cap the level of non-audit fees 
paid to its external auditor and has done this at 10% of the audit fees paid in the previous financial year.

With the exception of fees paid in respect of the auditor’s review of the Group’s interim financial statements, there were 
no non-audit fees received by KPMG in 2021. The non-audit fees policy is compliant with ethical Standards for Auditors. 
In 2021, KPMG received total fees of £0.5 million (2020: £0.4 million) which is an increase of £0.1 million versus the 
previous period. Fees paid to KPMG are set out in Note 8 to the financial statements. 

Fair, balanced and understandable statement
The Audit Committee considered this Annual report and accounts, taken as a whole, and concluded that the disclosures, 
as well as the processes and controls underlying its production, were appropriate and recommended to the Board that 
the  Annual  report  and  accounts  is  fair,  balanced  and  understandable  while  providing  the  necessary  information  to 
assess the Group’s position and performance, business model and strategy.

Stuart Henderson
Audit Committee Chair

20 April 2022

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Nomination Committee report
The Nomination Committee, which is chaired by Dr. Roch Doliveux, the Company’s Chair, leads the process for making 
appointments  to  the  Board  and  succession  planning,  and  comprises  Stuart  Henderson,  Dr.  Heather  Preston  and 
Professor Dame Kay Davies, all of whom are deemed Independent Non-Executive Directors. The primary duties of the 
Nomination Committee are set out in its written terms of reference, which is available on the Group’s website.

Whilst the Board acknowledged in the 2020 Annual report and accounts that it was not in compliance with Provision 
11 of the Corporate Governance Code during 2020, it confirmed that the Nomination Committee had initiated a search 
for additional Independent Non-Executive Directors. The Nomination Committee met 19 times in 2021 on an ad hoc 
basis in order to discuss searches for additional Non-Executive Directors and succession planning. 

During  the  year,  the  Company  was  pleased  to  announce  that  the  Board  had  been  further  strengthened  by  the 
appointment of Professor Dame Kay Davies in March 2021, Dr. Michael Hayden in July 2021 and Catherine Moukheibir 
in December 2021 as Non-Executive Directors. In addition, Martin Diggle stepped down from the Board in February 
2021 after serving nearly nine years and Dr. Andrew Heath retired from the Board in May 2021 after serving more 
than  11  years.  As  such,  from  February  2021,  the  Board  was  in  compliance  with  Provision  11  of  the  Corporate 
Governance Code, meeting the requirement for half the Board, not including the Chair, to comprise Independent 
Non-Executive Directors.

In January 2022, John Dawson notified the Group that he intended to retire as a Director and stepped down as CEO. 
John has provided more than 13 years of dedicated service and leadership to the Group. The Board has initiated a 
search for a successor to John and in the meantime, Dr. Roch Doliveux is acting as Interim CEO whilst remaining in his 
position as Chair. 

In addition, the Board previously made a commitment to comply with the recommendations that the Board comprise 
at least one third women by the AGM in 2022. As at the end of 2021, the Board comprised 30% women, following the 
appointments of Professor Dame Kay Davies and Catherine Moukheibir during the year. Whilst the Board note that as 
at the end of the year the recommendation of the FTSE Women Leaders Review that one third of Board members 
should  be  female  had  not  been  met,  the  Board  had  already  initiated  a  search  for  an  additional  Independent  Non-
Executive Director targeting the selection of female and ethnically diverse candidates and was delighted to welcome 
Namrata  P  Patel  to  the  Board  as  an  Independent  Non-Executive  Director  in  April  2022.  Ms  Patel  brings  extensive 
international  experience  in  manufacturing  and  product  supply  and  ESG.  Following  this  appointment,  the  Board 
comprises 36% women and is in compliance with the recommendations of the FTSE Women Leaders Review and the 
recommendations of the Parker Review, relating to ethnic diversity in senior leadership. 

Workforce Engagement Panel and Designated Non-Executive Director
In compliance with Corporate Governance Code, the Group has an established Workforce Engagement Panel (WEP) 
comprising employees from all levels and functions across the Group. The purpose of the WEP is to enable employees 
to discuss issues of importance to them and ensure that senior leaders and the Board hear the views of the workforce. 
Stuart  Henderson  was  appointed  as  the  designated  Non-Executive  Director,  to  oversee  engagement  between  the 
Board and the workforce (further information on the WEP can be found on page 58). The WEP met eight times during 
2021 and Stuart Henderson attended two of those meetings during 2021. The topics covered by the WEP during 2021 
included discussion of the Equality, Diversity and Inclusion (EDI) practices and strategy within the Group and the resulting 
three-year  action  plan;  employee  benefits  package;  the  impact  of  COVID-19  on  working;  future  ways  of  working; 
employee training programmes; wellbeing practices; how Executive pay aligns with the wider Group pay policy; and 
the review of results of the employee engagement survey. 

Board evaluation
The Board complied with the Corporate Governance Code guidance that the Board evaluation should be externally 
facilitated at least every three years, with the Company Secretary commissioning an external evaluation of the Board’s 
performance by Deloitte LLP covering the period from January 2021 to the fourth quarter of 2021. The review process 
comprised the completion of a questionnaire covering the various aspects of Board activities and Committees and 
interviews with each Director individually by the external evaluator. The resulting report was discussed at the Board 
meetings in January and March 2022 and the Board plans to implement appropriate changes based on the discussions 
of the report. 

The Company has also engaged the services of Deloitte LLP to advise the Board and the Remuneration Committee on 
matters relating to remuneration however, the evaluation of the Board’s performance was undertaken by a separate 
team within Deloitte LLP. Stuart Henderson, Deputy Chair and Senior Independent Non-Executive Director, was formerly 
a partner at Deloitte LLP until 2016. Aside from the foregoing, the Company and the Directors have no connections with 
Deloitte LLP. 

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Corporate Governance Report

Board succession planning
During 2021, the Board reviewed the succession plans for both its composition and that of its Committees and the 
continued development of the Board. In light of John Dawson’s decision to retire as CEO, announced in January 2022, 
the Board initiated a search for a successor with an external search consultancy, Egon Zehnder. The Company and the 
Directors have no connections with Egon Zehnder. The Board also initiated a search for additional Independent Non-
Executive Directors in 2021 to address the Corporate Governance Code requirement that half the Board should consist 
of Independent Non-Executive Directors. Professor Dame Kay Davies was appointed in March 2021 and Dr. Michael 
Hayden in July 2021, following introductions from Dr. Roch Doliveux. Catherine Moukheibir was appointed in December 
2021,  following  an  introduction  from  Spencer  Stuart.  The  Board  engaged  Spencer  Stuart  to  conduct  a  search  for 
additional Independent Non-Executive Directors to further strengthen and diversify the Board and, post-period end, 
was delighted to welcome Namrata P Patel to the Board in April 2022. The external search consultancy, Spencer Stuart, 
has no connection with the Company or its individual Directors.

Professor Dame Kay Davies was appointed a member of both the Nomination and Remuneration Committees, as well 
as chairing the Science and Technology Advisory Committee. Catherine Moukheibir was appointed a member of the 
Audit  Committee.  Following  his  decision  to  retire  as  CEO,  John  Dawson  will  not  be  standing  for  re-election  as  a 
Director at the forthcoming AGM. 

Diversity and Inclusion
The Group recognises the importance of diversity and is committed to encouraging equality and diversity among its 
workforce. The Group aims to create an inclusive working environment based on merit, fairness and respect to enable 
it  to  attract  and  retain  the  most  talented  people  from  all  backgrounds  and  cultures.  The  Group  is  also  working  to 
achieve a diverse Board and, just as importantly, diverse management teams. Appointments to the Board are based on 
merit taking into account suitability for the role, composition and balance of the Board to ensure that the Group has the 
right mix of skills, experience, independence, knowledge and consideration of the Group’s strategic objectives.

The Nomination Committee has a formal and rigorous appointment process involving most if not all Board members 
and makes recommendations based on the capabilities of individual candidates, having due regard for the benefits of 
diversity with no restrictions on age, gender, religion, ethnic background, whose competencies will enhance the Board.

The Group supports the principles of the FTSE Women Leaders Review (formerly the Hampton Alexander Review) on 
gender balance. During 2021, the Board comprised three woman and seven men (30%) and, therefore, did not meet 
the FTSE Women Leaders’ recommendation that 33% of the Board for FTSE350 companies consists of women by the 
end of 2021. In order to strengthen and diversify the Board to meet compliance requirements, the Board initiated a 
search for an additional Independent Non-Executive Director targeting the selection of female and ethnically diverse 
candidates and was delighted to welcome Namrata P Patel to the Board as an Independent Non-Executive Director in 
April  2022.  Following  Ms  Patel’s  appointment,  the  Board  comprises  36%  women  and  is  in  compliance  with  the 
recommendations of the FTSE Women Leaders Review. The Remuneration Committee and the Nomination Committees 
comprised  50%  women  during  2021  and  the  Audit  Committee,  following  Catherine  Moukheibir’s  appointment  in 
December 2021, now comprises 66% women. In addition, both the Remuneration Committee and the Science and 
Technology Advisory Committee are chaired by women.

The Group believes that members of the Board and senior management should collectively possess a diverse range of 
skills, expertise and should come from a diverse range of ethnic and societal backgrounds. In terms of the next level of 
management, during 2021, the SET, excluding the Executive Directors, totalled seven, of which there were two female 
members. In the gender pay gap report for 2021, (for the full report see the Group’s website www.oxb.com) the Group 
had more females than males at the Head of Department level and senior management level, thereby meeting the FTSE 
Women Leaders Review’s recommendation that 33% of senior leadership roles (defined as the SET and their direct 
reports) be held by women at the end of 2021. Part of the Group’s strategy will be to maintain and improve on the 
targets, so that the objectives of the FTSE Women Leaders Review will be continued to be met during 2022/2023.

The Board is aware of the recommendations of the Parker Review on Ethnic Diversity. The Parker Review set a target 
for companies to have at least one Board member from an ethnic minority background by 2021. Whilst during 2021 
none of the serving Board members identified as belonging to an ethnic minority, the Nomination Committee had 
initiated  a  search  with  external  search  consultants,  Spencer  Stuart,  for  an  additional  Independent  Non-Executive 
Director targeting female and ethnically diverse candidates whilst taking into account suitability for the role to ensure 
that the Group has the right mix of skills, experience, independence and knowledge for the Group’s strategic objectives. 
In April 2022, the Board welcomed Namrata P Patel to the Board, further strengthening and diversifying the Board and 
aligning the Board's composition with the recommendations of the Parker Review.

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In addition, the Group has in place an internal management development programme which provides a structured 
training  programme  for  the  purposes  of  identifying  and  progressing  talent  across  all  areas  of  the  Group  to  senior 
management level and beyond. At a more junior level, as part of its ESG objectives for 2022, the Group has included the 
goal of fostering and encouraging a culture of innovation within the Group and the wider community promoting STEM 
careers for school children through sponsorship and mentoring. The Group will work with partners, such as In2Science, 
to promote STEM careers as a viable route for schoolchildren from demographics that have a low representation in 
higher education particularly in STEM subjects. Through sponsorship, mentoring and support for careers workshops 
and other activities, the Group aims to encourage these individuals to enrol in higher education and/or apprenticeships 
to study STEM subjects and embark on careers in the field. For further information on the Group’s ESG objectives for 
2022, please refer to pages 57 to 73. 

Compliance with the Code
The Group considers that it was largely in compliance with the terms of the Corporate Governance Code during 2021 
but acknowledges that it did not comply in full throughout the year. The Group has set out in this Corporate Governance 
Report  how  it  has  applied  the  principles  of  the  Corporate  Governance  Code  and  was  in  full  compliance  with  the 
Corporate Governance Code, save as set out below (with reference to the Corporate Governance Code provisions):

Corporate Governance Code Provision 
Provision 11 – At least half the Board, excluding the Chair,  
should comprise Independent Non-Executive Directors

Provision 38 – The pension contribution rates for Executive Directors 
should be aligned with those available for the workforce

Provision 41 – Engagement with the workforce to explain how Executive 
pay aligns with the wider Company pay policy.

Explanation
The Company acknowledges that it was not in compliance with the 
requirements of Provision 11 of the Corporate Governance Code for  
a period of two months at the beginning of 2021. However, the Board 
initiated searches for additional Independent Non-Executive Directors 
during the course of 2021 which, due to the COVID-19 pandemic,  
took slightly longer than expected. 

In February 2021, the Board announced the appointment of Professor 
Dame Kay Davies as an Independent Non-Executive Director following 
which, the Board became compliant with the requirements of Provision 11. 
In December 2021, the Board announced the appointment of Catherine 
Moukheibir as an Independent Non-Executive Director.

At the end of 2021, there were seven Non-Executive Directors (excluding 
the Chair), two of whom were deemed not to be independent. In April 
2022, the Board announced the appointment of Namrata P Patel as an 
Independent Non-Executive Director, further strengthening and 
diversifying the Board.

The Executive Directors currently receive a 15% pension contribution  
(or cash allowance) unlike the wider workforce who currently receive  
a 7.5% pension contribution. In line with Provision 38 of the Corporate 
Governance Code, the Executive Directors have received written 
notification that, from 31 December 2022, their pension contribution  
will be reduced to align with the wider workforce. 

Although the Group was not in compliance with Provision 41 of the 
Corporate Governance Code at the beginning of 2021, the Group 
engaged with the workforce at the WEP in September 2021 to explain 
how Executive pay aligns with the wider Group pay policy. In particular, 
the WEP received a briefing on the role of the Remuneration Committee 
and the key highlights from the 2021-2024 Remuneration Policy, 
including the underlying context for increases in base pay and 
adjustments to the maximum bonus and long term incentive (share 
based) opportunity. In addition, WEP members received information 
relating to recent trends in executive pay and the WEP members were 
given the opportunity to provide feedback and discuss the topic with their 
respective wider teams.

Share capital
The information about the share capital required by Article 10 of the Takeover Directive is in the Directors’ Report on 
page 131.

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Directors’ Remuneration Report

Annual statement from the Remuneration Committee Chair

Dear Shareholder
On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2021.

This  report,  which  is  subject  to  an  advisory  shareholder  vote  at  the  2022  AGM,  explains  the  work  of  the  Remuneration 
Committee, how we have implemented our Remuneration Policy (the Policy) in 2021 and how we intend to apply it in 2022. 

For ease of reference, a summary of the key elements of the Policy is included on pages 123 to 125. The full Policy  
as  approved  at  the  AGM  on  27 May  2021  is  included  in  the  Directors’  Remuneration  Report  for  the  year  ended 
31 December 2020, which is available on the Company’s website at www.oxb.com. 

2021 remuneration in the context of our business performance and outcomes for our key stakeholders
2021 was another year of strong progress for Oxford Biomedica, reflected by the exceptional financial results we have 
reported  as  we  continue  to  demonstrate  our  world  leading  expertise  in  cell  and  gene  therapy.  As  detailed  in  our 
Strategic Report, Oxford Biomedica is in a strong position to enable our customers to bring their life-changing therapies 
to more patients. Key achievements include:

 — Large-scale commercial manufacture of the adenovirus-based Oxford AstraZeneca COVID-19 vaccine with Oxford 
Biomedica now having successfully manufactured over 100 million doses of vaccine. Cumulative revenues from 
AstraZeneca by the end of 2021 were in excess of £100 million, contributing to significant growth in Group Operating 
EBITDA in 2021;

 — New customer partnerships and expanded collaborations with partners including Boehringer Ingelheim, Immatics 

and Arcellx; 

 — An  equity  investment  of  £50  million  by  Serum  Life  Sciences  in  September  2021  which  will  allow  us  to  expand 

capacity at Oxbox, creating new highly skilled jobs at a time when we have a strong development pipeline;

 —  Extension of the commercial supply agreement with Novartis for the manufacture of lentiviral vectors for several 
Novartis CAR-T products to the end of 2028, with Oxford Biomedica regaining the rights to three CAR-T targets, 
including CD19 targeted therapies;

 — Following the year end we announced the broadening of our leading viral vector offerings by incorporating Homology 
Medicines AAV capabilities into a newly formed AAV manufacturing and innovation business in the US with Homology 
Medicines as 20% owner (Homology Transaction). This is a major advancement in our goal to become an innovative 
global  viral  vector  leader  and  allows  Oxford  Biomedica  to  offer  global  pharmaceutical  and  biotechnology  clients 
innovative manufacturing expertise in AAV as well as lentiviral-based cell and gene therapies. This transaction also 
provides the Group a physical footprint in the US, located close to customers, talent, innovation in academia and pools 
of capital;

 —  In  addition  to  the  above,  in  2021  we  offered  an  additional  16  apprenticeships  and  launched  the  Collaborative 

Training Partnership (CTP) programme with Oxford University and University College London (UCL); and 

 — We  have  continued  the  roll-out  of  the  management  development  programme  and  our  Rewards  and  Talent 

programme and have recruited in excess of 200 new colleagues.

The Remuneration Committee considers that the incentive outcomes summarised below are a fair reflection of the 
Group’s  performance  achieved  during  2021  and  the  past  three  years,  and  are  appropriate  in  the  context  of  the 
stakeholder experience. As a result, the Remuneration Committee determined the outcomes to be appropriate.

2021 Executive Director Remuneration and Variable Pay Outcomes
The table below summarises the implementation of the Policy for Executive Directors for the year ended 31 December 2021.

Base salary
Pension
Bonus (maximum)
LTIP (maximum)
Single Figure Total for 2021

John Dawson
£455,000
15% of salary
150% of salary
200% of salary
£1,828,000

Stuart Paynter
£310,000
15% of salary
150% of salary
175% of salary
£1,091,000

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As set out in the Remuneration Report last year, the 2021 base salary increases for John Dawson and Stuart Paynter, 
reflected the third year of a phased base salary increase. In the case of Stuart Paynter, the increase also reflected that he 
has been in role since August 2017 and that his performance and contribution have been exceptional. Specifically, this 
has included several successful fundraises, the transition to FTSE250 status, and ensuring growth has been managed in 
a financially positive way, prioritising OPEX and CAPEX expenditure appropriately, resulting in a healthy balance sheet and 
strong cash position. These achievements have strongly positioned the Group to take advantage of strategic opportunities. 
The 2021 increases positioned base salaries for both John Dawson and Stuart Paynter in the lower quartile for comparable 
UK companies. 

The maximum annual bonus and LTIP opportunities for 2021 are aligned with market practice for UK companies of a 
similar size and complexity. 

The 2021 annual bonus was subject to a financial and non-financial performance measures aligned with key strategic 
priorities. John Dawson’s bonus was based solely on Group objectives. Stuart Paynter’s bonus was based 80% on Group 
objectives and 20% on personal objectives. 

Reflecting the strong performance over the year, John Dawson earned a bonus of 126% of salary and Stuart Paynter 
earned a bonus of 125% of salary. 50% of the bonus earned will be deferred into shares. Further details are set out on 
page 115. 

In line with the requirements of the reporting regulations, the total single figure of remuneration for 2021 includes the 
vesting outturn for the following LTIP awards:

 — The LTIP award granted on 7 August 2018 was subject to share price growth targets assessed over the three year 
period to 6 August 2021. The 2018 award vested at 30.6% of the maximum award for John Dawson and 35% of the 
maximum award for Stuart Paynter. The different vesting levels reflect the fact that the amount which John could 
earn at threshold was 25% of salary (or 20% of the total award granted). The maximum Stuart could earn at threshold 
was also 25% of salary (which equated to 25% of the total award granted); and 

 — The LTIP award granted on 18 April 2019 was subject to revenue growth targets measured over the three years ending 
31 December 2021 for 50% of the award and growth in share price targets assessed over the three year period to  
17 April 2022 for 50% of the award. Although the 2019 LTIP awards will not vest until April 2022, the total single figure 
of remuneration for 2021 includes the revenue growth performance element of the 2019 LTIP awards. This is because 
this  element  of  the  2019  LTIP  vests  by  reference  to  revenue  performance  over  the  three  financial  year  period  to  
31 December 2021. Over the three year performance period the compound annual growth rate of the Group’s revenue 
was 28.8% resulting in an estimated vesting outturn of 100% of this element. The vesting value of the share price 
performance element of the 2019 LTIP award will be included in the single total figure of remuneration for 2022.

Further details of the performance targets and outturns are set out on pages 116 to 117. In line with the Corporate 
Governance  Code,  the  2019  LTIP  awards  are  subject  to  a  further  two  year  holding  period  following  the  three  year 
vesting period before they can be exercised. 

For the LTIP awards granted in 2021, the performance measures were weighted 40% relative Total Shareholder Return 
(TSR); 40% revenue growth; and 20% strategic goals. Further details are set out on page 117. As noted in the Remuneration 
Report  last  year,  the  Remuneration  Committee  was  mindful  of  the  need  to  ensure  that  the  increases  in  incentive 
quantum  for  2021  were  commensurate  with  appropriately  stretching  targets  for  maximum  vesting.  As  detailed  on  
page 100 of the Annual report and accounts, the revenue growth measure for the 2021 LTIP awards requires a 30% 
CAGR for maximum vesting, compared to a 24% CAGR for the 2020 awards.

Board changes
In January 2022, we announced that after more than 13 years of service John Dawson had signalled his intention to 
retire. He remained in post as CEO for the full duration of 2021 and his remuneration for 2021 is reported in the usual 
way in this report. 

John Dawson stepped down as CEO and Dr. Roch Doliveux assumed the role of Interim CEO on 28 January 2022. He 
will remain an Executive Director until the AGM in 2022 and an employee and advisor to Oxford Biomedica throughout 
2022.  His  final  day  of  employment  will  be  17 January  2023  (12  months  after  the  date  of  the  formal  Company 
announcement communicating his intention to retire as CEO). The approach to John Dawson’s remuneration for 2022 
is summarised on the next page. 

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Directors’ Remuneration Report

At the request of Dr. Roch Doliveux, no changes have been made to his remuneration arrangements in connection with 
his taking on the Interim CEO role. A process to appoint a new CEO is underway, as previously announced.

Dr. Andrew Heath stepped down from the Board on 27 May 2021. 

Professor  Dame  Kay  Davies  was  appointed  to  the  Board  with  effect  from  1 March  2021.  Dr.  Michael  Hayden  was 
appointed to the Board with effect from 15 July 2021. Catherine Moukheibir was appointed to the Board with effect 
from 14 December 2021. 

Our approach to Directors’ Remuneration in 2022
The Directors’ Remuneration Policy approved at the 2021 AGM will continue to apply in 2022. We have summarised 
below the way in which it will be implemented. 

Executive Directors

Base salary

As noted above, no change to Dr. Roch Doliveux’s remuneration arrangements have been made in connection with his taking 
on the Interim CEO role. Dr. Roch Doliveux will continue to receive a fee of £225,000 for 2022.

With effect from 1 January 2022:

–  John Dawson’s salary was increased £468,650 (a 3% increase). This increase was agreed before his intention to retire was 

announced. 

–  Stuart Paynter’s salary has been increased to £341,000 (a 10% increase).

The 10% increase for Stuart Paynter is aligned with the base salary increases for the Senior Executive Team. The base salary 
increases for the wider workforce for 2022 (excluding promotions) ranged from circa. 3% to over 10% depending on the 
individual’s performance in the role and base salary positioning against the market.

The increase for Stuart Paynter also takes into account the permanent increase in the scope and complexity of Stuart Paynter’s 
role in light of the establishment of Oxford Biomedica Solutions (which materially expands our geographic presence in the US). 
Stuart Paynter’s base salary continues to be positioned below median when compared to companies of a similar size and 
complexity.

The Remuneration Committee is mindful of the impact of base salary increases on the value of the overall total package. In line 
with the commitment made last year we will continue to ensure that stretching targets for annual variable and long term 
compensation are set commensurate with the overall level of total compensation. This will deliver alignment to shareholders’ 
interests as we continue to grow.

Pension

Dr. Roch Doliveux will not receive an employer pension contribution or cash supplement for 2022.

The maximum employer pension contribution or cash supplement will continue to be 15% of salary for John Dawson and  
Stuart Paynter up to 31 December 2022. With effect from 1 January 2023, the contribution will be aligned with the contribution 
available to the wider workforce (currently 7.5%).

Annual bonus

Dr. Roch Doliveux has waived any entitlement to an annual bonus in respect of 2022. 

For 2022, John Dawson and Stuart Paynter will be eligible to earn a bonus of up to 150% of salary. The intention is that  
John Dawson’s bonus opportunity will be on a pro-rata basis for the period he is in active employment for 2022. Any bonus 
earned will be paid at the usual time.

50% of any bonus earned will be delivered in the form of deferred shares. 

The performance measures and targets will be disclosed in the 2022 Directors’ Remuneration Report to the extent they are not 
commercially sensitive. 

LTIP

Neither Dr. Roch Doliveux nor John Dawson will receive an award under the LTIP in respect of 2022. 

The Remuneration Committee are aware that, in line with sector peers, the Company’s share price has fallen over the last 12 
months and is lower than when the 2021 LTIP awards were granted.

It is intended that the 2022 LTIP awards will be granted in the 42 days following the announcement of the Group’s full year 
results. The Remuneration Committee will finalise the quantum of the grants at that time having regard to share price 
performance and market conditions at that time.

In line with best practice and investor guidance it is the Remuneration Committee’s intention is to scale back the quantum of the 
2022 LTIP to be granted to Stuart Paynter from 175% of salary to 155% of salary. 

The performance conditions are summarised below.

A two year holding period will to apply following the three-year performance period.

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Performance conditions and targets for 2022 Performance Shares Award under the LTIP
For the grants to be made in 2022, it is intended that the performance measures will be weighted 40% Relative TSR;  
40% revenue growth; and 20% strategic goals.

Measure
Relative TSR

Weighting
40%

Revenue Growth

40%

Product related 
strategic milestones

20%

Underpin

Applies to the whole award

Approach
Vesting based on the Company’s TSR over a three-year performance 
period relative to the TSR performance of companies in the NASDAQ 
Biotechnology Index.

– Threshold vesting 25%: Median performance
– Maximum vesting: Upper quartile performance

TSR will be assessed over a three-year period from the date of grant  
of the awards, consistent with our current approach to the share price 
measure, with a three month averaging period applied, again consistent 
with our current approach to the share price measure.

Threshold vesting 25%: 15% CAGR per annum over a three-year 
performance period Maximum vesting: 30% CAGR per annum over  
a three-year performance period.

The Revenue Growth targets for the 2022 award have been reviewed 
taking into account the Homology transaction and the replacement of 
transitory revenue of the COVID-19 pandemic with long term, strategic 
growth potential. These stretching targets require continued double digit 
growth from the strong performance delivered in 2021. 

The strategic measure and targets are commercially sensitive and will  
be disclosed when this is no longer the case, and no later than when  
the awards vest. The measure will be aligned with the Group’s strategy  
with the level of vesting determined by reference to the achievements, 
with 25% vesting for delivery of a threshold milestone. 

Consistent with previous awards, the whole award will be subject to an 
underpin such that it will only vest to the extent that the Remuneration 
Committee considers the overall performance of the business over the 
performance period justifies it. 

As disclosed in the Remuneration Report last year, in future years, the share price/TSR measure may be substituted for 
a measure based on the profitability of the CDMO, once we have further refined our segmental reporting. It is our 
current intention that up to 30% of the overall long term incentive opportunity may be based on the delivery of specific 
strategic milestones in the future.

Remuneration arrangements in connection with John Dawson’s retirement
As noted above, John Dawson will remain an Executive Director until the 2022 AGM, at which point he will step down 
from  the  Board.  He  will  remain  an  employee  and  advisor  to  the  Group  until  the  17 January  2023  (the  end  of  his  
12 month notice period). During this period he will continue to receive his base salary, pension and benefits.

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Corporate Governance
Directors’ Remuneration Report

Existing share awards
John Dawson has provided exceptional service to Oxford Biomedica and under his leadership the Group has grown 
into  an  industry  leader  in  lentiviral  vectors.  Having  regard  to  his  service  and  that  he  is  retiring,  the  Remuneration 
Committee determined that John Dawson shall be treated as a “good leaver” as regards his existing share awards. 
Therefore:

 — Any awards under Group’s share plans which are fully vested but remain unexercised at 17 January 2023 can be 

exercised for up to twelve months, following which they will lapse and no longer be capable of exercise; 

 — In relation to deferred share awards or awards under the LTIP plan which remain unvested at 17 January 2023:

  –  Unvested deferred share awards will be retained. These awards will continue to be subject to the normal vesting 
schedule and exercisable for a period of twelve months following the relevant vesting date (after which they will 
lapse and no longer be capable of exercise);

  –  Unvested LTIP awards will be retained, with performance to be assessed at the normal time following the end of 
the applicable three-year performance period and time pro-ration for the proportion of the three-year period he 
was  employed  by  the  Group.  LTIP  awards  will  be  released  following  the  end  of  the  two  year  holding  period 
following the end of the applicable three-year performance period;

  –  All awards shall continue to be subject to malus and clawback provisions in line with the Policy; and 

  –  For  deferred  share  awards  and  LTIP  awards  granted  after  1 January  2019,  the  post-employment  shareholding 

requirement applies in line with the Policy. 

In addition, we will seek to facilitate ongoing BUPA coverage at preferential rates (but at John’s cost) for a period of five 
years after the termination of his employment. 

Non-Executive Directors
No increases are proposed to Non-Executive Director fees for 2022.

Fee element
Base fee
Additional fee for holding the office of Senior Independent Director
Additional fee for holding the position of Chair of the Remuneration Committee
Additional fee for holding the position of Chair of the Audit Committee
Base fee uplift for Non-Executive Directors based outside the UK to recognise the additional time commitment  
(including but not limited to the additional expected time commitment for travel to the UK as well as the additional time 
commitment where the Non-Executive Director is based in a different time zone).

2022 level
£65,000
£10,000
£10,000
£10,000
£15,000

In line with the Policy approved by shareholders at the 2021 AGM, Non-Executive Directors recruited from or based in 
the United States each receive an additional fee of £50,000 per annum. This additional fee is payable subject to their 
agreement that the after tax amount of this additional fee will be applied in the acquisition of shares at market value 
which must be retained for at least 12 months from acquisition. This seeks to address the significant gap to market 
practice in the United States that we face when attracting and retaining Non-Executive Directors in competition with, 
or  from  NASDAQ  listed  businesses  where  equity  awards  are  an  ongoing  feature  of  the  overall  package.  This  also 
provides alignment with shareholders whilst ensuring that our Non-Executive Directors continue to be independent. 
This additional fee is currently paid to Dr. Heather Preston, Dr. Michael Hayden, Sam Rasty and Catherine Moukheibir. 

 Oxford Biomedica plc | Annual report and accounts 2021 
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Other matters
The Remuneration Committee reviewed the Group’s Gender Pay Gap Report for 2021 and was pleased to see the 
Group’s gender pay gap has reduced for a third year in a row, and the Group is now aligned with the Government 
benchmark and is lower than others in the same industry. Over the last few years, we have instigated a number of 
projects which have already contributed, and continue to contribute, to the reduction in the gender pay gap.

It had been recognised that one of the main disparities in pay between the Senior Executive Team together with the 
leadership and senior management teams seen against the rest of the business, was the extent to which bonus eligibility 
was available throughout the business. In 2020, the Group announced that all employees would be eligible to receive 
a bonus, payable for the first time in 2021. Following the first year of bonus payment to all levels of roles in 2021, the 
Group has seen a 22.7% reduction in its bonus pay gap. Oxford Biomedica will continue to review its bonus eligibility 
across the business for opportunities to further reduce the bonus pay gap in the coming years. 

Our focus on development and progression in 2020 and 2021 has had an impact on the male to female ratio in each 
pay quartile. The proportion of female employees in the lowest pay quartile has reduced, while the proportion of female 
employees in the upper-middle and upper quartiles has increased. The male to female ratio in each quartile now closely 
reflects the male to female ratio across the Group, resulting in a more equitable balance of both men and women at all 
pay levels across the Group following the progression and development of those at the lower pay quartiles. 

Alongside the Oxford Biomedica Management Development Programme which has been running since 2019 we have 
introduced informal mentoring across all levels in 2021, which allows for both men and women to take ownership of 
their development, and gain valuable knowledge and skills from others within the Group. 

We have also introduced our new Ways of Working Policy which introduced flexible working hours and hybrid working 
as the norm for all employees where possible. A three year Equality, Diversity and Inclusion (EDI) action plan is being 
created and will be implemented in 2022.

Stakeholder engagement
As detailed on page 19, the Group has an established Workforce Engagement Panel (“WEP”) comprising employees 
from all levels and functions across the Group. The WEP sessions have provided an upward channel for views, comments 
and debate, as well as an opportunity to provide feedback on our ED&I practices, reward principles and employee 
benefits package, future ways of working, employee training programmes, wellbeing practices and how Executive pay 
aligns with the wider Group pay policy. 

We also engage directly with major shareholders and their representative bodies, where the Remuneration Committee 
considers there to be material changes to the Policy or our Executive remuneration framework. Some shareholders and 
proxy firms raised concerns regarding the increase in opportunity for any future overseas Executives. However, others 
acknowledged that the changes to the Policy last year were beneficial in terms of the Company’s Executive succession 
planning and noted that the maximum opportunities are at the lower end compared with opportunities available for 
Executives at NASDAQ listed biotechnology businesses. Overall we were pleased that the majority of our shareholders 
voted in favour of the Policy at the 2021 AGM. Given the US market is critical to the Group we firmly believe that the 
ability to adequately incentivise overseas Executives will be beneficial to the Group and its shareholders.

Conclusion
The decisions made as regards remuneration earned in respect of 2021 and the proposals for 2022 demonstrate our 
commitment to ensuring that Executives’ reward is aligned with performance and the outcomes for all our stakeholders.

We look forward to receiving your support at our 2022 AGM, where I will be available to respond to any questions that 
shareholders may have on this report, or our intended approach to reward for 2022.

Dr. Heather Preston
Chair, Remuneration Committee

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Corporate Governance
Directors’ Remuneration Report

Alignment of the Directors’ Remuneration Policy with the 2018 Corporate Governance Code
(not audited)

In  determining  the  Directors’  Remuneration  Policy,  the  Remuneration  Committee  took  into  account  the  principles  of 
clarity, simplicity, risk, predictability, proportionality and alignment to culture, as set out in the Corporate Governance Code.
Principle

Clarity: Remuneration arrangements should be transparent and promote 
effective engagement with shareholders and the workforce.

The Remuneration Committee engages regularly with Executives, 
shareholders and their representative bodies in order to explain the 
approach to Executive pay. 

Simplicity: Remuneration structures should avoid complexity and their 
rationale and operation should be easy to understand.

The purpose, structure and strategic alignment of each element of pay 
has been clearly laid out in the Remuneration Policy. 

Risk: Remuneration arrangements should ensure reputational and other 
risks from excessive rewards, and behavioural risks that can arise from 
target-based incentive plans, are identified and mitigated.

Both the annual bonus and LTIP are subject to malus and clawback 
provisions. This allows the Remuneration Committee to have appropriate 
regard to risk considerations. Annual bonus deferral and the application of 
the two-year holding period to awards under the LTIP provide longer 
term alignment with shareholders’ interests. The Remuneration 
Committee also has discretion to override formulaic outcomes, which 
may not accurately reflect the underlying performance of the Group. 

Predictability: The range of possible values of rewards to individual 
directors and other limits or discretions should be identified and explained 
at the time of approving the policy. 

Details of the range of possible values of rewards and other limits or 
discretions can be found in the full Directors’ Remuneration Policy 
included in the 2020 Annual report and accounts.

Proportionality: The link between individual awards, the delivery of 
strategy and the long-term performance of the company should be clear. 
Outcomes should not reward poor performance.

Alignment to Culture: Incentive schemes should drive behaviours 
consistent with company purpose, values and strategy.

The Remuneration Committee believes total remuneration should fairly 
reflect performance of the Executive Directors and the Group as a whole, 
taking into account underlying performance and shareholder experience. 
The Remuneration Committee considers the approach to wider 
workforce pay and policies when determining Directors’ remuneration to 
ensure that it is appropriate in this context. 

The Group’s values are: ’Have integrity’, ’Be inspiring’ and ’Deliver innovation’. 
These three values govern the way that the Group does business, how the 
Group works together and the interactions the Group has with all its 
stakeholders. The Group’s values are an important factor in measuring 
performance, and the Group recognises and rewards adherence to the 
values. Executive Directors are rewarded on both what they deliver and how 
that is delivered, which reinforces the Group’s purpose and values. 

Annual report on remuneration
In this report:

 — Nil or nominal cost shares awards under the Company’s LTIP are referred to as “Performance Shares Awards”; and

 — An “Overseas Executive Director” means any Executive Director appointed after 1 January 2021 in respect of which 
appointment,  in  the  opinion  of  the  Remuneration  Committee,  the  Company  is  competing  for  talent  with  US 
competitors (including NASDAQ listed US biotechnology businesses) including but not limited to Executive Directors 
recruited from or based in the US and having regard to the fact that over 80% of cell and gene therapy is based in the 
United States, that United States’ regulatory requirements are critical to the future success of the Group and that the 
United States’ market has the largest commercial potential for the Group. 

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Remuneration Committee role and members
The responsibilities of the Remuneration Committee are set out in its terms of reference which are available on the Group’s 
website and include:

 — Recommending  to  the  Board  the  policy  and  framework  for  the  remuneration  of  the  Executive  Directors.  The 

remuneration of the Non-Executive Directors is a matter for the Board;

 — Approval of individual remuneration packages for the Chair, the Executive Directors and the Senior Executive Team 

(including the Company Secretary);

 — Approval of annual performance incentive plans and bonuses payable;

 —  Approval  of  Performance  Shares  Awards  for  Executive  Directors  and  the  Senior  Executive  Team  (including  the 

Company Secretary); and

 — Approval of awards granted to all employees under the Group’s share plans.

The Remuneration Committee members during 2021 comprised Dr. Heather Preston (Chair), Stuart Henderson, Dr. 
Roch Doliveux (Dr. Roch Doliveux will not be a member of the Remuneration Committee whilst he serves as Interim 
CEO during 2022) and Professor Dame Kay Davies (with effect from 1 March 2021). Other Directors are invited to attend 
meetings on an agenda driven basis.

Remuneration Committee activities during 2021
During 2021, the Remuneration Committee met 15 times. The main activities and decisions were as follows:

 — 19 January 2021 – the Remuneration Committee considered whether or not bonuses should be paid to the Executive 
Directors in respect of 2020 in light of the performance against the Group’s 2020 objectives. The outcome of these 
discussions was reported in the 2020 Annual report and accounts. The objectives for 2021 were also discussed and 
approved;

 — 5 February 2021 – the Remuneration Committee reviewed the proposed new Remuneration Policy to be proposed 

to shareholders for approval at the 2021 AGM;

 — 1 March, 8 March, 16 March and 13 April 2021 – the Remuneration Committee reviewed and considered feedback 
from shareholders in relation to the proposed new Remuneration Policy and made amendments to the Policy as 
appropriate; 

 — 22 April 2021 – the Remuneration Committee approved the 2021 salary adjustments in line with the wider workforce 

increases and the 2020 bonuses for SET members, excluding Executive Directors;

 — 27 May 2021 – the Remuneration Committee considered the granting of options to employees under the Group’s 
Long  Term  Incentive  Plan  (including  both  Performance  Shares  Awards  and,  for  below  Board  members  of  staff, 
Restricted Stock Awards) and Deferred Bonus Plan; 

 — 11 August  2021  –  the  Remuneration  Committee  considered  the  extent  to  which  the  share  price  performance 
conditions for the August 2018 grants of options had been met and whether vesting was appropriate by reference to 
the performance underpin. The outcome was that 35% of the options granted in August 2018 would vest for Stuart 
Paynter and 30.6% for John Dawson, more information is included on page 105; and

 — 9 September 2021 – the Remuneration Committee approved an invitation to all employees to participate in the 2021 

offer under the Group’s Sharesave scheme. 

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
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Corporate Governance
Directors’ Remuneration Report

Single total figure of remuneration
(audited)

The following tables show a single total figure of remuneration for 2021 for each Director and comparative figures 
for 2020.

2021
John Dawson
Stuart Paynter
Total

2020
John Dawson
Stuart Paynter
Total

Salary  
£’000
455
310
765

Salary  
£’000
431
239
670

Benefits 1  
£’000
11
11
22

Benefits 1  
£’000
11
11
22

Bonus  
£’000
573
387
960

Bonus  
£’000
457
263
720

LTIP 2  
£’000
721
336
1,057

LTIP3 
£’000
 294
533
 827

Pension 4  
£’000
68
47
115

Pension 4  
£’000
65
36
101

Total  
£’000
1,828
1,091
2,919

Total fixed 
remuneration
534
368
902

Total variable 
remuneration
1,294
723
2,017

Total  
£’000
1,258
1,082
 2,340

Total fixed 
remuneration
507
286
793

Total variable 
remuneration
 751
796
 1,547

1  Benefits comprise medical insurance and the provision of a car allowance.
2  This comprises: 

(a) the Performance Shares Awards granted under the LTIP in 2018 which vested on 11 August 2021; and
(b) the portion of the Performance Share Awards granted in 2019 which vest by reference to performance to 31 December 2021. 
 The performance criteria, performance against them and details of the calculations of the values included in the single total figure of remuneration table are set out on pages 112 to 115.
 This comprises the Performance Shares Awards granted under the LTIP in 2017 which vested on 13 July 2020 (in the case of John Dawson) and on 25 September 2020 (in the case 
of Stuart Paynter). The relevant performance criteria and the performance against them are set out on pages 108 and 109 of the 2020 Directors’ Remuneration Report. The values are 
calculated by reference to the share price at the last day of the period over which the share price was averaged to determine the extent of vesting (751p in the case of John Dawson 
and 819p in the case of Stuart Paynter).
 Pension contributions are made into the Group’s defined contribution scheme, or at the election of the Director, as a cash allowance in lieu of a company pension contribution –
John Dawson and Stuart Paynter elected to receive such a cash allowance.

3 

4 

2021 Annual Bonus
Each Executive Director was eligible to earn a bonus of up to 150% of salary for 2021, subject to the satisfaction of 
performance objectives.

John Dawson’s bonus was based solely on Group objectives. Stuart Paynter’s bonus was based on Group objectives as 
regards 80% of the opportunity and personal objectives as regards 20% of the opportunity. 

In January 2022, the Remuneration Committee met to consider the achievement of the 2021 objectives and the extent 
to which bonuses were earned for 2021. The performance of the business in 2021 is set out in detail in the Strategic 
Report from pages 12 to 76.

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
Group objectives element
Performance against the applicable Group objectives for 2021 was as follows:

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Weighting

Performance assessed

Assessment  
against objective

% of bonus awarded

25%

Objective
CDMO
To service the Group’s customers 
to achieve agreed milestones/
decision gates, along with 
improvements in net promoter 
score (customer satisfaction) from 
baseline 

To launch a client process that 
reduces the on-boarding time 
from project initiation to batch 
start 

To sign agreements with new 
partners for CDMO projects 
(late-stage and early-stage 
projects)

To initiate six additional new viral 
vector projects (to include new 
and current partners)

To target the initiation of one 
project for commercial 
manufacture

To gain approval for one Fill & 
Finish suite at Oxbox by the third 
quarter of 2021

Platform
To achieve four new inventions

15%

To apply a Group invention  
into a GMP setting

To in-license technology  
for the platform

To use analytical automation  
in a GMP or R&D setting

To establish a partnership  
for the in vivo CAR-T programme

15%

Partially met 
equivalent to 
target 
performance

12%

Largely met –  
equivalent to 
performance 
between target 
and maximum

–  Whilst the Remuneration Committee recognised the 
strong service provided to customers to achieve 
agreed milestones/decision gates, as there was no 
improvement in the net promoter score (customer 
satisfaction) from baseline, no bonus was earned by 
reference to this objective (0% earned from maximum 
of 5%)

–  The Group launched a process that reduced the 

onboarding time from project initiation to batch start, 
so this objective was met (2.5% of bonus earned from 
maximum 2.5%)

–  The objective of signing new partners for CDMO 
projects was met, with projects for Boehringer 
Ingelheim and Arcellx announced in 2021 (5% of 
bonus earned from maximum 5%)

–  Although six new additional viral vector projects 

inititated in 2021 cannot be disclosed for confidentiality 
reasons, the Remuneration Committee noted that this 
objective was achieved with projects initiated with both 
new and current partners (5% of bonus earned from 
maximum 5%)

–  This objective was achieved by the commercial 
manufacture of the adenovirus-based Oxford 
AstraZeneca vaccine for AstraZeneca (2.5% of bonus 
earned from maximum 2.5%)

–  As the Fill & Finish A suite at Oxbox was not MHRA 

licensed by third quarter 2021,this objective was not 
achieved(0% earned from maximum of 5%)

—  The Group successfully filed six new patent 

applications so that this objective was achieved  
(4% of bonus earned from maximum 4%)

—  The application and/exemplification of a Group 

invention in a GMP setting was met, with the Process 
C: U1 and perfusion USP exemplified in second half  
of 2021 (3% of bonus earned from maximum 3%)
—  The objective to bring in new technology for the 

platform was not met in 2021 (0% of bonus earned 
from maximum 3%)

—  R&D automation was exemplified as a service across 
PR&D/R&D in the second half of 2021 and initiation  
of GMP automation for integration assay towards the 
end of 2021. Accordingly, this objective was achieved 
in full (3% earned from maximum of 3%)

—  The objective of establishing a partnership to enable 
in vivo CAR-T platform development was met with 
agreements signed with a biopharmaceutical 
company (whose identity cannot be disclosed for 
confidentiality reasons) and an academic partner 
(whose identity cannot be disclosed for confidentiality 
reasons) (2% earned from maximum of 2%)

15%

Products
To establish one new academic 
relationship focused on product 
identification 

To engage with a company on 
product discussions 

To advance an internal product to 
a meaningful milestone

—   One new academic relationship focused on product 
identification was successfully established with a UK 
university (not disclosed for confidentiality reasons) 
and two projects have been agreed at the end of 
2021 (2.5% of bonus earned from maximum of 2.5%)

Largely met –  
equivalent to 
performance 
between target 
and maximum

12.5%

—   The Group successfully engaged with several 

companies (undisclosed for confidentiality reasons) 
for clinical products and, therefore, this objective was 
fully met (10% of bonus earned from maximum 10%)

—   The objective to advance an internal product 

candidate to a meaningful milestone was not achieved 
(0% of bonus earned from maximum of 2.5%)

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Objective

Financial objectives
To achieve revenue

To achieve Operating EBITDA

To achieve cash flow targets as set 
by the budget approved by the 
Board

Organisational development
To deliver on digitalisation projects 
planned for 2021 to ensure that the 
Group remains effective for its size 

To focus on stakeholder 
engagement in various ways, 
including through the Workforce 
Engagement Panel to deliver on 
year one of the employee 
engagement strategy

To ensure the Group’s ESG goals 
are set for 2021 and are met 
effectively 

To implement the Group’s learning 
and development strategy 

To develop a strategic workforce 
plan

Weighting

Performance assessed

Assessment  
against objective

% of bonus awarded

35%

—  The Group outperfomed the revenue targets, with the 
budget of £125.4m set and £142.8m achieved (20% of 
bonus earned from maximum of 20%)

—  The Group significantly exceeded the Operating 

Met in full – 
equivalent to 
maximum 
performance 

35%

9.5%

Largely met –  
equivalent to 
performance 
between target 
and maximum

EBITDA target set in the budget, with the budget of 
£8.9m set and £35.9m achieved (10% of bonus 
earned from maximum of 10%)

—  The Group completed a £50 million capital raise in 

September 2021, achieving stretch cash flow targets 
in the budget (5% earned from maximum of 5%)

10%

—   The digitalisation projects including the Laboratory 

Information Management System (LIMS), the 
Human Resources (HR), system and iManage were 
delivered during 2021 (2% of bonus earned from 
maximum of 2%)

—   Stakeholder engagement under section 172 such as 
the Workforce Engagement Panel (WEP) being 
embedded into the business and adding significant 
value was achieved. The employment engagement 
strategy was rolled out to include Pulse surveys, 
Team talk and a full employment engagement survey 
completed in November 2021 (2% of bonus earned 
from maximum of 2%)

—   The Group’s ESG objectives for the five pillars 

(People; Community; Environmental; Innovation 
and Supply Chain: see ESG report on pages 57 to 73) 
were effectively set in 2021 and targets set were 
mainly met (1.5% earned from maximum of 2%)
—   The learning and development strategy for the 

Group was successfully developed and delivered and 
as a result this objective was met in full (2% of bonus 
earned from maximum of 2%)

—   The Group developed a strategic workforce plan for 
the HR team as a pilot and successfully planned a 
strategic workforce plan and organisation design to 
reflect the strategy review in 2021, therefore this 
objective was met in full (2% of bonus earned from 
maximum of 2%)

In aggregate, the Group objectives were achieved as to 84%.

Personal objectives element – Stuart Paynter
The personal element of the bonus for Stuart Paynter was assessed by reference to the achievement of clear personal 
objectives  and  targets,  which  supported  the  strategic  objectives  of  the  business.  The  objectives  and  targets  are 
considered by the Group to be commercially sensitive, as they will give our competitors insight into our strategic plans, 
and so are not disclosed in detail. However, the principal areas of the personal objectives were related to leading a 
successful fundraise, optimising the financial strategy for the Group, enhancing the internal controls within the financial 
function of the Group, establish business partnering organisation for the finance function and improve the timeframe 
for the audit sign off for the annual accounts.

The Remuneration Committee undertook a robust assessment of the achievements of Stuart Paynter with respect to 
his personal objectives, and based on achievements against those objectives determined that they were satisfied as to 
80% such that a bonus of 24% of salary was earned by reference to these objectives.

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Overall bonus outturn
Accordingly, bonuses earned by the Executive Directors in respect of 2021 were:

 — John Dawson: £573,000 (126% of salary); and

 — Stuart Paynter: £387,000 (125% of salary).

The Remuneration Committee reviewed performance against the annual bonus out-turn and concluded the overall 
bonus payments to be appropriate. The bonuses will be paid 50% in cash and 50% in deferred share awards.

The deferred share awards are not subject to further performance targets and will become exercisable in three equal 
instalments on the first three anniversaries of the award date.

The single total figures of remuneration for Non-Executive Directors are shown in the table below. Because the Non-
Executive Directors do not receive any remuneration other than fees, no separate totals are included in the table below. 
Both Martin Diggle (who left the Board on 3 February 2021) and Robert Ghenchev elected to receive no fees for their 
services as Directors.

Fees (audited)
Dr. Roch Doliveux 1
Dr. Andrew Heath2
Stuart Henderson
Dr. Heather Preston
Dr. Sam Rasty
Professor Dame Kay Davies3
Dr. Michael Hayden3
Catherine Moukheibir3 
Lorenzo Tallarigo
Total

2021
£’000
225
26 
85
140 4
130 4
54
83 4
4
–
747

2020
£’000
119
65
67
67
7
n/a
n/a
n/a
72
397

1  Dr. Roch Doliveux’s 2020 fees was for seven months.
2  Dr. Andrew Heath stepped down from the Board on 27 May 2021. In the table above his fees for 2021 are his fees to the date on which he stepped down from the Board.
 Professor Dame Kay Davies was appointed to the Board with effect from 1 March 2021. Dr. Michael Hayden was appointed to the Board with effect from 15 July 2021.  
3 
Catherine Moukheibir was appointed to the Board with effect from 14 December 2021.
 This includes the additional fee of £50,000 payable to Non-Executive Directors recruited from or based in the United States. The after tax amount of this additional fee was used  
to acquire shares at market value.

4 

Aggregate Directors’ emoluments (audited)
Salaries
Benefits
Pension/cash alternative
LTIP
Bonuses
Non-Executive Directors fees
Total

2021
£’000
765
22
115
1,057
960
747
3,666

2020
£’000
670
22
101
827 
720
397
2,737

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Performance Shares Awards granted under the LTIP and vesting during 2021
(audited)

2018 Awards
Performance Shares Awards were granted under the LTIP on 7 August 2018 to John Dawson and Stuart Paynter when 
the share price was 904p. The performance conditions were as follows:

Average annual compound share price growth  
over the three-year period starting with the date of grant
Less than 10%
10% (i.e. 33.1% over 3 years)

Between 10% and 17.5%

17.5% or more (i.e. 62.2% over 3 years)

Percentage of the awards that will vest
0%
John Dawson: 20%
Stuart Paynter: 25%
Calculated on a straight-line basis between 20% (in the case of John Dawson)  
or 25% (in the case of Stuart Paynter) and 100%
100%

These Performance Shares Awards vested during 2021. The share price was averaged across three months prior to the 
end of the applicable assessment period. Over the three-year performance period, the annual compound share price 
growth was 11.05% resulting in a vesting outturn of 30.6% for John Dawson and 35% for Stuart Paynter.

For the purposes of the single total figure of remuneration table the value of these awards is calculated as follows.

Shares subject  
to award
52,555
23,647

Vesting outturn
30.6%
35%

Vested shares
16,081
8,276

Value attributable 
to share price  
at grant 1
145,375
74,819

Value attributable to 
the growth in share 
price vesting 2
73,009
37,575

Total value
218,384
112,394 

Executive Director
John Dawson
Stuart Paynter

1  Share price at grant: 904p.
2   Share price at vesting: 1358p.

The  awards  were  also  subject  to  a  performance  underpin,  such  that  they  would  vest  only  to  the  extent  that  the 
Remuneration Committee considers that the overall performance of the business across the period justifies it. The 
Remuneration  Committee  reviewed  performance  against  this  underpin  and  concluded  the  overall  payments  to  be 
appropriate. Clawback and malus provisions will apply to the awards.

2019 Awards
Performance Shares Awards were granted under the LTIP on 18 April 2019 to John Dawson and Stuart Paynter when 
the share price was 704.6p. The performance conditions were based on growth in revenue between 2018 and 2021 as 
regards 50% of the award and growth in share price over the three years starting with the date of grant as regards 50% 
of the award. 

The share price performance condition will be assessed in April 2022 and the vesting outturn in respect of that element 
will be confirmed in the 2022 Directors’ Remuneration Report. The revenue growth performance condition was as 
follows:

Compound annual growth rate of the Group’s revenue  
between 2018 and 2021
Less than 15%
15% (i.e. 52.1% over three years)
Between 15% and 24%
24% or more (i.e. 90.7% over 3 years)

Percentage of the award subject to the revenue measure that vest
0%
25%
Calculated on a straight-line basis between 25% and 100%
100%

Over the three-year performance period, the compound annual growth rate of the Group’s revenue was 28.8% resulting 
in an estimated vesting outturn of 100%.

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For the purposes of the single total figure of remuneration table the value of these awards is calculated as follows.

Executive Director
John Dawson
Stuart Paynter

Shares subject  
to award
72,736
32,358

Shares subject 
to the revenue 
performance 
condition1
36,368
16,179

Estimated 
vesting outturn 
of the elements 
of the awards 
subject to  
the revenue 
performance 
condition
 100%
 100%

Estimated 
number  
of shares that 
will vest  
by reference to 
the revenue 
performance 
condition1
36,368
16,179

Value 
attributable  
to share price  
at grant2
256,394
114,062

Value 
attributable  
to the growth  
in share price  
to vesting2,3
247,302
110,017

Total value
503,696
224,079 

1   As noted above, the share price performance condition will be assessed in April 2022 so that only the element of the award subject to the revenue performance condition is included in  

this table.

2   Share price at grant: 704.6p.
3   The awards will not vest until the share price performance condition has been assessed. In line with the applicable regulations, the share price for these purposes is taken to be the 

average share price over October, November and December 2021, being 1,384.94p.

The  awards  are  also  subject  to  a  performance  underpin,  such  that  they  would  vest  only  to  the  extent  that  the 
Remuneration Committee considers that the overall performance of the business across the period justifies it. The 
Remuneration  Committee  will  review  performance  against  this  underpin  following  the  end  of  the  share  price 
performance period.

Performance Shares Awards granted under the LTIP during 2021
(audited)

On 8 June 2021, the Executive Directors were awarded the following Performance Shares Awards under the LTIP:

John Dawson
Stuart Paynter

Basis of award
(% of salary)
200%
175%

Number of shares  
under award
80,460
47,966

Face value  
of grant
£910,000
£542,495

The number of shares under award was calculated by reference to the average share price of 1131p in the five business 
days prior to the date of the award.

The awards are nil cost options and are subject to a three-year vesting period. They are subject to the achievement of 
the performance conditions based on relative Total Shareholder Return, growth in revenue and strategic milestones set 
out below.

TSR and Revenue performance conditions

Vesting amount
0%
25%
100%

TSR1 – relative TSR performance  
(40% of the award)
Below median
Median
Upper quartile

Revenue2 – compound annual growth rate  
(40% of the award)
Less than 15%
15%
30%

1   Company’s TSR over a three-year performance period relative to the TSR performance of companies in the NASDAQ Biotechnology Index.  

TSR will be assessed over a three-year period from the date of grant of the awards, with a three-month averaging period applied. 

2   Assessed over the three financial-year performance period 2021 – 2023.

Strategic milestones performance conditions (20% of the award)
The measures and targets relating to these performance conditions are commercially sensitive and will be disclosed 
when this is no longer the case, and no later than when the awards vest. The measures are aligned with the Group’s 
strategy  with  the  level  of  vesting  determined  by  reference  to  the  achievements,  with  25%  vesting  for  delivery  of  a 
threshold milestone and 50% vesting for delivery of a target milestone.

A performance underpin also applies, such that the awards will only vest to the extent that the Remuneration Committee 
considers that the overall performance of the business across the period justifies it.

Although  the  awards  will  vest  following  the  assessment  of  the  performance  period  (subject  to  satisfaction  of  the 
performance conditions), they cannot be exercised until the end of a further holding period of two years.

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Statement of Directors’ shareholding and share interests
(audited)

The  Remuneration  Committee  has  adopted  a  shareholding  guideline  for  the  Executive  Directors,  which  specifies  
a shareholding equivalent to 200% of base salary.

The value of the shares as at 31 December 2021 has been determined based on a share price of 1,230p (being the 
prevailing closing share price on 31 December 2021). Under this criteria John Dawson meets the shareholding guideline, 
with Stuart Paynter working towards meeting this guideline.

The interests in shares of the Directors who served during the year as at 31 December 2021 were as follows:

Executive Directors
John Dawson
Stuart Paynter

Non-Executive Directors
Dr. Roch Doliveux
Martin Diggle1
Dr. Andrew Heath3
Stuart Henderson
Dr. Heather Preston
Robert Ghenchev2
Dr. Sam Rasty
Professor Dame Kay Davies
Dr. Michael Hayden
Catherine Moukheibir

Shares held outright
2020
2021
90,343
90,343
10,742
10,742

Vested but
unexercised options
2020
2021
476,249
553,820
65,115
101,462

Deferred bonus  
plan not yet  
exercisable
2020
51,251
26,382

2021
46,349
26,582

Unvested Performance 
Shares Awards subject to 
performance conditions
2020
196,096
89,620

2021
155,139
130,254

125,000
9,768,615
11,628
8,862
2,235
–
2,235
–
1,910
–

125,000
10,738,616
11,628
8,862
–
–
–
–
–
–

1  Includes the interest of Vulpes Life Science Fund, Vulpes Testudo Fund and other parties connected to Martin Diggle, as at 3 February 2021 when Martin Diggle stepped down from the 
Board.
2  Robert Ghenchev is Head of Growth Equity at Novo Holdings which has a holding of 8,253,000 shares.
3  Dr. Andrew Heath stepped down from the Board on 27 May 2021 and his 2021 numbers of shares is at that date.

Reflecting best practice, the Remuneration Committee has adopted, with effect from 1 January 2019, a post-cessation 
shareholding guideline, as set out in the Directors’ Remuneration Policy.

During 2021 the following options have vested and lapsed:

LTIP 
John Dawson
Stuart Paynter

Deferred bonus 
John Dawson
Stuart Paynter

Unvested at  
1 January 2021
196,096
89,620

Vesting  
during 2021
52,449
24,455

Unvested at  
1 January 2021
51,251
26,382

Lapsed  
during 2021
36,474
15,371

Vesting  
during 2021
25,122
11,892

Awarded  
during 2021
47,966
80,460

Unvested at  
31 December 2021
155,139
130,254

Awarded  
during 2021
20,221
11,642

Unvested at  
31 December 2021
46,350
26,132

During 2020 and 2021, John Dawson and Stuart Paynter did not exercise any options.

In 2022, the share price performance criteria for the Performance Shares Awards granted in respect of 2019 will be 
assessed. The vesting outturn will be confirmed in the 2022 Directors’ Remuneration Report. 

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Payment to past Directors and payments for loss of office
(audited)

No payments for loss of office or payments to past directors were made during 2021. 

As  announced  on  17 January  2022,  John  Dawson  signalled  his  intention  to  retire.  Information  in  relation  to  the 
remuneration  arrangements  associated  with  his  retirement  is  set  out  in  the  statement  from  the  Remuneration 
Committee’s Chair on page 105. 

Performance graph and comparison with CEO’s remuneration
The chart below illustrates the Company’s TSR performance since January 2012 relative to the FTSE all-share index, the 
FTSE 350  Pharma  and  Biotech  index  and  the  NASDAQ  Biotech  index.  The  FTSE  all-share  index  has  been  selected 
because it represents a broad-based measure of investment return from equities. The FTSE 350 Pharma and Biotech 
index, comprising Pharma and biotech companies listed in the UK and are constituents of the FTSE 350 index, and the 
NASDAQ  Biotech  index  in  the  United  States  (NASDAQ  Biotech)  market,  provide  further  benchmarks  that  are  more 
specific comparators.

Key:

 Oxford Biomedica plc 
 FTSE all-share index 

 FTSE 350 Pharma and Biotech index
 NASDAQ Biotech index

1.600

1.400

1.200

1.000

800

600

400

200

0

Dec 12

Dec 13

Dec 14

Dec 15

Dec 16

Dec 17

Dec 18

Dec 19

Dec 20

Dec 21

CEO’s remuneration in last ten years

Year
CEO’s total single figure  
of remuneration 
LTIP vesting 
Annual bonus 

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

£’000
% of maximum
% of maximum

401
40%
17%

468
0%
30%

680
0%
75%

732
100%
42%

653
50%
50%

811
25%
85%

1,311
80%
92%

1,220
100%
70%

1,258
62%
85%

1,828 
42% 1
84%

1  The vesting percentage has been calculated by calculating the weighted average vesting percentage of the 2018 LTIP award and the revenue element of the 2019 LTIP award.

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Percentage change in remuneration of Directors and employees
The table below shows the percentage change in salary/fees, benefits and bonus between 2019, 2020 and 2021 for the 
Directors. Professor Dame Kay Davies, Dr. Michael Hayden and Catherine Moukheibir were appointed during 2021 and, 
accordingly, they have been excluded from the table below. Neither Martin Diggle nor Robert Ghenchev received any 
remuneration for their role, and accordingly they have been excluded from the table below. The average percentage 
change in the same elements of remuneration over the same period are in respect of a comparator group of employees. 
The regulations require that the comparator group is all employees of the Company; however, as the Company (Oxford 
Biomedica plc) has no employees and for consistency with prior years the Remuneration Committee has chosen as the 
comparator group all those employees other than the Directors who were employed by Oxford Biomedica UK Ltd 
throughout the whole of the relevant years.

Year
John Dawson
Stuart Paynter
Dr. Andrew Heath1
Stuart Henderson
Dr. Heather Preston
Dr. Roch Doliveux2
Dr. Sam Rasty3
Comparator  
employee group

Salary/Fees

Benefits

Bonus

2020 – 2021  
% change
6
30
(60)
27
109
89
1,757

2019 – 2020  
% change
5
5
0
3
3
N/A
N/A

2020 – 2021  
% change
0
0
–
–
–
–
–

2019 – 2020  
% change
0
0
–
–
–
N/A
N/A

2020 – 2021  
% change
25
47
–
–
–
–
–

2019 – 2020  
% change
27
28
–
–
–
N/A
N/A

8

9

9

11

22

98

1  Dr. Andrew Heath retired from the Board on 27 May 2021. The reduction in his fees between 2020 and 2021 reflects that 2021 was a part year only.
2  Dr. Roch Doliveux was appointed as a Director in June 2020. The increase in his fees between 2020 and 2021 reflects that 2020 was a part year only.
3  Dr. Sam Rasty was appointed as Director in December 2020. The increase in his fees between 2020 and 2021 reflects that 2020 was a part year only.

CEO’s pay ratio
The table below sets out the CEO’s pay ratio at the 25th, median and 75th percentile employee within the organisation. 
The Group used Option A as defined in The Companies (Miscellaneous Reporting) Regulations 2018, as this calculation 
methodology for the ratios was considered to be the most accurate method. The 25th, median and 75th percentile pay 
ratios were calculated using the full-time equivalent remuneration for all UK employees as at the end of 2018, 2019, 
2020 and 2021 respectively. Employees’ involvement in the Group’s performance is encouraged, with all employees 
eligible to participate in the Share Option Scheme or the LTIP. From 2020 all eligible employees (previously only certain 
employees) may participate in discretionary bonus schemes. The Group aims to provide a competitive remuneration 
package  which  is  appropriate  to  promote  the  long-term  success  of  the  Group  and  to  apply  this  policy  fairly  and 
consistently to attract and motivate employees. The Group considers the median pay ratio to be consistent with the 
Group’s wider policies on employee pay, reward and progression.

Financial year
2018
2019
2020
2021 

Method
Option A
Option A
Option A
Option A

25th percentile pay ratio
1:48
1:42
1:40
1:59

Median pay ratio
1:37
1:32
1:30
1:44

75th percentile pay ratio
1:27
1:24
1:23
1:32

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Pay details for the individuals are set out below:

2018
Salary (£’000)
Total remuneration (£’000)

CEO
£380
£1,311

2019
Salary (£’000)
Total remuneration (£’000)

2020
Salary (£’000)
Total remuneration (£’000)

CEO
£410
£1,220

CEO
£431
£1,258

2021
Salary (£’000)
Total remuneration (£’000)

CEO
£455
£1,828 

25th percentile
£25
£27

25th percentile
£26
£29

25th percentile
£28
£31

25th percentile
£27
£31

Median
£32
£35

Median
£35
£38

Median
£37
£42

Median
£36
£42

75th percentile
£44
£48

75th percentile
£45
£50

75th percentile
£47
£55

75th percentile
£50
£57

Relative importance of spend on pay
The chart below illustrates the spend on employee remuneration compared with the Group’s key cash measures.

Since the Group does not make dividend or other distributions, these have not been included in the table.

The Group’s key cash measures were chosen by the Directors because they illustrate very clearly the importance of 
employee remuneration as a fundamental element of operational spend and our activities, as well as the continued 
investment of the business in its people. The key cash measure amounts were identified as being:

200

150

100

m
£

50

0

-50

Staff pay

Non-payroll costs

Cash generated from / (used in) 
operations

Net cash inflow/(burn)

Cash revenues

  2019
  2020 
  2021

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Approach to Directors’ Remuneration in 2022
The  Company’s  approach  to  Directors’  Remuneration  in  2022  is  set  out  in  the  statement  from  the  Remuneration 
Committee Chair on pages 104 to 109. 

Statement of voting at AGM
At the 2021 AGM, the 2020Directors’ Remuneration Report was approved by shareholders as follows:

Resolution
Approval of the Directors’ 
Remuneration Report

Votes for (including 
discretionary)

% for

Votes against

% against

Total votes cast (excluding 
votes withheld)

Votes withheld 
(abstentions)

57,042,439

98.73%

731,131

1.27%

57,773,570

630,076

At the 2021 AGM, the 2020 Directors’ Remuneration Policy was approved by shareholders as follows:

Resolution
Approval of the Directors’ 
Remuneration Policy

Votes for (including 
discretionary)

% for

Votes against

% against

Total votes cast (excluding 
votes withheld)

Votes withheld 
(abstentions)

46,437,980

80.95%

10,926,461

19.05%

57,364,441

1,039,205

Advisers to the Remuneration Committee
Deloitte  LLP  acted  as  adviser  to  the  Remuneration  Committee  during  2021.  Deloitte  is  a  founding  member  of  the 
Remuneration Consultants Group and adheres to its Code of Conduct in relation to Executive remuneration consulting 
in the UK. Deloitte’s fees for advice to the Remuneration Committee during 2021 were £46,550 plus VAT. The advice 
received  from  Deloitte  LLP  was  both  objective  and  independent.  Deloitte  also  advised  the  Group  on  below  Board 
remuneration,  on  the  operation  of  its  share  plans,  on  corporate  tax  matters,  on  internal  controls,  and  on  the  tax 
treatment of non-UK resident Directors during 2021.

The  Remuneration  Committee  reviewed  the  potential  conflicts  of  interest  and  the  safeguards  against  them  and  is 
satisfied that Deloitte does not have any such interests or connections with the Group that may impair independence.

Dr. Heather Preston
Chair, Remuneration Committee

20 April 2022

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Directors’ Remuneration Policy
(not subject to audit)

We have included below the parts of the Directors’ Remuneration Policy that we think shareholders will find most 
useful, but with the table of service contracts updated to reflect the current circumstances. The full Policy as approved 
at  the  AGM  on  27 May  2021  is  included  in  the  Company’s  Directors’  Remuneration  Report  for  the  year  ended  
31 December 2020, which is available on the Company’s website at www.oxb.com.

Policy table

Component and purpose

Operation

Maximum potential

Performance targets and metrics

Executive Directors
Base salary
To provide a base salary which 
is sufficient to attract and 
retain Executive Directors of a 
suitable calibre.

Base salaries are initially set by reference to 
market information at the time of appointment 
and taking into account the experience and 
previous package of the new Executive Director.
Base salaries are normally reviewed annually 
taking into account a number of factors which 
may include (but are not limited to):
– underlying Group performance;
– role, experience and individual performance;
–  competitive salary levels and market forces; 

and

– pay and conditions elsewhere in the Group. 
Any changes are normally effective from  
1 January.

While there is no maximum salary, increases will 
normally be in line with the level of salary 
increase awarded (in percentage of salary terms) 
to other employees in the Group.
Salary increases above this level may be 
awarded in appropriate circumstances, such as, 
but not limited to:
–  where an Executive Director has been 

promoted or has had a change in scope or 
responsibility;

–  to reflect an individual’s development or 
performance in role (e.g. to align a newly 
appointed Executive Director’s salary with  
the market over time);

–  where there has been a change in market 

practice; or

–  where there has been a change in size and/or 

complexity of the business.

Such increases may be implemented over such 
time period as the Remuneration Committee 
deems appropriate.

While no formal performance conditions apply, 
an individual’s performance in role is taken into 
account in determining any salary increase.

Benefits
To provide benefits on a 
market competitive basis.

Retirement benefits 
To provide funding for 
retirement.

Benefits are provided in line with market 
practice and may include medical insurance 
(including for the Executive Director’s spouse  
or partner and dependants), life assurance, 
permanent health insurance, provision of a 
company car or a car allowance, assistance with 
the preparation of tax returns, tax equalisation 
arrangements, other benefits consistent with 
those typically offered in their country of 
residence and other appropriate benefits 
determined by the Remuneration Committee. 
Additional benefits may be provided based on 
individual circumstances, including the location 
of the Executive Director. These may include, for 
example, travel expenses. 

The Group operates a defined contribution 
scheme for all employees, including Executive 
Directors. In appropriate circumstances, such  
as where contributions exceed the annual or 
lifetime allowance, Executive Directors may  
be permitted to take a cash supplement instead 
of some or all of the contributions to a pension 
plan. Non-UK national Executive Directors may 
be permitted to participate in home country 
pension arrangements where appropriate.

There is no predetermined maximum but the 
totals are reviewed annually by the 
Remuneration Committee.

Not applicable.

Not applicable.

Any Executive Director appointed  
before 1 January 2021
A maximum employer contribution or cash 
supplement (or combination thereof):
−  of 15% of base salary up to 31 December 2022; 

and

−  with effect from 1 January 2023, not 

exceeding the contribution available to the 
wider workforce (currently 7.5%).

Any Executive Director appointed  
after 1 January 2021
A maximum employer contribution or cash 
supplement (or combination thereof) not 
exceeding the contribution available to the 
wider workforce (currently 7.5%). 

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Corporate Governance
Directors’ Remuneration Report

Component and purpose

Operation

Maximum potential

Performance targets and metrics

Sharesave scheme
To create alignment with the 
Group and promote a sense 
of ownership.

Annual bonus
To incentivise and reward 
delivery of the Group’s 
objectives.

Delivery of part of the bonus 
in deferred shares aligns the 
incentive package with 
shareholders’ interests.

Not subject to performance measures in line with 
usual practice.

The performance metrics may be based on 
financial or strategic objectives (which may 
include ESG metrics and individual objectives). 
Metrics and targets are set by the Remuneration 
Committee taking into account the strategic 
needs of the business. Financial objectives are 
typically assessed over a financial year, but may 
be assessed over part of the year.

Given the nature of the business, these objectives 
and metrics may change significantly each year.

There is no minimum bonus earned if threshold 
performance is not met. For financial metrics,  
up to 50% of the maximum which may be earned 
for a metric is earned for on-target performance, 
rising to 100% for meeting or exceeding the 
maximum level of performance. For strategic 
objectives, the bonus will be earned between 0% 
and 100% based on the Remuneration Committee’s 
assessment of the extent to which the objective 
has been achieved. 

For the Sharesave scheme, participation limits 
and the level of discount permitted in setting the 
exercise price are those set by the UK tax 
authorities from time to time.

For any other all-employee share plan, the 
maximum will be determined in accordance 
with the plan rules and will be the same as for 
other qualifying employees. 

Executive Directors are entitled to participate in 
a tax qualifying all employee Sharesave scheme 
under which they may make monthly savings 
contributions over a period of three or five years 
linked to the grant of an option over the 
Company’s shares with an option price which 
can be at a discount of up to 20% to the market 
value of shares at grant (or such other discount 
as may be permitted by the applicable legislation 
from time to time).

Executive Directors will be able to participate on 
the same basis as other qualifying employees in 
any other all-employee share scheme adopted 
by the Group. 

Bonus targets and measures are typically 
reviewed annually and any pay-out is determined 
by the Remuneration Committee after the year 
end.

Any Overseas Executive Director  
The maximum bonus opportunity is 200%  
of base salary. 

Any Executive Director appointed before  
1 January 2021 and any Executive Director 
appointed after that date who is not an 
Overseas Executive Director 
The maximum bonus opportunity is 150%  
of base salary.

The Remuneration Committee has discretion  
to amend the pay-out should: (1) any potential 
pay-out not reflect the Remuneration Committee’s 
assessment of overall performance; (2) any 
potential pay-out be inappropriate in the 
context of circumstances that were unexpected 
or unforeseen at the start of the performance 
period; or (3) there be any other reason why an 
amendment is appropriate.

Ordinarily, 50% of the bonus is delivered as  
cash and 50% is delivered in deferred shares.  
The Remuneration Committee may permit  
or require the deferral of a greater proportion  
of any bonus earned.

Deferred shares ordinarily become exercisable in 
three equal instalments on the first, second and 
third anniversaries of the award. The deferred 
shares are not subject to further performance 
targets. 

Additional shares may be awarded in respect of 
deferred shares to reflect the value of dividends 
over the deferral period. These dividend 
equivalents may assume the reinvestment  
of dividends into shares on a cumulative basis.

Recovery provisions apply as summarised on the 
next page. 

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Component and purpose

Operation

Maximum potential

Performance targets and metrics

Long Term Incentives
To augment shareholder 
alignment by providing 
Executive Directors with 
longer term interests in shares 
whilst requiring challenging 
performance before the 
awards vest.

At the discretion of the Remuneration Committee, 
annual grants of nil or nominal cost shares 
awards (“Performance Shares Awards”) which 
vest subject to the achievement of performance 
targets, typically assessed over a three-year 
performance period.

Holding period
Vested shares will be subject to a holding period 
of two years after vesting before they are 
“released”. The holding period will be structured 
either on the basis that: (1) the Executive 
Director is not entitled to acquire shares until 
the end of it; or (2) the Executive Director is 
entitled to acquire shares following vesting but 
that (other than as regards sales to cover tax 
liabilities and any exercise price) the Executive 
Director is not able to dispose of those shares 
until the end of it.

Dividend equivalents
Additional shares may be awarded in respect  
of any Performance Shares Award to reflect  
the value of dividends over the period between 
the grant and the date on which the Executive 
Director is first able to acquire the vested shares. 
These dividend equivalents may assume the 
reinvestment of dividends into shares on a 
cumulative basis.

Recovery provisions apply as summarised 
below. 

Any Overseas Executive Director  
The maximum Performance Shares Award in 
respect of a financial year is 500% of base salary. 

Any Executive Director appointed  
before 1 January 2021 and any  
Executive Director appointed after  
that date who is not an Overseas Executive 
Director
The maximum Performance Shares Award is:
−  175% of base salary in respect of a financial 

year for an Executive Director other than the 
CEO; and

−  200% of base salary in respect of a financial 

year for the CEO.

Performance conditions will be based on 
financial measures or the achievement of 
strategic objectives (which may include ESG 
metrics). Financial measures may include (but are 
not limited to) share price and revenue measures. 

The Remuneration Committee has discretion to 
amend the formulaic vesting out-turn should: (1) 
any formulaic output not reflect the 
Remuneration Committee’s assessment of overall 
performance; (2) any formulaic output be 
inappropriate in the context of circumstances that 
were unexpected or unforeseen at the date of 
grant; or (3) there be any other reason why an 
amendment is appropriate.

For the achievement of threshold performance in 
respect of a financial measure, up to 25% of the 
award will vest rising to 100% of the award 
vesting for achieving or exceeding maximum 
performance; for below threshold performance, 
none of the award will vest.

For strategic measures, vesting will be 
determined between 0% and 100% depending 
upon the Remuneration Committee’s assessment 
of the extent to which the measure has been 
achieved.

Notes to the policy table

Recovery provisions
The annual bonus and long-term incentive awards are subject to malus and clawback provisions as follows:

Annual bonus:
For up to two years following the payment of an annual bonus award the Remuneration Committee may require the 
repayment of some or all of the cash award in the relevant circumstances (clawback). Deferred bonus awards which 
have not yet become exercisable may be cancelled or reduced in the relevant circumstances (malus). For up to one 
year following the first instalment of deferred shares becoming exercisable, the Remuneration Committee may require 
the repayment of some or all of the deferred shares in the relevant circumstances (clawback).

Long term incentive awards:
The Remuneration Committee has the right to reduce, cancel or impose further conditions on unvested awards in the 
relevant circumstances (malus). For up to two years following the vesting of a long term incentive award the Remuneration 
Committee may require the repayment of some or all of the award in the relevant circumstances (clawback).

Circumstances in which malus and/or clawback may be applied Malus or clawback may be applied in the event of:
 — A material misstatement of the Group’s financial results;

 — An error in the information or assumptions on which the award was granted or vests including an error in assessing 

any applicable performance conditions;

 — A material failure of risk management by the Group;

 — Serious reputational damage to the Group;

 — Material misconduct on the part of the participant; or

 — Material corporate failure.

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Corporate Governance
Directors’ Remuneration Report

Share ownership guidelines
To align Executives with shareholders and provide an ongoing incentive for continued performance, the Remuneration 
Committee has adopted formal share ownership guidelines, which apply both during and after employment. 

Shareholding guidelines during employment
Executive Directors are required to build and maintain a minimum level of shareholding equal to their normal annual 
LTIP opportunity. Executive Directors will be required to retain half of any post-tax (and if relevant, post exercise price) 
awards which vest under the long-term incentive plans, and half of any post-tax deferred shares becoming exercisable 
under the annual bonus, until the share ownership guideline has been satisfied. Shares which are fully owned with no 
outstanding vesting criteria count towards the shareholding guideline together with deferred annual bonus shares and 
shares subject to Performance Shares Awards which have vested but which are in a holding period (in each case, on a 
net of tax basis).

Shareholding requirement after employment
Shares are subject to this requirement only if they are acquired from long term incentive or deferred bonus awards 
granted after 1 January 2019. Following employment, an Executive Director must retain such of the relevant shares as 
have a value at cessation equal to their in-service shareholding requirement, with the required holding tapering to zero 
over a two-year period. If the Executive Director holds less than the required number of relevant shares at any time, they 
will be required to retain all of those shares. 

Performance targets and metrics
Performance targets for the annual bonus are set by the Remuneration Committee after taking into account the strategic 
needs of the business. A key component of the Group’s strategy is to develop cell and gene therapy products from pre- 
clinical proof of concept through to the end of Phase I or Phase II clinical studies before partnering or out-licencing. 
Annual bonus targets for a particular year are therefore likely to include specific product development targets depending 
on the stage of development of each opportunity. The annual bonus objectives are also likely to include targets related 
to generating recurring revenues such as from manufacturing or development services to third parties.

The performance metrics for long term incentives are determined to ensure that the most appropriate targets are set 
for the Group’s situation at the time. The approach to performance measures for the awards to be granted in 2022 is 
set out on page 107. It is the Group’s current intention that up to 30% of the overall long term incentive opportunity may 
be based on the delivery of specific strategic milestones in the future. It is intended that there will continue to be a 
performance underpin, such that the awards will only vest to the extent that the Remuneration Committee considers 
that the overall performance of the business across the period justifies it.

The Remuneration Committee retains the ability to adjust or set different performance measures if events occur (such 
as a change in strategy, a material acquisition and/or a divestment of a Group business, or a change in prevailing market 
conditions) which cause the Remuneration Committee to determine that the measures are no longer appropriate, and 
that amendment is required so that they achieve their original purpose.

Operation of share plans
Awards and options may be adjusted in the event of a variation of share capital or other relevant event in accordance 
with the rules of the applicable share plan. The Group’s share plans may be operated in accordance with their terms, 
including that awards may be granted as cash based awards over a notional number of shares, and that share awards 
may be settled in whole or in part in cash at the election of the Remuneration Committee; the Remuneration Committee 
would only use these cash provisions for operational flexibility, for example if a regulatory restriction in any territory 
prevented the Company from offering shares to an Executive Director. Where a long-term incentive award is granted 
as a “Market Value Option” as referred to in the “Approach to recruitment remuneration” section below, it may be settled 
on the basis that the participant receives for nil-cost a number of shares with a market value equal to the “gain” at 
exercise in the vested shares. 

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Differences in remuneration policy for all employees
The structure of the reward package for the wider employee population is based on the principle that it should be 
sufficient to attract and retain the best talent and be competitive within the biotech sector, remunerating employees for 
their contribution linked to the Group’s holistic performance.

All employees receive a base salary and are entitled to participate in benefits, including the Group’s defined contribution 
pension scheme to which the Group contributes.

In 2020, the Group introduced a Group-wide cash bonus scheme which will give employees at all levels the opportunity 
to share in the success of the Group by receiving a cash bonus linked to their grade level and their own personal 
performance. The maximum bonus receivable varies between the participating employees. 50% of the bonuses of the 
Executive Directors’ and Senior Executive Team are delivered in deferred shares, whereas all other staff receive 100% of 
their bonuses in cash.

Where possible, the Group also encourages employee share ownership through a number of share plans that allow 
employees to benefit from the Group’s success. Generally speaking, a much higher proportion of total remuneration 
for the Executive Directors is linked to business performance, compared to the rest of the employee population, so that 
remuneration will increase or decrease in line with business performance and to align the interests of Executive Directors 
and shareholders.

Consideration of employment conditions elsewhere in the Group
Each year the Remuneration Committee is briefed on the structure and quantum of the all-employee remuneration 
framework as well as throughout the year being informed about the context, challenges and opportunities relating to 
the remuneration of the wider workforce to enable the Remuneration Committee to consider the broader employee 
context when making Executive remuneration decisions.

The  Chief  Executive  Officer  determines  the  overall  salary  increases  and  bonuses  for  all  employees,  other  than  the 
Executive  Directors,  the  Senior  Executive  Team  and  Company  Secretary  which  are  subject  to  the  approval  of  the 
Remuneration Committee. The Group is committed to offering highly competitive reward packages for all employees. 
Every year, the Group benchmarks salaries and benefits against the local biotech and pharmaceutical market which 
informs the decision making process. The Chief Executive Officer discusses the overall increase in payroll cost and the 
total amount to be paid in bonuses with the Chair of the Remuneration Committee before implementing the salary 
increases and bonuses.

The  Remuneration  Committee  spent  considerable  time  in  the  second  half  of  2020  formulating  this  Remuneration 
Policy  (set  out  on  pages  123  to  125)  which  included  canvassing  the  views  of  shareholders.  Post  consultation  the 
Remuneration Committee engaged with the workforce on the Policy and Executive pay via the WEP in compliance with 
Provision 41 of the Corporate Governance Code.

Component and purpose

Operation

Maximum potential

Non-Executive Directors
Non-Executive Directors’ fees 
and benefits
To compensate Non-Executive 
Directors for their services to the 
Group.

The Chair’s fees are set by the Remuneration 
Committee.

The fees of other Non-Executive Directors are 
determined by the Board.

The Chair and Non-Executive Directors may be 
eligible to receive benefits such as the use of secretarial 
support, assistance with the preparation of tax returns, 
or other benefits that may be appropriate.

Travel and accommodation expenses in connection 
with attendance by the Chair and Non-Executive 
Directors at Board meetings (and any tax thereon) are 
paid by the Company.

The Chair and Non-Executive Directors do not 
participate in any of the Group’s incentive plans and 
do not receive pension contributions.

There is no overall maximum, but fees are set taking 
into account the responsibilities of the role and 
expected time commitment. 

Base fee and additional fees
Non-Executive Directors receive a base fee, with 
additional fees for chairing Board Committees and 
holding the office of Senior Independent Director. 
Supplementary fees may be paid for other 
responsibilities or time commitments.

Additional fees for Non-Executive Directors  
based outside the UK
An additional fee may be paid to any Non-Executive 
Director outside the UK to recognise the additional 
time commitment associated with their role. 

An additional fee of up to £50,000 per annum may be 
paid to any Non-Executive Director recruited from or 
based in the United States to reflect market levels of 
remuneration in the United States for Non-Executive 
Directors, subject to their agreement that the after tax 
amount of this additional fee will be applied in the 
acquisition of shares at market value which must be 
retained for at least 12 months from acquisition.  

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Corporate Governance
Directors’ Remuneration Report

Service contracts and policy on payment for loss of office
Executive Directors’ service contracts are subject to 12 months’ notice from both the Group and from the Director. 
Executive Directors may be required to work during the notice period or be paid in lieu of notice if not required to work 
for the full notice period.

The details of service contracts and letters of appointment of those who served as Directors during the year are:

Service contracts
John Dawson
Stuart Paynter

Letters of appointment
Dr. Roch Doliveux
Martin Diggle
Dr. Andrew Heath
Stuart Henderson
Dr. Heather Preston
Robert Ghenchev
Dr. Sam Rasty
Professor Dame Kay Davis
Dr. Michael Hayden
Catherine Moukeibir

10 October 2008
29 August 2017

Contract date
N/A
N/A

Date of appointment
24 June 2020
4 October 2015
1 January 2016
1 June 2016
15 March 2018
24 June 2019
1 December 2020
1 March 2021
15 July 2021
14 December 2021

Unexpired term at  
31 December 2021
12 months
12 months

Unexpired term at  
31 December 2021
17 months
N/A1
N/A2
5 months
25 months
5 months
23 months
26 months
31 months
35 months

Notice period
12 months
12 months

Notice period
3 months
3 months
3 months
3 months
3 months
3 months
3 months
3 months
3 months
3 months

1  Martin Diggle retired from the Board on 3 February 2021.
2  Dr. Andrew Heath retired from the Board on 27 May 2021.

All Directors are subject to re-election by shareholders on an annual basis.

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The principles on which the determination of payments for loss of office will be approached are set out below:

Payment in 
lieu of notice

Policy
Contractual termination payments may not exceed the Director’s current salary and benefits (including pension contributions and  
any applicable salary supplement) for the notice period. Alternatively, the Company may continue to provide the relevant benefits. 

Annual 
Bonus

Deferred 
Bonus 
Awards

Long Term 
Incentives

Change  
of control

This will be at the discretion of the Remuneration Committee on an individual basis and the decision as to whether or not to award  
a bonus in full or in part will be dependent on a number of factors, including the circumstances of the individual’s departure and their 
contribution to the business during the bonus period in question. Any bonus amounts paid will typically be pro-rated for time in service 
during the bonus period and will, subject to performance, be paid at the usual time (although the Remuneration Committee retains 
discretion to pay the bonus earlier in appropriate circumstances). The Remuneration Committee has discretion to pay the whole of  
any bonus earned for the year of departure and preceding year in cash. 

The extent to which any unvested award will vest will be determined in accordance with the applicable share plan rules. 

Unvested awards will normally lapse on cessation of employment. However, if a participant leaves due to death, ill-health, injury, disability, 
the sale of his employer or any other reason at the discretion of the Remuneration Committee, the Remuneration Committee shall 
determine whether the award will vest at cessation or at the normal date. In either case, this will be determined by the Remuneration 
Committee, taking into account, unless the Remuneration Committee determines otherwise, the period of time elapsed from the date  
of grant to the date of cessation relative to the deferral period. Awards may then be exercised during such period as the Remuneration 
Committee determines. Awards which have already become exercisable at the date of cessation may be exercised for such period as the 
Remuneration Committee determines.

The treatment of long term incentive awards will be determined in accordance with the applicable share plan rules.

Unvested awards
Unvested long term incentive awards will normally lapse on cessation of employment. However, if a participant leaves due to death, ill-health, 
injury, disability, the sale of his employer or any other reason at the discretion of the Remuneration Committee, the Remuneration Committee 
shall determine whether the award will vest at cessation or continue until the end of the performance period. In either case, the extent of vesting 
will be determined by the Remuneration Committee taking into account the extent to which the performance condition is satisfied and, unless 
the Remuneration Committee determines otherwise, the period of time elapsed from the date of grant to the date of cessation relative to the 
performance period. If the award continues, the holding period will ordinarily apply until its originally anticipated end date, although the 
Remuneration Committee has discretion to release the award at an earlier date.

Vested awards in a holding period
If an Executive Director ceases employment with the Group after an award has vested but before the end of its holding period, the 
award will continue to the end of the holding period (unless the cessation is for summary dismissal, in which case it will lapse). The 
award will be released to the extent it has vested by reference to the performance conditions. The Remuneration Committee retains 
discretion to release the award at cessation. 

Unvested awards

The extent to which unvested deferred bonus awards and long term incentive awards will vest will be determined in accordance with 
the rules of the relevant plan.
− Deferred bonus awards will vest in full in the event of a takeover, merger or other relevant corporate event.
−  Long term incentive awards will vest early on a takeover, merger or other relevant corporate event. The Remuneration Committee will 

determine the level of vesting taking into account the extent to which the performance condition is satisfied and, unless the 
Remuneration Committee determines otherwise, the period of time elapsed from the date of grant to the date of the relevant event 
relative to the performance period.

Vested awards in a holding period
Vested long term incentive awards will be released on a takeover, merger or other relevant corporate event to the extent they have 
vested by reference to the performance conditions. 

Other 
payments

Payments may be made either in the event of a loss of office or a change of control under the Sharesave scheme, which is governed by 
its rules and the legislation relating to such tax qualifying plans. There is no discretionary treatment for leavers or on a change of control 
under this scheme.

In appropriate circumstances, payments may also be made in respect of accrued holiday, outplacement and legal fees and any other 
all-employee share plan.

In cases where an Executive Director was recruited from outside the UK and has been relocated to the UK as part of their appointment, 
the Company will pay reasonable repatriation costs for leavers at the Remuneration Committee’s discretion. The Remuneration 
Committee retains discretion to make additional exit payments where such payments are made in good faith in discharge of an existing 
legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in 
connection with the termination of a Director’s office or employment.

Where a ’buyout’ or other award is made in connection with recruitment, the leaver provisions would be determined no later than the 
time of the award. 

The Directors’ Remuneration Report is approved by the Remuneration Committee and the Board and signed on  
their behalf

Dr. Heather Preston
Chair, Remuneration Committee

20 April 2022

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0 Corporate Governance
Directors’ Report
for the year ended 31 December 2021

The Directors present their Annual report and audited consolidated financial statements (Annual report and accounts) 
for the year ended 31 December 2021 as set out on pages 148 to 151. This report should be read in conjunction with 
the Corporate Governance Report on pages 88 to 103. Discussions regarding financial information contained in this 
Annual report and accounts may contain forward-looking statements with respect to certain of the plans, current goals 
and expectations relating to the future financial condition, business performance and results of the Group and Company. 
By their nature, all forward looking statements involve risk and uncertainty because they relate to future events and 
circumstances that are beyond the control of the Group and Company. Readers are cautioned that, as a result, the 
actual future financial condition, business performance and results of the Group may differ materially from the plans, 
goals and expectations expressed or implied in such forward looking statements.

Strategic Report
The Strategic Report, including the outlook for 2022 on page 36, is on pages 12 to 76. The Directors consider that  
the Annual report and accounts, taken as a whole, are fair, balanced and understandable. In reaching this conclusion, 
the Audit Committee initially discussed the requirements with the Group’s auditors when discussing the strategy for the 
2021 audit, and the full Board have had an opportunity to review and comment on the contents of the report. Since the 
Board met seven times for routine meetings in 2021 the Directors consider that they are sufficiently well informed to 
be able to make this judgement.

Key financial performance indicators (KPIs)
Key financial performance indicators are outlined in the Chief Financial Officer’s review on pages 44 to 53.

Corporate Governance
The Group’s statement on corporate governance is included in the Corporate Governance Report on pages 88 to 103 
which forms part of this Directors’ Report.

Risk management
The Group’s exposure to risks is set out on pages 78 to 85 (Principal risks, uncertainties and risk management) and on 
page 163 (note 4: financial risk management).

Dividends
The Directors do not recommend payment of a dividend (2020: £nil).

Directors
Details of the Directors of the Company who were in office during the year and up to the date of signing the financial 
statements are detailed on pages 86 to 87 and page 90. The contracts of employment of the Executive Directors are 
subject to a twelve months’ notice period. The Directors’ remuneration and their interests in the share capital of the 
Company at 31 December 2021 are disclosed in the Directors’ Remuneration Report on pages 104 to 129.

Appointment and replacement of Directors
Directors may be appointed by an ordinary resolution at any general meeting of shareholders, or may be appointed by 
the existing Directors, provided that any Director so appointed shall retire at the next AGM and may offer themselves 
for re-election. In order to ensure that the Company complies with the Corporate Governance Code all Directors will 
retire at each AGM and may offer themselves for re-election. A Director may be removed in the following ways: by an 
ordinary  resolution  at  a  general  meeting;  if  he  or  she  is  prohibited  by  law  from  being  a  Director;  in  the  event  of 
bankruptcy; if he or she is suffering from specified mental disorders; if he or she is absent without consent for more 
than  six  months;  or  by  request  in  writing  by  all  the  other  Directors.  Any  Director  may  appoint  another  Director  or 
another person approved by the other Directors as an alternate Director.

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Directors’ third party indemnity provision
The Group maintains a qualifying third party indemnity insurance policy to provide cover for legal action against its 
Directors. This was in force throughout 2021 and up to the date of approval of the financial statements.

Share capital

Structure of the Company’s capital
At 31 December 2021, the Company had 86,175,055 ordinary shares in issue, all allotted and fully paid. There are no 
restrictions on the transfer of shares in the Company or on voting rights. All shares are admitted to trading on the 
premium segment of the main market of the London Stock Exchange.

Rights to issue and buy back shares
Each year at the AGM the Directors seek rights to allot shares. The authority, when granted, lasts for 15 months or until 
the conclusion of the next AGM if sooner. At the last AGM held remotely on 27 May 2021, authority was given to allot 
up to 27,471,206 shares (that number being one third of total issued share capital of the Company at the time), subject 
to the normal pre-emption rights reserved to shareholders contained in the Companies Act 2006, and to allot up to  
a further 27,471,206 shares, solely in a rights issue. Authority was also given, subject to certain conditions, to waive  
pre-emption rights over up to 8,241,360 shares, being 10% of the shares then in issue. No rights have been granted to 
the Directors to buy back shares.

Substantial shareholdings
At 15 March 2021, the latest practical date prior to approval of the Directors’ Report, the Company had been notified of 
the following shareholdings amounting to 3% or more of the ordinary share capital of the Company.

Shareholder
Novo Holdings
Vulpes Investment Management
Liontrust Asset Management
M&G Investment
Nine Ten Capital
Serum Life Sciences Ltd (UK)
Vitruvian Partners
Mr S.M.H. Shah

Number of ordinary shares
9,681,230
9,303,802
7,632,077
5,267,297
3,387,228
3,382,950
3,004,567
2,925,298

Percentage of issued share capital
10.0%
9.7% 
7.9%
5.5%
3.5%
3.5%
3.1%
3.0%

No other person has reported an interest in the ordinary shares of the Company required to be notified to the Company. 
No person holds shares carrying special rights with regard to control of the Company.

Employees
In accordance with s172 of the Companies Act 2006, the Group communicates and consults regularly with employees 
throughout  the  year.  During  2020,  the  Group  established  a  Workforce  Engagement  Panel  comprising  employees 
representing all levels and functions across the Group. In addition, the Group has designated Non-Executive Director, 
Stuart Henderson, for gathering the views of the workforce and will oversee employee engagement between the Board 
and the workforce. Employees’ involvement in the Group’s performance is encouraged, with all employees eligible to 
participate in the Group’s Sharesave Scheme. All employees who have completed probation participate in discretionary 
bonus schemes.

The Group’s aim for all members of staff and applicants for employment is to fit the qualifications, aptitude and ability of 
each individual to the appropriate job, and to provide equal opportunity regardless of sex, religion or ethnic origin. The 
Group does all that is practicable to meet its responsibility towards the employment and training of disabled people.

Further details on employees, health and safety, environmental matters and corporate social responsibility are in the 
ESG statement on pages 54 to 75.

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Corporate Governance
Directors’ Report
for the year ended 31 December 2021

Employee share schemes
The Group has established an Employee Benefit Trust (EBT) to hold shares purchased in order to settle shares awarded 
to  Executive  Directors  and  other  senior  managers  under  the  2013  Deferred  Bonus  Plan.  The  EBT  currently  holds 
93,726  shares  with  a  value  of  £1,153,000  at  year  end  on  which  all  the  related  options  have  vested.  The  EBT  also 
administers the 2015 Deferred Bonus Plan in as far as subscribing for and applying the share capital for nil cost options 
in the Company exercised by senior management. Settlement of the funds occurs through the Group. At the end of 
2021 bonuses to senior management with a value of £1,073,000 vested and will be converted to nil cost options 
during 2022. Refer note 26 of the consolidated financial statements for further information.

Agreements that take effect, alter, or terminate because of a takeover bid or on change of control
There  are  no  such  agreements  that  the  Directors  consider  are  material.  There  are  no  agreements  providing  for 
compensation for loss of office for Directors or employees in the event of a takeover bid.

Going concern
The financial position of the Group, its cash flows and liquidity position are described in the primary statements and 
notes to these financial statements.

The Group made a profit for the year ended 31 December 2021 of £19 million, and generated net cash flows from 
operating activities for the year of £25.5 million. The Group also raised an additional £50 million in cash through a 
successful equity placement by Serum Life Sciences Ltd in September 2021 and post year end has raised £80 million in 
January to March 2022. The Group ended the year with cash and cash equivalents of £108.9 million.

In  considering  the  basis  of  preparation  of  the  Annual  report  and  accounts,  the  Directors  have  prepared  cash  flow 
forecasts  for  a  period  of  at  least  12  months  from  the  date  of  approval  of  these  financial  statements,  based  in  the  
first instance on the Group’s 2022 annual budget and forecasts for 2023. The Directors have undertaken a rigorous 
assessment of the forecasts in a base case scenario and assessed identified downside risks and mitigating actions. 

These cash flow forecasts also take into consideration severe but plausible downside scenarios including:

 — A substantial manufacturing and development revenue downside affecting the core LentiVector® platform business;

 — Vaccine manufacturing revenues only included to the extent contracted;

 — No revenues from new customers;

 — Significant decreases in forecasted existing customer milestone and royalty revenues; and

 — The potential impacts of the current ongoing war in Ukraine on the Group and its customers including expected 

revenues from existing customers under long term contracts.

The Group entered into an $85 million (£64 million) loan facility with Oaktree Capital Management as part of the Group’s 
acquisition of an 80% stake in Oxford Biomedica Solutions in March 2022. The facility was drawn down in full and the 
Group is required to repay this one year facility in March 2023. In both the Group’s cash flow forecast and the mitigated 
downside scenarios, the Group is able to repay this loan in March 2023, but in the mitigated downside scenarios the 
Group would need to obtain additional equity or loan financing in the third quarter of 2023 to continue operations. 

However,  despite  the  above  requirement,  the  Board  has  confidence  in  the  Group’s  ability  to  continue  as  a  going 
concern for the following reasons:

 — The Group’s history of being able to access capital markets including raising £130 million of equity during the last  

nine months;

 — The Group’s history of being able to obtain loan financing when required for purposes of both capital expenditure and 
operational purposes, as recently evidenced by the $85 million one year facility obtained with Oaktree Capital Management; 

 — The Group’s ability to continue to be successful in winning new customers and building its brand as demonstrated by 
successfully entering into new customer agreements with Arcellx, Immatics, Caballetta Bio and Boehringer Ingelheim;

 — As noted above, the Group has cash balances of £108.9 million at the end of December 2021 and £144 million at the 

end of March 2022;

 — More than two thirds of 2022 forecasted revenues are covered by binding purchase orders and rolling customer 

forecasts which give confidence in the level of revenues forecast over the next 12 months; and

 — The Group has the ability to control capital expenditure costs and lower other operational spend, as necessary,

Taking account of the matters described above, the Directors remain confident that the Group will have sufficient funds 
to  continue  to  meet  its  liabilities  as  they  fall  due  for  at  least  12  months  from  the  date  of  approval  of  the  financial 
statements and therefore have prepared the financial statements on a going concern basis.

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Viability Statement 

Assessment of prospects
In accordance with the UK Corporate Governance Code, the Directors have assessed the prospects of the Group over 
the three years to December 2024. They believe three years to be appropriate due to the inherent significant uncertainties 
of forecasting within and beyond this time horizon given the nature of the business sector in which the Group operates. 
The assessment has been informed by refreshing in 2021, the strategy adopted by the Board in 2016, and the evolution 
of the business over the last twelve months. 

The Group’s strategy is to exploit its platform technologies in lentiviral vectors (LentiVector®) and AAV to support the 
development of other companies’ cell and gene therapy products, while also continuing to develop its own product 
pipeline. The Group is generating growing revenues and other operating income from licensing its platform technology, 
generating upfront receipts and royalties, and from fees for providing process development and bioprocessing services 
to other companies. Over the three years to December 2024 the Directors believe that revenues from licensing its 
technology to third parties and from providing process development and bioprocessing services to its partners will be 
sufficient to support a sustainable Group.

The following factors are considered both in the formulation of the Group’s strategy, and in the assessment of the 
Group’s prospects over the three-year period:

 — The principal risks and uncertainties faced by the Group, including emerging risks as they are identified (such as 

climate change), and the Group’s response to these;

 — The prevailing economic climate and global economy, competitor activity, market dynamics and changing customer 

behaviours;

 — The potential short and longer term economic impact of the war in Ukraine;

 — How  the  Group  can  best  position  itself  to  take  advantage  of  the  current  opportunities  within  the  cell  and  gene 

therapy, and adenovirus markets;

 — Opportunities for further product and technology investment and innovation; and

 — The resilience afforded by the Group’s enviable technology platform and innovation capabilities.

Assessment of viability
The Group has experienced an incredibly challenging, yet transformative two years since the pandemic begun and has 
played  a  hugely  successful  part  in  the  production  of  the  adenovirus-based  Oxford  AstraZeneca  COVID-19  vaccine. 
During this period, the robustness of the Group’s operations and the long term nature of our customers’ investments has 
also been proven, and through the inspiring innovation and integrity of our employees during the last twelve months the 
Group has continued to add new LentiVector® platform customers such as Arcellx, Immatics and Caballetta Bio, while 
expanding on its existing partnerships with both Boehinger Ingelheim and Juno/BMS. During the period, the group was 
also able to successfully raise £130 million in equity finance and to secure a $85 million debt facility which has allowed 
it to make its first major US acquisition, with the acquisition of an 80% ownership interest in a newly formed AAV focused 
manufacturing  and  innovation  business,  Oxford  Biomedica  Solutions,  established  in  March  2022  with  Homology 
Medicines; to add market leading AAV platform technology, expertise and high quality facilities into its core customer 
offering  to  increase  its  future  sales  growth  potential.  The  Group  has  now  entered  an  extremely  exciting  stage  in  its 
development, and while there is an inherent risk in the level of COVID-19 vaccine demand, the Group is immensely 
proud of the role it has played, and by making this acquisition has crystallised the value from its role in the pandemic in 
a way that enhances its already strong position in the expanding cell and gene therapy market. 

The financial viability of the Group has been assessed, taking into account the Group’s current financial position, and 
assuming the group continues to execute on its growth strategy. This assessment has been made using long range 
financial planning assumptions, augmented by the preparation of more detailed cash flow forecasts over the period 
to the end of 2023 that also consider the impact of severe but plausible downside scenarios, including scenarios 
arising from the Group’s principal risks as outlined on pages 78 to 85. In modelling these downside scenarios, the 
Group has considered the principal risks that are most likely to have a direct and material impact on the viability of the 
Group. These risks are outlined below. It’s important to note that while each risk could adversely affect the Group’s 
financial performance, as the Group’s customer product portfolio expands its resilience to individual product setbacks 
and its reliance on securing individual new products reduces. Hence, the combination of downside risks that would 
need  to  crystallise  to  make  the  business  unviable  becomes  increasingly  remote.  In  addition,  there  are  significant 
upside opportunities that aren’t assumed in the Group’s financial plans, so the scenarios modelled are considered 
realistically balanced.

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Corporate Governance
Directors’ Report
for the year ended 31 December 2021

Scenario
No revenues from  
new customers 

Risk
Business development risk

Description
The Group is unable to attract new customers, or existing customers do not 
add additional products to their existing programmes.

A substantial downside affecting 
the core multi-vector platform 
business 

Collaborator and partner risk

Customers discontinue their existing programmes or transfer them to other 
suppliers. 

Bioprocessing revenue risk

The Group is unable to produce batches for customers meeting the required 
specification. 

COVID-19

AstraZeneca decides to discontinue its vaccine, or substantially decrease its 
supply which leads to a drop in revenue. 

Significant decreases in 
forecasted existing customer 
milestones and royalties 

Pharmaceutical and product 
development risks

Customers terminate or delay their existing programmes due to the products 
under development not meeting safety and efficacy requirements.

In addition to the above, there is also a risk that in an increasingly competitive market the Group is unable to access 
sufficient capital to maximise the value from its leading position. While the Group does not expect to need to raise 
additional  capital  in  the  near  term  to  fund  its  current  operating  activities,  it  continues  to  assess  whether  additional 
capital is required to make further beneficial investments in pursuit of the Group’s long term growth strategy to maximise 
shareholder value. 

Management also needs to ensure that costs stay flexible and can be aligned with revenues which can sometimes be 
lumpy, or potentially significantly reduce or stop at relatively short notice in the case of a vaccine for a pandemic. 
However, over the last twelve months the business has demonstrated that it has solid foundations, and the necessary 
controls in place to successfully manage its financial resources dynamically and effectively, and with the addition of 
Oxford Biomedica Solutions, now has a broadened offering to help mitigate that risk. 

As  mentioned  above,  the  hypothetical  downside  scenarios  modelled  over  the  period  to  the  end  of  2023  were 
purposefully severe whilst remaining realistically plausible, with the aim of creating outcomes that could threaten the 
viability of the Group. However, in the event of these scenarios arising there are various options available to the Group 
to maintain its liquidity and continue its operations e.g. (i) refinancing its debt facility, (ii) accessing new external funding; 
(iii) more radical short term cost reduction actions; and (iv) reducing capital expenditure. Over the longer 3 year viability 
assessment period, assuming the Group continues to execute its hybrid growth strategy it has strong prospects for 
revenue growth arising from its expanding customer product portfolio and increasingly broad spectrum of capabilities, 
and as such the Directors are confident in the ongoing viability of the business.

Conclusion
The  Directors  anticipate  that  the  Group  has  strong  prospects  for  attracting  and  fulfilling  the  demands  from  more 
customer programmes, and in doing so being able to continue the recent growth in customer activity for the foreseeable 
future. The Group’s financial forecasts reflect these assumptions and therefore the Directors have concluded that there 
is a reasonable expectation, although not a certainty, that the Group will be able to continue in operation and meet its 
liabilities as they fall due over the three-year period to December 2024. 

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Amendment of the Company’s articles of association
Amendment of the Company’s articles may be made by special resolution at a general meeting of shareholders.

Compliance with Listing Rule 9.8.4R
The Directors have reviewed the requirements of LR 9.8.4R. The majority of these do not apply to the Group but the 
following are applicable.

Listing Rule
LR 9.8.4 (5) and (6)

LR 9.8.4 (7) and (8)

Information required
Arrangement under which a 
Director has waived current or 
future emoluments.
Allotment of shares other than to 
existing shareholders in 
proportion to holdings.

Response
Martin Diggle and Robert Ghenchev elected to receive no fees for their 
services as Directors (page 115).

Allotment of shares on exercise of options by employees under approved 
share schemes (note 26, pages 179 to 181).
Allotment of shares in accordance with the equity fundraise in September 2021 
(note 24, page 178).

Statement of Directors’ responsibilities in respect of the Annual report and accounts
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 UK-adopted international 
accounting standards and applicable law and have elected to prepare the parent Company financial statements on the 
same basis. 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a 
true and fair view of the state of affairs of the Group and parent Company and of the Group’s profit or loss for that 
period. 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, relevant and reliable;

 — State whether they have been prepared in accordance with UK-adopted international accounting standards; 

 — Assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters 

related to going concern; and

 — Use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company 

or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent 
Company’s transactions and 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 2006. They are responsible for 
such internal control as they determine is necessary to enable the preparation of financial statements that are free from 
material  misstatement,  whether  due  to  fraud  or  error,  and  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 Strategic Report, Directors’ Report, 
Directors’ Remuneration Report and Corporate Governance Report that complies 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.

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Corporate Governance
Directors’ Report
for the year ended 31 December 2021

Responsibility statement of the Directors in respect of the Annual report and accounts 
We confirm that to the best of our knowledge:

 — The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair 
view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the 
consolidation taken as a whole; and

 — The Strategic Report includes a fair review of the development and performance of the business and the position of 
the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the 
principal risks and uncertainties that they face.

We consider the Annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the 
information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

Statement as to disclosure of information to auditors
In  accordance  with  s418  of  the  Companies  Act  2006,  so  far  as  each  Director  is  aware,  there  is  no  relevant  audit 
information of which the Group and Company’s auditors are unaware, and each Director has taken all the steps that he 
ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that 
the Group and Company’s auditors are aware of that information.

Independent auditors
The  auditors,  KPMG  LLP,  have  indicated  their  willingness  to  continue  in  office  and  a  resolution  concerning  their 
reappointment will be proposed at the AGM.

Greenhouse gas emissions report
Details on greenhouse gas emissions are set out in the ESG Report in the Strategic Report on page 65.

Statement of employee engagement
Details of the actions that has been taken during the financial year in order to keep employees informed of matters of 
concern and awareness of the financial and economic factors affecting the performance of the Group is described in 
Group’s Stakeholders section of the Strategic Report for Employees on pages 18 to 19.

Statement of engagement with suppliers, customers and others
The statement of how the Directors has engaged with suppliers, customers and others is described in the Group’s 
Stakeholders section of the Strategic Report on pages 18 to 19, with a working example in action on pages 20 to 21.

Annual General Meeting
The AGM will be held on Friday, 27 May 2022 at our offices at Windrush Court, Transport Way, Oxford, OX4 6LT but the 
Group encourages shareholders to attend the AGM by webcast and vote by proxy.

By order of the Board

Stuart Paynter
Director

20 April 2022

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Independent auditors’ report 
To the members of Oxford Biomedica plc

1. Our opinion is unmodified
We have audited the financial statements of Oxford Biomedica plc (“the Company”) for the year ended 31 December 
2021 which comprise the consolidated statement of comprehensive income, the consolidated and company statements 
of financial position, consolidated and company statements of cash flows, the consolidated and company statements of 
changes in equity attributable to owners of the parent, and the related notes, including the accounting policies in note 1.

In our opinion:
 — the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs  

as at 31 December 2021 and of the Group’s profit for the year then ended;

 — the  Group  financial  statements  have  been  properly  prepared  in  accordance  with  UK-adopted  international 

accounting standards;

 — the  parent  Company  financial  statements  have  been  properly  prepared  in  accordance  with  UK-adopted 
international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; 
and

 — the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. 
Our  responsibilities  are  described  below.  We  believe  that  the  audit  evidence  we  have  obtained  is  a  sufficient  and 
appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee.

We were first appointed as auditor by the shareholders on 29 May 2018. The period of total uninterrupted engagement 
is for the four financial years ended 31 December 2021. We have fulfilled our ethical responsibilities under, and we 
remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as 
applied to listed public interest entities. No non-audit services prohibited by that standard were provided. 

Overview

Materiality: Group financial statements as a whole £1,140k (2020: £716k) 0.80% (2020: 0.82%) of revenue

Coverage: 100% (2020: 82%) of group revenue

Key audit matters vs 2020

Event driven  

New: Bioprocessing  revenue contract modification accounting treatment 

Recurring risks 

Contract revenue recognition 
Going concern 
Recoverability of parent Company’s investment in and loan due from subsidiaries 

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Independent auditors’ report 
To the members of Oxford Biomedica plc

2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the 
financial statements and include the most significant assessed risks of material misstatement (whether or not due to 
fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of 
resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters, 
in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures 
to address those matters and, as required for public interest entities, our results from those procedures. These matters 
were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, 
our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental 
to that opinion, and we do not provide a separate opinion on these matters. 

Contract revenue recognition

(Customer license revenues  
£5.9 million)

Refer to  
page 96 (Audit Committee Report),  
pages 154 to 155 (accounting policy) 
and page 164 to 165 (financial
disclosures)

Bioprocessing revenue  
contract modification 
accounting treatment

(£4.8 million; 2020: £– million)

Refer to  
page 98 (Audit Committee Report) 
and page 162 (critical accounting 
judgements and estimates –
estimation)

The risk
Accounting treatment

The Group enters into a number of multiple 
element contracts with differing terms. There 
are inherent judgements required to be 
made by the Group in the following areas:

 — Identification of performance obligations 
of the contract, primarily the licence fees 
and milestones;

 — Assessing the allocation of the total 

transaction price to each performance 
obligation with reference to their 
standalone selling price; and

 — Whether revenue for each performance 

obligation satisfies the criteria for 
recognition over time or at a point  
in time. 

Depending on the outcome of the 
judgements made on each of the areas 
described above, there is a risk that 
revenue is recognised in the wrong period.

Accounting treatment

Bioprocessing revenue relates to the 
manufacture of lentiviral vectors and is 
recognised over time.

Bioprocessing of lentiviral vectors is 
complex. The many and sometimes unique 
contractual arrangements that underpin 
the measurement and recognition of 
revenue by the Group, particularly in 
relation to contract modification requires 
judgement. The key judgements impacting 
the recognition of revenue include:

 — Interpretations of modifications to 
contractual arrangements; and

 — Assessing the allocation of the 

transaction price to each performance 
obligation.

Depending on the outcome of the 
judgements made on each of the areas 
described above, there is a risk that revenue 
from allocations to each performance 
obligation is incorrectly recognised. 

Our response
We performed the detailed tests below rather than seeking to rely 
on any of the Group’s controls because our knowledge of the 
design of these controls indicated that we would not be able to 
obtain the required evidence to support reliance on controls.  
Our procedures included:

 — Accounting analysis: We evaluated of the Group’s revenue 
accounting policy against the relevant accounting standard.

 — Testing application: We assessed and challenged the directors’ 
judgements made, in line with accounting policies and with 
reference to significant contracts, including:

•  Assessment of the goods or services promised in the  
contract and whether they are distinct and therefore  
separate performance obligations;

•  Assessment of the stand-alone selling prices of individual 
components, through benchmarking across the other 
customer contracts; and 

•  Assessment of the contract terms against the requirements  

of the relevant accounting standard to determine whether the 
timing of revenue recognition should be recorded over time 
or at a point in time. 

Our results: We found the Group’s treatment of revenues derived 
from new contracts entered into to be acceptable (2020: acceptable). 

We performed the detailed tests below rather than seeking to rely  
on any of the Group’s controls because our knowledge of the design 
of these controls indicated that we would not be able to obtain the 
required evidence to support reliance on controls.

Modified contracts were selected for substantive audit procedures 
based on qualitative factors, such as commercial complexity, and 
quantitative factors, such as financial significance that we considered 
to be indicative of risk. Our audit testing for the contracts selected 
included the following:

 — Accounting analysis: We evaluated the Group’s revenue 

accounting policy against the relevant accounting standard.

 — Testing application: We assessed the directors’ judgements 
made, in line with accounting policies and with reference to 
significant contracts, including:

•  We inspected and challenged accounting papers prepared  
by the Group based on our knowledge of the entity and 
experience of the industry in which it operates to explain the 
positions taken in the contract, including modifications; and;

•  We assessed the assumptions made by the Group in 

determining the allocation of transaction price to each 
performance obligation. 

 — Assessing transparency: We assessed adequacy of the Group’s 
disclosures about the judgement involved in the accounting for 
contract modifications.

Our results: We found the Group’s treatment of bioprocessing revenues 
derived from contract modifications entered into to be acceptable.

 Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
Going concern 

The risk

Disclosure quality

Refer to  
page 96 (Audit Committee Report),  
page 132 (Directors’ Report)  
and pages 152 to 153 (accounting 
policy)

The financial statements explain how the 
directors have formed a judgement that it 
is appropriate to adopt the going concern 
basis of preparation for the Group and 
parent Company.

Their judgement is based on the evaluation 
of the inherent risks to the Group and 
parent Company’s business model and 
how those risks might affect the Group’s 
and parent Company’s financial resources 
or ability to continue operations over a 
period of at least a year from the date of 
approval of the financial statements.

The risk most likely to adversely affect the 
Group’s and parent Company’s available 
financial resources over this period is the 
ability to mitigate and control expenditures 
due to the non-materialisation of expected 
revenues in the LentiVector business, no 
revenues from new customers, 
nonmaterialisation of expected revenues 
from existing customer milestone and 
royalty revenues, and uncertainties around 
the expected revenues from existing 
customers under long term contracts.

The risk for our audit is whether or not 
those risks are such that they amount to a 
material uncertainty that may cast 
significant doubt about the ability to 
continue as a going concern. Had they 
been such, then that fact would have been 
required to have been disclosed. 

Low risk, high value

The carrying amount of the parent 
Company’s investment and intercompany 
loans due from the sole trading subsidiary 
represents 74.62% (2020: 87.56%) of the 
parent Company’s total assets. 

Their recoverability is not at a high risk of
significant misstatement or subject to
significant judgement. However, due to its
materiality in the context of the parent
Company financial statements, this is
considered to be the area that had the
greatest effect on our overall parent
Company audit.

Recoverability of parent 
Company’s investment in and 
intercompany loans due from 
subsidiaries

(£181.2 million; 2020: £166.4 million)

Refer to  
page 159 (accounting policy)
and page 171 (financial
disclosures)

9
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Our response

We considered whether these risks could plausibly affect the 
liquidity in the going concern period by assessing the directors’ 
sensitivities over the level of available financial resources indicated 
by the Group’s financial forecasts taking account of severe, but 
plausible, adverse effects that could arise from these risks 
individually and collectively. Our procedures also included: 

 — Benchmarking assumptions: We critically assessed the 

Group’s revenue downside scenario, comparing to prior results 
and our wider knowledge of the business and markets served.

 — Evaluating directors’ ability: We evaluated the achievability of 
the actions the directors consider they would take to improve 
the position should the risks materialise, which included 
reductions in employee related costs, discretionary project 
expenditure and capital expenditure in the forecast period, 
taking into account the extent to which the directors can 
control the timing and outcome of these.

 — Assessing transparency: We considered whether the going 

concern disclosure in note 1 to the financial statements gives a 
full and accurate description of the directors’ assessment of 
going concern, including the identified risks, and related 
downsides.

Our results: We found the Group's judgement that there was no 
material uncertainty to be disclosed to be appropriate (2020: no 
disclosure of a material uncertainty).

We performed the tests below rather than seeking to rely on any of 
the Group’s controls because the nature of the account balance 
meant that detailed testing is inherently the most effective means of
obtaining audit evidence. Our procedures included: 

 — Test of details: We confirmed the mathematical integrity of the 

parent Company’s value in use cash flow model.

 — We compared the carrying amount of the investment and 

intercompany loans owed from subsidiary undertakings to the 
value in use amount derived from the Group’s cash flow 
forecasts, being an indication of its recoverable amount.

 — We compared the carrying amount of the investment and loans 
owed from subsidiary undertakings with the expected value of 
the business based on the Group’s market capitalisation.

 — Historical comparisons: We assessed cash flow forecasts 

against historical results achieved in the year and in previous 
years to assess historical reliability of the forecasts.

 — Sensitivity analysis: We performed sensitivity analysis to 

evaluate the impact of reasonably possible changes to key 
assumptions in the Group’s cash flow forecasts. 

Our results: We found the Company’s conclusion that there is no 
additional impairment of its investment in and intercompany loans 
due from subsidiaries to be acceptable (2020: acceptable).

The bioprocessing revenue recognition and related contact liabilities risk has reduced in the year; this is due to the 
volume and value of bioprocessing open batches as at the year end. Therefore, it is not separately identified in our 
report this year as a key audit matter.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
 
 
0
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Independent auditors’ report 
To the members of Oxford Biomedica plc

3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £1,140k (2020: £716k), determined with reference 
to a benchmark of Group revenue of which it represents 0.80% (2020: 0.82%).

Materiality for the parent Company financial statements as a whole was set at £395k (2020: £182k), determined with 
reference to a benchmark of the parent Company total assets, of which it represents 0.21% (2020: 0.10%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to 
a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial 
misstatements in individual account balances add up to a material amount across the financial statements as a whole.

Performance  materiality  was  set  at  65%  (2020:  65%)  of  materiality  for  the  financial  statements  as  a  whole,  which 
equates  to  £741k  (2020:  £465k)  for  the  Group  and  £256k  (2020:  £117k)  for  the  parent  Company.  We  applied  this 
percentage in our determination of performance materiality based on the level of identified misstatements and control 
deficiencies identified during the prior period.

We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £57k 
(2020:  £36k),  in  addition  to  other  identified  misstatements  that  warranted  reporting  on  qualitative  grounds.  Of  the 
Group’s  2  (2020:  2)  reporting  components,  we  subjected  2  (2020:  2)  to  full  scope  audits  for  group  purposes.  The 
components within the scope of our work accounted for 100% of Group revenues, Group profit before tax and Group 
total assets (2020: all 100%) and were audited by one engagement team (2020: one engagement team).

The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s 
internal control over financial reporting.

£1,140k
Whole financial statements materiality 
(2020: £716k)

£741k
Whole financial statements performance
materiality (2020: £465k)

£1,080k 
Range of materiality at 2 components 
(£395k – £1,080k) (2020: £182k – £680k)

  Revenue

 Group materiality

£57k 
Misstatements reported to the audit 
committee (2020: £36k)

Revenue
£142,797k (2020: £87,728k)

Group materiality
£1,140k (2020: £716k)

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
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4. The impact of climate change on our audit
In planning our audit, we have considered the potential impact of risks arising from climate change on the Group’s 
business and its financial statements. Further information is provided in the Group’s Environment, Social and Governance 
report which has been incorporated into the 2021 Annual Report on pages 54 to 75.

Climate change risks and opportunities has had a limited impact on the Group. There is enhanced narrative in the 
Annual Report on climate matters.

As part of our audit we performed a risk assessment of the impact of climate change risk made by the Group in respect 
of climate change on the financial statement and our audit approach. In doing this we performed the following:

 — Understanding  management’s  processes:  we  made  enquiries  to  understand  management’s  assessment  of  the 
potential impact of climate change risk on the Group’s Annual Report and Accounts and the Group’s preparedness 
for this. As a part of this we made enquiries to understand management’s risk assessment process as it relates to 
possible effects of climate change on the Annual Report and Accounts including the way in which the accounting 
policies of the Group are updated to reflect climate change risks.

 — Annual report narrative: We made enquiries of management to understand the process by which climate related 
narrative is developed including the primary sources of data used and the governance process in place over the 
narrative. As a part of our risk assessment, we read the climate related information in the front half of the Annual 
Report and considered consistency with the financial statements and our audit knowledge.

On the basis of the procedures performed above, we concluded that the risk of climate change was not significant 
when we considered the nature of the assets and relevant contractual terms. As a result, there was no material impact 
from this on our key audit matters. 

5. Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the 
Group or the parent Company or to cease their operations, and as they have concluded that the Group’s and the parent 
Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties 
that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date 
of approval of the financial statements (“the going concern period”).

An explanation of how we evaluated management’s assessment of going concern is set out in the related key audit 
matter in section 2 of this report.

Our conclusions based on this work are:

 — we  consider  that  the  directors’  use  of  the  going  concern  basis  of  accounting  in  the  preparation  of  the  financial 

statements is appropriate;

 — we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to 
events or conditions that, individually or collectively, may cast significant doubt on the Group’s or parent Company’s 
ability to continue as a going concern for the going concern period;

 — we have nothing material to add or draw attention to in relation to the directors’ statement in note 1 to the financial 
statements  on  the  use  of  the  going  concern  basis  of  accounting  with  no  material  uncertainties  that  may  cast 
significant doubt over the Group and parent Company’s use of that basis for the going concern period; and

 — the related statement under the Listing Rules set out on page 132 is materially consistent with the financial statements 

and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that 
are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a 
guarantee that the Group or the parent Company will continue in operation.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
 
2
4
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Independent auditors’ report 
To the members of Oxford Biomedica plc

6. Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud
To  identify  risks  of  material  misstatement  due  to  fraud  (“fraud  risks”)  we  assessed  events  or  conditions  that  could 
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment 
procedures included:

 — Enquiring of the directors, other management and the audit committee and inspection of policy documentation as 
to the Group’s high-level policies and procedures to prevent and detect fraud, including the Group’s channel for 
“whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.

 — Reading Board, audit committee and other relevant meeting minutes.

 — Considering remuneration incentive schemes and performance targets for management and the directors.

 — Using analytical procedures to identify any unusual or unexpected relationships.

We  communicated  identified  fraud  risks  throughout  the  audit  team  and  remained  alert  to  any  indications  of  fraud 
throughout the audit.

As required by auditing standards and taking into account possible incentives and pressures to increase the Group’s 
share price or earnings trend, our overall knowledge of the control environment and the nature of revenues that involve 
subjective estimates and judgements, we performed procedures to address the risk of management override of controls 
and the risk of fraudulent revenue recognition. In particular the risk that the judgements taken in recognising contract 
revenue are inappropriate and that bioprocessing and process development revenues are recorded in the wrong period 
through the percentage of completion derived at the reporting date, and the risk that Group management may be in a 
position to make inappropriate accounting entries.

We did not identify any additional fraud risks.

We performed procedures including:

 — Assessing the judgements made by the Group in recognition of contract revenues, as described in more detail in 

section 2 of our audit report.

 — Assessing the accuracy and appropriateness of underlying data and assumptions used to determine the percentage 
of  completion  of  bioprocessing  batches  and  process  development  work  packages  in  progress  at  the  year  end 
reporting date.

 — Assessing whether credit notes issued after the year end report date were indicative of inappropriate revenues having 

been recognised in the year.

 — Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to 
supporting documentation. These included those posted with key words included in the description, those posted 
to  seldom  used  accounts  and  those  posted  to  unusual  account  combinations,  including  those  with  entries  to 
revenue, estimates and cash with an unexpected double entry.

 — Evaluated the business purpose of significant unusual transactions.

 — Assessing significant accounting estimates for bias.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
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Identifying and responding to risks of material misstatement due to non-compliance  
with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial 
statements from our general commercial and sector experience and through discussion with the directors and other 
management, including legal counsel (as required by auditing standards), and discussed with the directors and other 
management, the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-
compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly,  the  Group  is  subject  to  laws  and  regulations  that  directly  affect  the  financial  statements  including  financial 
reporting legislation (including related companies legislation) and taxation legislation and we assessed the extent of 
compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could 
have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines 
or litigation. We identified the following areas as those most likely to have such an effect: healthcare regulations, such 
as good manufacturing practice (GMP), good clinical practice (GCP) and good laboratory practice (GLP) standards for 
laboratories and manufacturing facilities (through audits by the MHRA), health and safety, anti-bribery, employment law 
and liquidity and certain aspects of company legislation recognising the financial nature of the Group’s activities and 
regulated nature of the industry in which it operates.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to 
enquiry of management, including legal counsel, and the directors and inspection of regulatory and legal correspondence, 
if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, 
an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material 
misstatements  in  the  financial  statements,  even  though  we  have  properly  planned  and  performed  our  audit  in 
accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is 
from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures 
required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, 
forgery,  intentional  omissions,  misrepresentations,  or  the  override  of  internal  controls.  Our  audit  procedures  are 
designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot 
be expected to detect noncompliance with all laws and regulations.

7.  We have nothing to report on the other information in the Annual Report
The  directors  are  responsible  for  the  other  information  presented  in  the  Annual  Report  together  with  the  financial 
statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not 
express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements 
audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit 
knowledge. Based solely on that work we have not identified material misstatements in the other information. 

Strategic report and directors’ report
Based solely on our work on the other information:

 — we have not identified material misstatements in the strategic report and the directors’ report;

 — in our opinion the information given in those reports for the financial year is consistent with the financial statements; 

and

 — in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
 
4
4
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Independent auditors’ report 
To the members of Oxford Biomedica plc

Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance 
with the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ 
disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our 
audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

 — the directors’ confirmation on page 78 that they have carried out a robust assessment of the emerging and principal 
risks facing the Group, including those that would threaten its business model, future performance, solvency and 
liquidity;

 — the principal risks, uncertainties and risk management disclosures describing these risks and how emerging risks are 

identified, and explaining how they are being managed and mitigated; and

 — the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what 
period they have done so and why they considered that period to be appropriate, and their statement as to whether 
they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they 
fall due over the period of their assessment, including any related disclosures drawing attention to any necessary 
qualifications or assumptions.

We are also required to review the viability statement, set out on pages 133 to 134 under the Listing Rules. Based on the 
above procedures, we have concluded that the above disclosures are materially consistent with the financial statements 
and our audit knowledge.

Our  work  is  limited  to  assessing  these  matters  in  the  context  of  only  the  knowledge  acquired  during  our  financial 
statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes 
that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to 
report on these statements is not a guarantee as to the Group’s and parent Company’s longer-term viability.

Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ 
corporate governance disclosures and the financial statements and our audit knowledge.

Based on those procedures, we have concluded that each of the following is materially consistent with the financial 
statements and our audit knowledge:

 — the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, 
balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position 
and performance, business model and strategy;

 — the section of the annual report describing the work of the Audit Committee, including the significant issues that the 

audit committee considered in relation to the financial statements, and how these issues were addressed; and

 — the section of the annual report that describes the review of the effectiveness of the Group’s risk management and 

internal control systems.

We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the 
provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to 
report in this respect.

Oxford Biomedica plc  |  Annual report and accounts 2021

  
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8. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:

 — adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not 

been received from branches not visited by us; or

 — the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not 

in agreement with the accounting records and returns; or

 — certain disclosures of directors’ remuneration specified by law are not made; or

 — we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects. 

9. Respective responsibilities

Directors’ responsibilities
As explained more fully in their statement set out on pages 135 to 136, the directors are responsible for: the preparation 
of the financial statements including being satisfied that they give a true and fair view; such internal control as they 
determine  is  necessary  to  enable  the  preparation  of  financial  statements  that  are  free  from  material  misstatement, 
whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, 
disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless 
they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative 
but to do so.

Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from 
material  misstatement,  whether  due  to  fraud  or  error,  and  to  issue  our  opinion  in  an  auditor’s  report.  Reasonable 
assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will 
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered 
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users 
taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

10. The purpose of our audit work and to whom we owe our responsibilities
This  report  is  made  solely  to  the  Company’s  members,  as  a  body,  in  accordance  with  Chapter  3  of  Part  16  of  the 
Companies Act 2006. 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 auditor’s report and for no other purpose. To 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. 

William Smith (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants

2 Forbury Place 
33 Forbury Road 
Reading 
RG1 3AD

20 April 2022

Oxford Biomedica plc  |  Annual report and accounts 2021

  
 
 
 
6
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The innovative work we do  
allows our customers to deliver  
the breakthroughs of cell and  
gene therapies which have the 
potential to cure patients

Oxford Biomedica plc  |  Annual report and accounts 2021

  
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1  Saving lives  

  through innovation 

2 

  Innovating viral vectors  
to an industrial level 
  4  Expanding our innovative  
  process development and  
  manufacturing services
  6  Transforming science  

into life-saving healthcare

  8  Market overview

  24 

  11  Strategic Report
  12  Group at a glance
  14  Product pipeline
  16  The Group’s business model
  18  The Group’s stakeholders
  22 

 Operational highlights  
delivered in 2021
 Financial highlights  
delivered in 2021
  26  Chair’s statement
  30  2021 performance review
  38  Management team
  40  Delivery of 2021 Objectives
  42  Objectives set for 2022
  44  Financial review
  54 

 Environmental, Social  
and Governance Report
  76  Non-financial statement

  77  Corporate Governance 
  78 

 Principal risks, uncertainties  
and risk management

  86  Board of Directors
  88  Corporate Governance Report
  104  Directors’ Remuneration Report
  130  Directors’ Report

  137  Independent auditors’ report 

 147  Group financial statements
  148 

 Consolidated statement  
of comprehensive income
  149  Statement of financial positions 
  150  Statements of cash flows
  151 

 Statements of changes in equity 
attributable to owners of the parent
 Notes to the consolidated  
financial statements

  152 

 187  Other matters 
  187  Glossary
  190  Advisors and contact details

Oxford Biomedica plc  |  Annual report and accounts 2021

 Oxford Biomedica plc | Annual report and accounts 2021Corporate GovernanceRunning subheadEach section has its own colour code. This one is purple (others are cyan, orange and dark blue)Level 1Level 2Level 3Level 4With the headings, you need to work out what is what in the old back section as we used to have an underline style there that is now defunct. In theory they will all match in all sections now.Each section has its own colour code. This one is purple (others are cyan, orange and dark blue)Everything is 10/11.5pt with -20 tracking (including captions and headings.Body text: I am pleased to present Oxford BioMedica’s Corporate Governance Report for 2015.Good governance is essential for the long term success of the business and this is ultimately the responsibility of the Board and its committees. The Board comprises both non-Executive and Executive directors and provides the forum for external and independent review and challenge to the Executives.Full line spaces between heading paragraphs.Half line space between regular paragraphs.Caption heading 6.5/8ptCaption text 6.5/8pt 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8 Group financial statements

4
1

Consolidated statement of comprehensive income
for the year ended 31 December 2021

Continuing operations
Revenue
Cost of sales
Gross profit
Research and development costs
Bioprocessing costs
Administrative expenses
Other operating income
Change in fair value of asset held at 
fair value through profit and loss
Operating profit/(loss)
Finance income
Finance costs
Profit/ (Loss) before tax
Taxation
Profit/ (Loss) and  
total comprehensive expense  
for the year
Basic profit/(loss) per share
Diluted profit/(loss) per share

Note

5

5

5

7

7

9

10, 28

10

10

There was no other comprehensive income or loss.

The profit for the year is attributable to the owners of the parent.

2021
£’000
142.797
(60,157)
82,640
(40,189)
(7,233)
(15,152)
867

(165)
20,768
–
(888)
19,880
(869)

19,011
22.77p
22.20p

2020
£’000
87,728
(41,655)
46,073
(29,749)
(10,720)
(11,262)
795

(831)
(5,694)
34
(912)
(6,572)
327

(6,245)
(7.81p)
(7.81p)

Oxford Biomedica plc | Annual report and accounts 2021 
 
Group financial statements
Statement of financial positions
for the year ended 31 December 2021

Assets
Non-current assets
Intangible assets
Property, plant and equipment
Investments and loans in subsidiary
Trade and other receivables

Current assets
Inventories
Assets at fair value through profit and loss
Trade and other receivables
Current tax assets
Cash and cash equivalents

Current liabilities
Trade and other payables
Contract liabilities
Deferred income
Lease liabilities

Net current assets
Non-current liabilities
Provisions
Contract Liabilities
Deferred income
Lease liabilities

Net assets
Equity attributable to owners  
of the parent
Ordinary shares
Share premium account
Other reserves
Accumulated losses
Total equity

Note

12

13

15

17

16

14

17

9

18

19

20

20

32

21

20

20

32

24

25

29

28

9
4
1

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Group

2021
£’000

2020
£’000

Company
2021 
£’000

2020
£’000

52
69,728
–
3,605
73,385

9,521
74
44,747
 558
108,944
163,844

19,058
12,502
894
853
33,307
130,537

6,244
92
1,760
8,488
16,584
187,338

73
72,304
–
3,605
75,982

6,912
239
53,926
126
46,743
107,946

19,716
27,258
1,006
4,475
52,455
55,491

5,839
1,003
2,515
9,370
18,727
112,746

–
–
181,163
–
181,163

–
–
–
–
61,630
61,630

152
–
–
–
152
61,478

–
–
–
–
–
242,641

43,088
307,765
2,291
 (165,806)
187,338

41,161
258,017
2,291
(188,723)
112,746

43,088
307,765
20,372
(128,584)
242,641

–
–
166,388
–
166,388

–
–
–
–
23,630
23,630

134

–
–
134
23,496

–
–
–
–
–
189,884

41,161
258,017
16,849
(126,143)
189,884

The Company’s registered number is 03252665.

The Company made a loss for the year of £2,366,000 (2020: £2,242,000).

The financial statements on pages 148 to 186 were approved by the Board of Directors on 20 April 2022 and were 
signed on its behalf by:

Roch Doliveux
Interim Chief Executive Officer

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
5
1

0 Group financial statements
Statements of cash flows
for the year ended 31 December 2021

Note

30

13

24, 25

25

Group

Company

2021
£’000

2020
£’000

2021 
£’000

2020 
(Restated)1 
£’000

24,461
994

(3,889)
7,005

(2,349)
–

( 1,858)
–

25,455

3,116

(2,349)

(1,858)

(9,461)

(13,358)

–

–

–
–
–
(9,461)

2,523
–
34
(10,801)

–
(11,251)
–
(11,251)

–
(13,850)
–
(13,850)

51,600
–
(4,520)
(873)

41,060
(1,724)
(292)
(859)

51,600
–
–
–

41,060
(1,724)
–
–

46,207

38,185

51,600

39,336

62,201

30,500

38,000

23,628

46,743

16,243

23,630

2

18

108,944

46,743

61,630

23,630

Cash flows  
from operating activities
Cash generated from/(used in) 
operations
Tax credit received
Net cash generated from/(used in) 
operating activities

Cash flows  
from investing activities
Purchases of property,  
plant and equipment
Proceeds on disposal  
of investment assets
Loan to subsidiary
Interest received
Net cash used in investing activities

Cash flows  
from financing activities
Proceeds from issue  
of ordinary share capital
Costs of share issues
Payment of lease liabilities 
Interest paid
Net cash generated  
from financing activities

Net increase in cash and  
cash equivalents
Cash and cash equivalents  
at 1 January
Cash and cash equivalents  
at 31 December

1  The Company’s 2020 Cash flow statement has been restated as set out in note 2. 

Oxford Biomedica plc | Annual report and accounts 2021 
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Group financial statements
Statements of changes in equity attributable to owners of the parent
for the year ended 31 December 2021

Group
At 1 January 2020
Year ended 31 December 2020:
Loss for the year
Total comprehensive expense for the year
Transactions with owners:
Share options

Proceeds from shares issued
Value of employee services
Deferred tax on share options
Issue of shares excluding options
Cost of share issues
Transfer of share premium related to warrants ²
At 31 December 2020

Year ended 31 December 2021:
Profit for the year
Total comprehensive income for the year
Transactions with owners:
Share options

Proceeds from shares issued
Value of employee services
Tax on share options

Deferred tax on share options
Issue of shares excluding options
At 31 December 2021

Company
At 1 January 2020
Year ended 31 December 2020:
Loss for the year
Total comprehensive expense for the year
Transactions with owners:
Share options

Proceeds from shares issued
Credit in relation to employee share schemes

Issue of shares excluding options
Cost of share issues
Transfer of share premium related to warrants ²
At 31 December 2020

Year ended 31 December 2021:
Loss for the year
Total comprehensive expense for the year
Share options

Proceeds from shares issued
Credit in relation to employee share schemes

Issue of shares excluding options
At 31 December 2021

Notes

23, 24

 27

8

23, 24

24

24

23, 24

 27

 27

8

23, 24

Notes

10

23, 24

25, 26

23, 24

24

24

10

23, 24

25, 26

23, 24

Ordinary 
shares 
£’000
38,416

Share 
premium 
account 
£’000
222,618

Merger 
Reserve 
£’000

2,291

Accumulated
losses
£’000
(187,695)

Total 
equity
£’000
75,630

–
–

–
–

–
–

(6,245)
(6,245)

(6,245)
(6,245)

245
–
–
2,500
–
–
41,161

841
–
–
37,500
(1,724)
(1,218) 2
258,017

–
–
–
–
–
–
2,291

(26)
3,752
273
–
–
1,218 2
(188,723)

1.060
3,752
273
40,000
(1,724)
–
112,746

–
–

–
–

–
–

19,011
19,011

19,011
19,011

236
–
–
–
1,691
43,088

1,439
–
–
–
48,309
307,765

–
–
–
–
–
2,291

(75)
3,523
458
–
–
 (165,806)

1,600
3,523
458
–
50,000
187,338

Ordinary 
shares 
£’000
38,416

Share 
premium 
account 
£’000
222,618

Reserves

Merger 
£’000
1,580

Accumulated
losses
£’000
(125,093)

Other 
£’000
9,492

Total 
equity
£’000
147,013

–
–

–
–

–
–

–
–

(2,242)
(2,242)

(2,242)
(2,242)

245
–
2,500
–

41,161

841
–
37,500
(1,724)
1,218² 
258,017

–
–
–
–
–
1,580

–
5,7771
–
–
–
15,269

(26)
–
–
–
1,218² 
(126,143)

1,060
5,777
40,000
(1,724)
–
189,884

–

–

–

–

(2,366)
(2,366)

(2,366)
(2,366)

236
–
1,691
43,088

1,439
–
48,309
307,765

–
–
–
1,580

–
3,523
–
18,792

(75)
–
–
(128,584)

1,600
3,523
50,000
242,641

Note 1 – In 2020, the Company recognised a £3.4 million increase in its investment in its operating subsidiary Oxford Biomedica (UK) Ltd (refer note 14 of the financial statements) due 
to equity settled share based payments granted to employees and service providers in subsidiaries. Of the £3.4 million, £2.7 million relates to amounts which should have been 
recognised at 31 December 2020. In addition £700,000 of deferred bonus that was included in the 2020 consolidated balance sheet has been recognised within group equity in the 
2020 financial year. The disclosure relating to such share based payment awards is detailed in Note 25 of the of the accompanying Consolidated Financial Statements.

Note 2 – During 2020 the Directors reviewed their presentation of share premium and found that the share premium has been overstated following the issue of warrants in the 
comparative period – to correct this they have transferred £1,218,000 from share premium to retained earnings.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
2
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Group financial statements
Notes to the consolidated financial statements
for the year ended 31 December 2021

1, Accounting policies
Oxford Biomedica plc (Oxford Biomedica or the Company) is a public company limited by shares, incorporated and 
domiciled in England, and listed on the London Stock Exchange. The consolidated financial statements for the year 
ended 31 December 2021 comprise the results of the Company and its subsidiary undertakings (together referred to as 
the Group).

The Company’s principal subsidiary is Oxford Biomedica (UK) Limited.

The Group is a cell and gene therapy research, development and bioprocessing business providing services to third 
parties as well as performing internal research and development for its own purposes. The Group currently has no 
marketed pharmaceutical products.

Basis of preparation
The principal accounting policies adopted in the preparation of these financial statements are set out below. These 
policies have been consistently applied to all the financial years presented, unless otherwise stated.

The Group and parent Company financial statements were prepared in accordance with UK-adopted International 
Financial Reporting Standards (IFRS). As more fully explained in the Directors’ Report on pages 130 to 136 and below, 
the going concern basis has been adopted in preparing the financial statements.

A summary of the more important Group accounting policies are set out below.

The  preparation  of  the  financial  statements  in  conformity  with  IFRS  requires  the  use  of  certain  critical  accounting 
estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting 
policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are 
significant to the financial statements, are disclosed in note 3.

Going concern
The financial position of the Group, its cash flows and liquidity position are described in the primary statements and 
notes to these financial statements.

The Group made a profit for the year ended 31 December 2021 of £19 million, and generated net cash flows from 
operating activities for the year of £25.5 million. The Group also raised an additional £50 million in cash through a 
successful equity placement by Serum Life Sciences Ltd in September 2021 and post year end has raised £80 million in 
January to March 2022. The Group ended the year with cash and cash equivalents of £108.9 million.

In  considering  the  basis  of  preparation  of  the  Annual  report  and  accounts,  the  Directors  have  prepared  cash  flow 
forecasts for a period of at least 12 months from the date of approval of these financial statements, based in the first 
instance  on  the  Group’s  2022  annual  budget  and  forecasts  for  2023.  The  Directors  have  undertaken  a  rigourous 
assessment of the forecasts in a base case scenario and assessed identified downside risks and mitigating actions.

These cash flow forecasts also take into consideration severe but plausible downside scenarios including:

 — A substantial manufacturing and development revenue downside affecting the core LentiVector® platform business;

 — Vaccine manufacturing revenues only included to the extent contracted;

 — No revenues from new customers;

 — Significant decreases in forecasted existing customer milestone and royalty revenues; and

 — The potential impacts of the current ongoing war in Ukraine on the Group and its customers including expected 

revenues from existing customers under long term contracts.

The Group entered into an $85 million (£64 million) loan facility with Oaktree Capital Management as part of the Group’s 
acquisition of an 80% stake in Oxford Biomedica Solutions in March 2022. The facility was drawn down in full and the 
Group is required to repay this one year facility in March 2023. In both the Group’s cash flow forecast and the mitigated 
downside scenarios, the Group is able to repay this loan in March 2023, but in the mitigated downside scenarios the 
Group would need to obtain additional equity or loan financing in the third quarter of 2023 to continue operations. 

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However,  despite  the  above  requirement,  the  Board  has  confidence  in  the  Group’s  ability  to  continue  as  a  going 
concern for the following reasons:

 — The Group’s history of being able to access capital markets including raising £130 million of equity during the last 

nine months;

 — The Group’s history of being able to obtain loan financing when required for purposes of both capital expenditure 
and operational purposes, as recently evidenced by the $85 million one year facility obtained with Oaktree Capital 
Management; 

 — The Group’s ability to continue to be successful in winning new customers and building its brand as demonstrated by 
successfully entering into new customer agreements with Arcellx, Immatics, Caballetta Bio and Boehringer Ingelheim;

 — As noted above, the Group has cash balances of £108.9 million at the end of December 2021 and £144 million at the 

end of March 2022;

 — More than two thirds of 2022 forecasted revenues are covered by binding purchase orders and rolling customer 

forecasts which give confidence in the level of revenues forecast over the next 12 months; and

 — The Group has the ability to control capital expenditure costs and lower other operational spend, as necessary.

Taking account of the matters described above, the Directors remain confident that the Group will have sufficient funds 
to  continue  to  meet  its  liabilities  as  they  fall  due  for  at  least  12  months  from  the  date  of  approval  of  the  financial 
statements and therefore have prepared the financial statements on a going concern basis.

Accounting developments
The Group has adopted the following IFRSs in these financial statements.

 — Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16).

Of the amendments to these Standards that became effective from 1 January 2021, none had a material impact on the 
Group financial statements.

At  the  date  of  authorisation  of  these  Group  financial  statements,  several  new,  but  not  yet  effective,  Standards  and 
amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or 
amendments to existing Standards have been adopted early by the Group.

The Directors anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the 
effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year 
have not been disclosed as they are not expected to have a material impact on the Group financial statements.

Basis of consolidation
The  consolidated  financial  statements  comprise  the  Company  and  its  subsidiary  undertakings  for  the  year  to 
31 December each year. Subsidiaries are entities that are directly or indirectly controlled by the Group. Subsidiaries are 
consolidated from the date at which control is transferred to the Group. Control exists where the Group has the power 
to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The Group does 
not currently have any associates.

All intragroup transactions and balances are eliminated on consolidation.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the 
fair value of the assets transferred, equity instruments issued, and liabilities incurred or assumed at the date of exchange.

Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured 
initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. Any excess of the 
cost of the acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as 
goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is 
recognised directly in the statement of comprehensive income. Where necessary, adjustments are made to the financial 
statements of subsidiaries to bring accounting policies used into line with those of the Group.

The  Group  and  Company  have  elected  not  to  apply  IFRS  3  ’Business  combinations’  retrospectively  to  business 
combinations which took place prior to 1 January 2004, namely the acquisition in 1996 of 100% of the issued share 
capital of Oxford Biomedica (UK) Limited that has been accounted for by the merger accounting method.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
4 Group financial statements

5
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Notes to the consolidated financial statements
for the year ended 31 December 2021

Foreign currencies
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the transaction date. 
Assets and liabilities in foreign currencies are retranslated into sterling at the rates of exchange ruling at the statement 
of  financial  position  date.  Differences  arising  due  to  exchange  rate  fluctuations  are  taken  to  the  statement  of 
comprehensive income in the period in which they arise.

Revenue
Revenue comprises income derived from bioprocessing of clinical product for partners, fees charged for providing 
development services to partners, product and technology licence transactions, royalties, options, and funded research 
and development programmes.

Platform
Bioprocessing of clinical/commercial product for partners is recognised on a percentage of completion basis over time 
as the processes are carried out. Progress is determined based on the achievement of verifiable stages of the process. 
The gross amount due from customers, on all partnerships, in progress for which costs incurred plus recognised profits 
exceed progress billings, is presented separately as a contract asset within the note to Trade and Other receivables as 
presented in the statement of financial position.

Consideration received in excess of the stage of completion will be deferred until such time as it is appropriate to 
recognise  the  revenue.  The  Group  has  determined  that  its  contracts  with  customers  do  not  contain  a  significant 
financing component.

Revenues  for  providing  process  development  activities  to  partners  are  recognised  during  the  period  in  which  the 
service is rendered on a percentage of completion basis.

Technology licences that have been established by the Group have all been determined as “right to use” licences, rather 
than “right to access” licences. As such, the revenue from these licences is recognised at the point in time at which the 
licence transfers to the customer.

The granting of the technology licences to the Group’s background intellectual property and know-how constitutes a 
“right to use” licence as our customers are able to conduct development work on the licence independent of the 
Group.  The  Group  is  incentivised  separately  for  its  performance  obligations  in  relation  to  development  work  and 
milestone payments. The criteria for recognising these technology licences as “right to access” licences has therefore 
not been met.

Milestones relating to bioprocessing or process development activities have been identified as separate performance 
obligations as they involve the transfer of a distinct good or service, determined with reference to conditions stipulated 
in the relevant agreements or contracts. Each milestone is determined as either binary or non-binary.

Milestones that are considered to be binary relate to the achievement of specific events rather than the provision of, for 
example, support. Milestones related to the achievement of specific deliverables are considered to be binary Milestones 
and will be recognised in full once it is deemed highly probable that the obligation will be met.

Milestones related to the provision of support services are considered to be non-binary Milestones and are recognised 
on a percentage of completion basis, but taking into account the likelihood of achievement of the deliverable. Amounts 
receivable on delivery of a milestone performance obligation represents variable consideration and have been allocated 
to the relevant performance obligation.

Options to technology licences are considered to form part of the technology licence performance obligation and as 
such are recognised when the customer exercises the option to obtain that licence. Options to technology licences are 
not considered to be material rights.

Non-cash consideration is recognised at fair value through profit and loss. As required by IFRS 15, stock, intangible 
assets and fixed assets received in partial lieu of cash payments from customers for commercial development services 
and bioprocessing batches are recognised at the fair value of the goods/services provided in relation those stock and 
fixed  assets  for  revenue  recognition  purposes,  with  a  corresponding  entry  being  passed  within  cost  of  goods  and 
depreciation to account for the cost of these items.

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Product
Product licences that have been established by the Group have all been determined as “right to use” licences, rather 
than “right to access” licences. As such, the revenue from these licences is recognised at the point in time at which the 
licence transfers to the customer.

The granting of the product licences to the Group’s background intellectual property and know-how constitutes a 
“right to use” licence as our customers are able to conduct development work on the licence independent of the 
Group.  The  Group  is  incentivised  separately  for  its  performance  obligations  in  relation  to  development  work  and 
milestone payments. The criteria for recognising these technology licences as “right to access” licences has therefore 
not been met.

Amounts receivable in respect of milestone payments are considered to be separate performance obligations which 
are binary and will be recognised in full once it is deemed highly probable that the specific performance obligations 
stipulated in the licence agreement have been met. Payments linked to “success” such as regulatory filing or approval, 
or achievement of specified sales volumes, are recognised in full when the relevant event has occurred.

Non-binary milestones are recognised on a percentage of completion basis in the period in which related costs are 
incurred, or over the estimated period to completion of the relevant phase of development or associated clinical trials. 
Amounts receivable on delivery of a milestone performance obligation represents variable consideration and have been 
allocated to the relevant performance obligation.

Royalty revenue is recognised as the underlying sales occur.

Research and development revenue and associated costs are recognised over time. Progress is determined based on 
the cost-to-cost method.

Cost of sales
Cost of sales comprises the cost of bioprocessing clinical product for partners, the cost of customer development 
project activities, and royalties arising on partners’ licences.

The cost of customer development project activities includes the labour costs, overheads and other directly attributable 
material and third party costs. Costs are recognised as incurred.

The cost of bioprocessing clinical product for partners includes the raw materials, labour costs, overheads and other 
directly attributable third party costs. Costs are recognised as incurred.

The Group’s products and technologies include technology elements that are licensed from third parties. Royalties 
arising  from  such  partners’  licences  are  treated  as  cost  of  sales.  Where  royalties  due  have  not  been  paid  they  are 
included in accruals. Where revenue is spread over a number of accounting periods, the royalty attributable to the 
deferred revenue is included in prepayments.

Research, development and bioprocessing
Research, development and bioprocessing expenditure is charged to the statement of comprehensive income in the 
period in which it is incurred.

Employee benefit costs
Employee benefit costs, notably holiday pay and contributions to the Group’s defined contribution pension plan, are 
charged to the statement of comprehensive income on an accruals basis. The assets of the pension scheme are held 
separately from those of the Group in independently administered funds. The Group does not offer any other post- 
retirement benefits.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
6 Group financial statements

5
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Notes to the consolidated financial statements
for the year ended 31 December 2021

Share based payments
The Group’s employee share option schemes, long term incentive plans, a sharesave scheme and deferred bonus plans 
allow Group employees to acquire shares of the Company subject to certain criteria. The fair value of options granted 
is recognised as an expense of employment in the statement of comprehensive income with a corresponding increase 
in  equity.  The  fair  value  is  measured  at  the  date  of  grant  and  spread  over  the  period  during  which  the  employees 
become unconditionally entitled to the options. The fair value of options granted under the share option schemes and 
share  save  scheme  is  measured  using  the  Black-Scholes  model.  The  fair  value  of  options  granted  under  the  LTIP 
schemes, which includes market condition performance criteria, is measured using a Monte Carlo model taking into 
account the performance conditions under which the options were granted. The fair value of options granted under 
the deferred bonus plan is based on the market value of the underlying shares at the date of grant of these options.

At  each  financial  year  end,  the  Group  revises  its  estimate  of  the  number  of  options  that  are  expected  to  become 
exercisable based on forfeiture such that at the end of the vesting period the cumulative charge reflects the actual 
options that have vested, with no charge for those options which were forfeit prior to vesting. When share options are 
exercised the proceeds received are credited to equity.

Options over the Company’s shares have been awarded to employees of Oxford Biomedica (UK) Ltd. In accordance 
with IFRS 2 ’Share-based Payments’, the expense in respect of these awards is recognised in the subsidiaries’ financial 
statements. In accordance with IFRS 2 the Company has treated the awards as a capital contribution to the subsidiaries, 
resulting in an increase in the cost of investment and a corresponding credit to reserves.

Employee Benefit Trust
The Oxford Biomedica Employee Benefit Trust (EBT) has been set up to hold market-purchased shares to settle the 
2013  Deferred  Bonus  Share  Awards  made  to  Executive  Directors  and  employees.  Within  the  Company  financial 
statements,  the  investment  in  the  Oxford  Biomedica  Employee  Trust  forms  part  of  the  Investments  and  loans  in 
subsidiary taking the form of a loan to subsidiaries. The EBT is consolidated within the Group financial statements.

Leases

As a lessee
At  commencement  or  on  modification  of  a  contract  that  contains  a  lease  component,  the  Group  allocates  the 
consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the 
leases of property the Group has elected to separate non-lease components and account for the lease and non-lease 
components as a single lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use 
asset  is  initially  measured  at  cost,  which  comprises  the  initial  amount  of  the  lease  liability  adjusted  for  any  lease 
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs 
to dismantle and remove the underlying asset or to restore the underlying asset or site on which it is located less any 
lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to 
the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the 
lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the 
right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis 
as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if 
any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement 
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s 
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The  Group  determines  its  incremental  borrowing  rate  by  obtaining  relevant  interest  rates  from  external  financing 
sources and makes certain adjustments to reflect the terms of the lease and the type of the asset leased.

Lease payments included in the measurement of the lease liability comprise fixed payments.

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The lease liability is measured at amortised cost using the effective interest method. It is re-measured if:

 — There  is  a  change  in  the  Group’s  estimate  of  the  amount  expected  to  be  payable  under  a  residual  future  lease 

payments;

 — The Group changes its assessment of whether it will exercise a purchase, extension or termination options; or

 — There is a revised in-substance fixed lease payment.

If a lease liability is re-measured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, 
or is recorded in the Profit or Loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets in ’property, plant and equipment’ and lease liabilities as a category on the face 
of the Statement of Financial Position.

Short term or low-value leases
The Group has elected not to recognise right-of-use assets and lease liabilities of short term and low-value lease. The 
Group recognises lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Grants
Income from government and other grants is recognised over the period necessary to match them with the related 
costs which they are intended to compensate. Grant income is included as other operating income within the statement 
of comprehensive income, and the related costs are included within research, development and bioprocessing costs, 
and  administrative  expenses.  Where  grant  income  received  exceeds  grant  income  recognised,  it  is  included  within 
deferred income on the Statement of financial position, whilst where grant income recognised exceeds grant income 
received, it is included within accrued income on the Statement of financial position.

Finance income and costs
Finance income and costs comprise interest income and interest payable during the year, calculated using the effective 
interest rate method. It also includes the revaluation of external loans denominated in a foreign currency.

Taxation
In  2021  and  before,  the  Group  was  entitled  to  claim  tax  credits  in  the  United  Kingdom  for  certain  research  and 
development  expenditure.  The  Group  receives  a  Research  and  Development  Expenditure  Credit  (’RDEC’)  which  is 
accounted for  as a reduction in research and development costs in the statement of comprehensive income, and 
within trade and other receivables in the Statement of financial position. The credit is paid in arrears once tax returns 
have been filed and agreed.

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) 
using the tax rates and laws that have been enacted, or substantially enacted, by the Statement of financial position date.

Deferred tax is calculated in respect of all temporary differences identified at the Statement of financial position date. 
Temporary differences are differences between the carrying amount of the Group’s assets and liabilities and their tax 
base. Deferred tax liabilities may be offset against deferred tax assets within the same taxable entity or qualifying local 
tax group. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be 
regarded as probable that there will be suitable taxable profits within the same jurisdiction in the foreseeable future 
against which the deductible temporary difference can be utilised.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the asset is realised 
or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the Statement of 
financial position date.

Measurement of deferred tax liabilities and assets reflects the tax consequence expected to fall from the manner in 
which the asset or liability is recovered or settled.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
8 Group financial statements

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Notes to the consolidated financial statements
for the year ended 31 December 2021

Property, plant and equipment
Property, plant and equipment are carried at cost, together with any incidental expenses of acquisition, less depreciation. 
Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working 
condition for its intended use.

Depreciation is calculated to write off the cost of property, plant and equipment less their estimated residual values on 
a straight-line basis over the expected useful economic lives of the assets concerned. Depreciation of an asset begins 
when it is available for use. The principal annual rates used for this purpose are:

Freehold property
Leasehold improvements

Office equipment and computers
Bioprocessing and laboratory equipment

10%
10% 
(or the remaining lease term if shorter)
20 – 33%
20%

The assets’ residual values and useful lives are reviewed annually. Residual values are set at zero and will be reassessed 
should the asset’s selling price exceed its net book value.

The bioprocessing plants are reviewed annually for impairment triggers and, where necessary, a full impairment review 
is performed.

Assets under construction are capitalised throughout the course of the construction period with depreciation starting 
once the asset is available for use.

Assets capitalised under a category of fixed assets may be transferred to another category within fixed assets if, upon 
review, it is identified that the asset is more appropriately identifiable with that other category of fixed asset.

Intangibles

Initial recognition
Intellectual  property  and  in-process  research  and  development  acquired  through  business  combinations  are 
recognised as intangible assets at fair value. Other acquired intangible assets are initially recognised at cost.

Amortisation
Where the intangible asset has a finite life, amortisation is charged on a straight-line basis over the remaining useful 
economic  life  from  the  time  it  becomes  available  for  use.  Where  the  useful  life  of  the  intangible  asset  cannot  be 
determined, the asset is carried at cost but tested annually for impairment. Intangible assets are amortised over the 
length of the patent life; current lives range from 5 to 19 years.

Impairment
The carrying value of non-financial assets is reviewed annually for impairment or earlier if an indication of impairment 
occurs and provision made where appropriate. Charges or credits for impairment are passed through the statement of 
comprehensive income.

For  the  purposes  of  assessing  impairments,  assets  are  grouped  at  the  lowest  levels  for  which  there  are  separately 
identifiable  cash  flows  or  cash-generating  units.  Impairment  losses  are  recognised  for  the  amount  by  which  each 
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value 
less costs to sell and value in use. Value in use is calculated using estimated discounted future cash flows. The key 
assumptions used ion the discounted future cash flows are management estimates, based where possible on available 
market information and information for similar products.

Impairment  and  amortisation  charges  are  included  within  research,  development  and  bioprocessing  costs  in  the 
statement of comprehensive income.

Intellectual  property  rights  comprise  third  party  patent  rights  or  rights  to  market  our  commercial  products  for  key 
therapeutic indications that have been purchased by the Group.

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Investments in subsidiaries
Investments are carried at cost less any provision made for impairment. Options over the Company’s shares have been 
awarded to employees of subsidiary companies. In accordance with IFRS2, the Company treats the value of these 
awards as a capital contribution to the subsidiaries, resulting in an increase in the cost of investment.

Investments in subsidiary undertakings, including shares and loans, are carried at cost less any impairment provision. 
Such investments are subject to review, and any impairment is charged to the statement of comprehensive income.

At each year end the Directors review the carrying value of the Company’s investment in subsidiaries. Where there is a 
material  and  sustained  shortfall  in  the  market  capitalisation,  or  a  significant  and  sustained  change  in  the  business 
resulting in a decrease in market capitalisation, the Directors consider this to be a trigger of an impairment review as set 
out in IAS 36, and the carrying value of the Company’s investments in subsidiaries is adjusted. The Directors consider 
that reference to the market capitalisation of the Group is an appropriate external measure of the value of the Company’s 
subsidiaries for this purpose.

At  year  end  the  Directors  will  assess  the  requirement  to  write  back  a  portion  or  all  of  any  impairment  previously 
recognised on its investment in subsidiaries. Factors which will be taken into account with regard to this decision will 
be the Groups track record of improved financial results across the last three to four years, as well as the expectation of 
future impairments being required after a write back was accounted for.

Financial assets

Assets at fair value through profit and loss
The gain or loss on Assets at fair value through profit and loss is recognised in the statement of comprehensive income.

Investments
Other investments held by the Group are classified as at fair value through profit and loss.

Bank deposits
Bank deposits with original maturities between three months and twelve months are included in current assets and are 
valued at amortised cost.

Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average 
method. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, 
less applicable variable selling expenses.

Trade receivables
Trade  receivables  are  recognised  initially  at  the  transaction  price  as  these  assets  do  not  have  significant  financing 
components and are subsequently measured at amortised cost. The Group recognises loss allowances for receivables 
under the expected credit loss model as established by evidence that the Group will not be able to collect all amounts 
due according to the original terms of the receivables.

Cash and cash equivalents
Cash and cash equivalents include cash in hand, bank deposits repayable on demand, and other short term highly liquid 
investments with original maturities of three months or less.

Deposits
Deposits consist of amounts held in escrow and is included within other receivables within the Statement of financial 
position until such time as the restrictions relating to those amounts have been lifted.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
0 Group financial statements

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Notes to the consolidated financial statements
for the year ended 31 December 2021

Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they 
are presented as non-current liabilities.

Contract liabilities
Contract liabilities primarily relate to the advance consideration received from customers for commercial development 
work and bioprocessing batches, as well as options and funded research and development activities.

Capacity reservation fees:
Capacity reservation fees are considered contract liabilities upon receipt, with the balance being recognised as revenue 
as the related performance obligation, being the manufacture of batches by the Group, is satisfied.

Deferred income
Deferred income primarily relates to the advance consideration received for grants.

Provisions
Provisions for dilapidation costs and other potential liabilities are recognised when the Group has a present legal or 
constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the 
obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using 
a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific 
to the obligations. The increase in the provision due to the passage of time is recognised as a finance cost.

Share capital
Ordinary shares are classified as equity. Costs of share issues are charged to the share premium account.

Merger reserve
A merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes 
the issue of new shares by the Company, thereby attracting merger relief under s612 and s613 of the Companies Act 2006.

2, Prior period restatement
During the year, the Financial Reporting Council (FRC) communicated with the Directors regarding the Group’s Annual 
report and accounts for the year ended 31 December 2020 following their review of those Annual report and accounts. 

As a result of the FRC’s review, it is now recognised by the Directors that the movement in the loan to subsidiary of 
£13.9 million presented within the Company cash flow statement for the year ended 31 December 2020 was incorrectly 
presented  within  cash  flows  from  financing  activities  when  it  should  have  been  included  within  cash  flows  from 
investing  activities.  In  preparing  Company  cash  flow  statement  in  the  financial  statements  for  the  year  ended 
31 December 2021, the Directors have therefore restated the comparative amounts to now present the movement in 
the loan to subsidiary of £13.9 million within cash flows from investing activities. 

This change in presentation within the Company cash flow statement has no effect on the cash position of the Group 
or Company in their balance sheets, and has no further impact on the Group’s or Company’s financial statements. 

The effect of the restatement on the Company cash flow statement in respect of the comparative amount for the year 
ended 31 December 2020 is set out below:

Statement of cash flows
Cash flows from investing activities
Loan to subsidiaries
Cash flow from financing activities
Loan to subsidiaries

Company 
2020 as 
previously 
reported

Company 
2020 
restated 
amount

(13,850)

(13,850)

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3, Critical accounting judgements and estimates
In applying the Group’s accounting policies, management is required to make judgements and assumptions concerning 
the future in a number of areas. Actual results may be different from those estimated using these judgements and 
assumptions. The key sources of estimation uncertainty and the critical accounting judgements that have a significant 
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are 
discussed below.

Key accounting matters

Judgements

Contract revenues: Identification of performance obligations, allocation of revenue and timing of revenue recognition
The Group has identified three key areas of judgement within the collaboration agreements entered into during the 
period.  Firstly,  in  relation  to  the  number  of  distinct  performance  obligations  contained  within  each  collaboration 
agreement; secondly the fair value allocation of revenue to each performance obligation; and thirdly the timing of 
revenue recognition based on the achievement of the relevant performance obligation. The sales royalties contained 
within the collaboration agreements qualify for the royalty exemption available under IFRS 15 and will only be recognised 
as the underlying sales are made even though the performance obligation, in respect of the technology licence, has 
already been met.

Number of distinct performance obligations
Upon review of certain customer contracts and preparation of accounting papers setting out the accounting treatment 
as per IFRS 15, the Group is required to exercise judgement in identifying the distinct performance obligations contained 
within the contract. These have been identified as being:

 — The granting of technology licences; and

 — Milestones relating to bioprocessing or process development activities.

The fair value allocation of revenue to each performance obligation
Because there is no readily available market price for many of the performance obligations contained in the customer 
contracts,  the  Group  exercises  judgment  in  estimating  the  stand  alone  selling  price  of  each  of  these  performance 
obligations. Key areas of judgement are assessed to be:

 — The stand alone selling price of technology licences. The Group assesses the stand alone selling price of licences by 
reference to the stand alone selling price of previously recognised customer technology licences, and the size of the 
market of the target indication and other market related observable inputs;

 — The  stand  alone  selling  price  of  bioprocessing  batches.  The  Group  assesses  the  stand  alone  selling  price  of  the 

batches in terms the stand alone selling price of its other customer contract batch selling prices; and

 — The stand alone selling price in terms of the annual full time equivalent rate to charge for process development 
activities.  The  Group  assesses  the  full  time  equivalent  rate  in  terms  the  stand  alone  equivalent  rate  of  its  other 
customer contract equivalent rates.

Timing of revenue recognition: technology licence revenues 
One of the key judgemental areas identified within the collaboration agreements is the timing of recognition of licence 
revenue based on the achievement of the relevant performance obligation. The individual factors and aspects relating 
to licence revenue are assessed as part of the IFRS 15 accounting paper prepared for each agreement and a judgement 
is made as to whether the licence fee performance obligation related to the granting of the licence to the customer has 
been  achieved.  If  it  was  judged  that  the  performance  obligations  on  licences  granted  in  2021  had  not  been  met, 
revenues  would  have  been  £5.9 million  lower  with  the  revenue  expected  to  be  recognised  in  future  when  the 
performance obligations were deemed to have been met.

Customer contract with varying bioprocessing batch prices
During 2020, the Group entered into a supply agreement with a customer for the supply of bioprocessing batches 
where the batch price will vary across the period of the contract. The Group has deemed that the series guidance within 
IFRS  15  applies  and  has  therefore  recognised  revenue  based  on  averaging  the  batch  price  over  the  period  of  the 
contract where the series guidance applies. If the revenue had been recognised based on an actual batch price, revenues 
would have been £0.3 million (2020: £2.4 million) higher with a corresponding decrease in revenues in future years.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
2 Group financial statements

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Notes to the consolidated financial statements
for the year ended 31 December 2021

Estimations
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that 
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next 
financial year are discussed below. The nature of estimation means that actual outcomes could differ from those estimates.

Percentage of completion of bioprocessing batch revenues
Bioprocessing of clinical/commercial product for partners is recognised on a percentage of completion basis over time 
as  the  processes  are  carried  out.  Progress  is  determined  based  on  the  achievement  of  verifiable  stages  of  the 
bioprocessing process. Revenues are recognised on a percentage of completion basis and as such require estimation 
in terms of the assessment of the correct stage of completion including the expected costs to completion for that 
specific bioprocessing batch. The value of the revenue recognised with regard to the bioprocessing batches which 
remain in progress at year end is £15,195,000. The contract assets related to these batches as at the year end was 
£6,404,000. If the assessed percentage of completion was 10 percentage points higher or lower, revenue recognised 
in the period would have been £1,520,000 higher or lower.

Percentage of completion of fixed price process development revenues
As it satisfies its performance obligations the Group recognises revenue and the related contract asset with regard to 
fixed price process development work packages. Revenues are recognised on a percentage of completion basis and as 
such require estimation in terms of the assessment of the correct percentage of completion for that specific process 
development work package. The value of the revenue recognised with regard to the work packages which remain in 
progress at year end is £8,022,000. The contract assets related to these work packages as at the year end was £2,493,000. 
If the assessed percentage of completion was 10 percentage points higher or lower, revenue recognised in the period 
would have been £802,000 higher or lower.

Provision for out of specification bioprocessing batches
Bioprocessing of clinical/commercial product for partners is recognised on a percentage of completion basis over time 
as the processes are carried out. Progress is determined based on the achievement of verifiable stages of the process.

As the Group has now been bioprocessing product across a number of years, and also in a commercial capacity, the 
Group has assessed the need to include an estimate of bioprocessed product for which revenue has previously been 
recognised and which may be reversed should the product go out of specification during the remaining period over 
which  the  product  is  bioprocessed.  In  calculating  this  estimate  the  Group  has  looked  at  historical  rates  of  out  of 
specification batches across the last four years, and has applied the percentage of out of specification batches to total 
batches produced across the assessed period to the revenue recognised on batches which have not yet completed the 
bioprocessing process at year end. This estimate, based on the historical percentage, may be significantly higher or 
lower depending on the number of bioprocessing batches actually going out of specification in future. If the historical 
percentage had been 10% higher or lower, the estimate would be £67,000 higher or lower. The estimate will increase 
or  decrease  based  on  the  number  of  bioprocessing  batches  undertaken,  the  percentage  of  completion  of  those 
bioprocessing batches, and the number of batches which go out of specification over the assessment period.

Consequently, bioprocessing revenue of £0.7 million (2020: £1.4 million) has not been recognised during 2021 with 
the corresponding credit to contract liabilities (note 20). This revenue will be recognised as the batches complete 
bioprocessing.

Bioprocessing contract modification
On  13  December  2021,  the  Group  announced  an  update  to  its  commercial  supply  agreement  with  Novartis.  The 
changes to the agreement have been determined to be a licence modification under IFRS 15. The contract has been 
accounted for prospectively as if it were terminated and a new contract created; with the remaining unrecognised 
transaction price allocated to remaining performance obligations. This resulted in breakage revenue of £4.8 million 
being  recognised  at  modification  from  batch  reservations  to  be  manufactured  in  2021,  as  there  was  no  longer  an 
expectation that remaining batches would be ordered.

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4, Financial risk management 

Financial risk factors
During 2021, the Group has a simple corporate structure with the Company and its only operating subsidiary both being 
UK domiciled. Monitoring of financial risk is part of the Board’s ongoing risk management, the effectiveness of which is 
reviewed annually. The Group’s agreed policies are implemented by the Chief Financial Officer, who submits reports at 
each Board meeting. The Group does not use financial derivatives, and it is the Group’s policy not to undertake any 
trading in financial instruments.

(a) Foreign exchange risk
In 2021, the Group’s revenues were mostly receivable in Sterling and US Dollars, and certain of its expenditures were 
payable in Euros and US Dollars. The majority of operating costs are denominated in Sterling. A 10% difference in the 
£/$ exchange rate would have had an impact of approximately £712,000 (2020: £1,351,000) over the year. 

The Group also has exposure to the £/€ exchange rate due to the need to fund certain expenditure denominated in 
Euros. Had the £/€ exchange rate been 10% different, the impact on cost in 2021 would have been approximately 
£305,000 (2020: £228,000). The Group’s policy is to hold the majority of its funds in Sterling and US Dollars. No other 
hedging of foreign currency cash flows is undertaken.

(b) Interest rate risk
The Group’s policy is to maximise interest receivable on deposits, subject to maintaining access to sufficient liquid funds 
to meet day to day operational requirements and preserving the security of invested funds. With the current low level 
of bank interest rates, interest receivable on bank deposits in 2021 was £nil (2020: £34,000).

If interest rates had been 1% higher in 2021 the impact on cash interest paid would have been £nil (2020: £nil).

(c) Credit risks
Cash balances are mainly held on short term deposits with financial institutions with a credit rating of at least A, in line 
with the Group’s policy to minimise the risk of loss.

Trade debtors are monitored to minimise the risk of loss (note 17).

Derivative financial instruments and hedging
There were no material derivatives at 31 December 2021 or 31 December 2020 which have required separation, and 
hedge accounting has not been used.

Fair value estimates
The fair value of short term deposits with a maturity of one year or less is assumed to be the book value.

Capital Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in 
order to provide returns to shareholders and benefits for other stakeholders, and to maintain an optimal capital structure 
to minimise the cost of capital. There was no debt in 2021 or 2020, refer to note 34 for further information regarding 
financing activities which occurred post year end. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
4 Group financial statements

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Notes to the consolidated financial statements
for the year ended 31 December 2021

5, Segmental analysis Segmental reporting
The chief operating decision-maker has been identified as the Senior Executive Team (SET), comprising the Executive 
Directors,  Chief  Commercial  Officer,  Chief  Technical  Officer,  Chief  Scientific  Officer,  Chief  Business  Officer,  Chief 
Operations Officer, Chief People Officer and General Counsel. The SET monitors the performance of the Group in two 
business segments:

(i) Platform  –  this  segment  consists  of  the  revenue  generating  bioprocessing  and  process  development  activities 
undertaken  for  third  parties  (i.e  the  partner  programmes  CDMO  business).  It  also  includes  internal  technology 
developments and technical intellectual property within the LentiVector® platform.

(ii) Product – this segment consists of the clinical and pre-clinical development of in vivo and ex vivo cell and gene 
therapy products (gene therapeutics) which are owned by the Group.

Revenues, other operating income and operating loss by segment
Revenues, Operating EBITDA and Operating profit/(loss) represent our measures of segment profit and loss as they are 
a primary measure used for the purpose of making decisions about allocating resources and assessing performance 
of segments.

2021
Revenue
Other operating income
Operating EBITDA¹
Depreciation, amortisation and share based payment
Change in fair value of asset held at fair value through profit and loss
Operating profit/(loss)
Net finance cost
Profit before tax

2020
Revenue
Other operating income
Operating EBITDA¹
Depreciation, amortisation and share based payment
Revaluation of investments
Operating profit/(loss)
Net finance cost
Loss before tax

Platform 
 £’000
142,693
867
45,292
(13,702)
(165)
31,425

Platform 
 £’000
87,117
795
13,857
(11,048)
(831)
1,979

Product 
£’000
104
–
(9,368)
(1,288)
–
(10,657)

Product 
£’000
611
–
(6,518)
(1,154)
–
(7,673)

Total  
£’000
142,797
867
35,924
(14,990)
(165)
20,768
(888)
19,880

Total  
£’000
87,728
795
7,339
(12,203)
(831)
(5,694)
(878)
(6,572)

1   Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, revaluation of investments and Assets at fair value through profit and loss, and Share Based Payments) is a 
non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share based payments 
options. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the 
instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 50.

Other  operating  income  of  £0.9 million  (2020:  £0.8 million)  includes  grant  income  to  develop  our  supply  chain 
capabilities of £0.9 million (2020: £0.8 million) and is included within the Platform segment.

Costs are allocated to the segments on a specific basis as far as possible. Costs which cannot readily be allocated 
specifically are apportioned between the segments using relevant metrics such as headcount or direct costs.

A geographical split of operating loss is not provided because this information is not received or reviewed by the chief 
operating decision-maker and the origin of all revenues is the United Kingdom.

A segmental or geographical split of assets and liabilities is not provided because this information is not received or 
reviewed by the chief operating decision-maker. All assets are located within the United Kingdom.

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Disaggregation of revenue
Revenue is disaggregated by the type of revenue which is generated by the commercial arrangement. Revenue shown 
in the table below is denominated in GBP and is generated in the UK.

2021
Bioprocessing/Commercial development 
Licence fees, milestones and royalties
Total 

2020
Bioprocessing/Commercial development 
Licence fees, milestones and royalties
Total 

Platform 
 £’000
128,318
14,375
142,693

Platform 
 £’000
67,893
19,224
87,117

Product 
£’000
104
–
104

Product 
£’000
611
–
611

Total  
£’000
128,422
14,375
142,797

Total  
£’000
68,504
19,224
87,728

Revenue by geographical location
The  Group’s  revenue  derives  wholly  from  assets  located  in  the  United  Kingdom.  Analysed  by  location  the  Group’s 
revenues derive predominantly from Europe:

Revenue by customer location
Europe
Rest of world
Total revenue

2021  
£’000
115,748
27,049
142,797

2020  
£’000
52,817
34,911
87,728

In  2020,  AstraZeneca,  Novartis,  and  Juno/Bristol  Myers  Squibb  each  generated  more  than  10%  of  the  Group’s 
revenues. In 2021, customers providing more than 10% of the Group’s revenues were AstraZeneca 50% –65% and 
Novartis 10% – 25%. The change year on year is due to the volume of the adenovirus-based Oxford AstraZeneca 
COVID-19 vaccine manufactured for AstraZeneca. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
6 Group financial statements

6
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

6, Employees and directors
The monthly average number of persons (including Executive Directors) employed by the Group during the year was:

By activity
Office and management
Research, development  
and bioprocessing
Total

Employee benefit costs
Wages and salaries
Social security costs
Other pension costs (note 31)
Share based payments (note 26)
Total employee benefit costs

Key management compensation
Wages and salaries
Social security costs
Other pension costs
Share based payments
Total

2021  
Number
56

2020 
Number
46

703
759

2021 
£’000
43,174
5,122
2,839
3,523
54,658

2021  
£’000
3,167
893
250
2,075
6,385

563
609

2020  
£’000
35,909
4,486
2,244
3,030
45,669

2020  
£’000
3,177
1,038
207
1,804
6,226

The key management figures above include Executive and Non-Executive Directors and the other members of the 
Senior Executive Team. Further information about the remuneration of individual Directors, including the highest paid 
Director, is provided in the audited part of the Directors’ Remuneration Report on page 112 which forms part of these 
financial statements.

The Company had no employees during the year (2020: zero).

7, Finance income and costs

Group
Finance income:
Bank interest receivable
Total finance income

Finance costs:
Unwinding of discount in provisions (note 21)
Interest payable
Total finance costs
Net finance costs

2021  
£’000

–
– 

(27)
(861)
(888)
(888)

2020 
£’000

34
34

(38)
(874)
(912)
(878)

Oxford Biomedica plc | Annual report and accounts 2021 
 
8, Expenses by nature

Employee benefit costs
Depreciation of property, plant  
and equipment
Amortisation

Raw materials and consumables 
used in bioprocessing
Operating lease payments
Net loss on foreign exchange

Notes

6

13

12

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Group

2021
£’000
54,658

12,435
21

23,026
236
(115)

2020
£’000
45,669

9,598
22

11,971
173
(627)

Company
2021
£’000
823

2020
£’000
494

–
–

–
–
–

–
–

–
–
–

Company  employee  benefit  costs  of  £823,000  (2020:  £494,000)  relates  to  Non-Executive  costs  paid  by  Oxford 
Biomedica UK Ltd and recharged to the Company.

Depreciation is charged to cost of goods, research and development, and bioprocessing costs in the statement of 
comprehensive income.

During the year the Group (including its subsidiaries) obtained services from the Group’s auditors and their associates 
as detailed below:

Services provided  
by the Group’s auditors
Fees payable for the audit of the parent company and consolidated financial statements
Fees payable for other services:

The audit of the Company’s subsidiaries
Additional fees relating to prior year audit
Review of interim results

Total

Group

2021
£’000
50

350
70
35
505

2020
£’000
50

251
98
25
424

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
  
8 Group financial statements

6
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

9, Taxation
During 2020, the Group ceased being eligible to claim a research and development tax credits under the Government’s 
small company scheme.

Current tax
Corporation tax

Adjustments in respect of prior periods:
United Kingdom corporation tax research and development credit
Current tax

Taxation (Charge)/Credit

Group

2021
£’000
(1,427)
(1,427)

558
(869)

(869)

2020
£’000
(1,140)
(1,140)

1,467
327

327

The  amount  of  £1,427,000  (2020:  £1,140,000)  included  as  part  of  the  taxation  charge  within  the  statement  of 
comprehensive income for the year ended 31 December 2021 comprises the corporation tax payable on the amount 
claimed  as  a  Large  Company  Tax  credit  (RDEC)  within  research  and  development  expenses  in  the  statement  of 
comprehensive income.

The  adjustment  of  current  tax  in  respect  of  the  prior  year  of  £558,000  (2020:  £1,467,000)  relates  to  a  higher  than 
anticipated tax receipt received in 2021: £nil (2020: £473,000), and an expected tax repayment relating to prior years  
of £558,000 (2020: £994,000).

The United Kingdom corporation tax research and development credit is paid in arrears once tax returns have been filed 
and agreed. The tax credit recognised in the financial statements but not yet received is included in current tax assets 
in the Statement of financial position.

During 2021, the Group recognised £458,000 (2020: £273,000) of current tax relating to tax relief obtained on exercise 
of share options directly within equity.

The Company has no tax liability, nor is it entitled to tax credits (2020: £nil).

The tax credit for the year is lower (2020: lower) than the standard rate of corporation tax in the UK. The differences are 
explained below:

Profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities before tax multiplied 
by the standard rate of corporation tax in the UK of 19% (2018: 19%)
Effects of:
Expenses not deductible for tax purposes
Income not taxable

Current tax relief less than accounting charge on share options
Effects of group relief/other reliefs
Tax Rate Changes
Deferred tax not recognised
Origination and reversal of timing differences on deferred tax
Taxable gains on disposal of shares
Adjustments in respect of prior periods
Total tax (charge)/credit for the year

Group

2021
£’000
19,880

2020
£’000
(6,572)

Company
2021
£’000
(2,366)

2020
£’000
(1,883)

 (3,777)

1,249

450

(649)
344

(174)
–
–
2,829
–
–
558
(869)

(1,046)
26

(277)
–
–
(753)
15
(354)
1,467
327

(101)
–

–
349
–
–
–
–
–
–

 358

(18)
–

–
–
41
–
(386)
(354)
–
(359)

At 31 December 2021, the Group had tax losses to be carried forward all arising in the United Kingdom of approximately 
£78.3 million (2020: £89.3 million).

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
  
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10, Basic and diluted profit/(loss) per ordinary share
The basic profit per share of 22.77p (2020: loss of 7.81p) has been calculated by dividing the profit for the period by the 
weighted average number of shares in issue during the year ended 31 December 2021 (83,484,173; 2020: 79,944,911).

The diluted earnings per share of 22.20p has been calculated by dividing the earnings for the period by the weighted 
average number of shares in issue during the period after adjusting for the dilutive effect of the share options outstanding 
at 31 December 2021 (2,134,494).

The Group made a loss in the prior period. There were no potentially dilutive options in the prior period. There is therefore 
no difference between the basic loss per ordinary share and the diluted loss per ordinary share in the prior period.

11, Loss for the financial year
As permitted by section 408 of the Companies Act 2006, the Company’s statement of comprehensive income has not 
been included in these financial statements. The Company’s loss for the year was £2,366,000 (2020: £2,242,000).

12, Intangible assets

Cost 
At 1 January 
At 31 December

Accumulated amortisation and impairment
At 1 January
Amortisation charge for the year
At 31 December

Net book amount at 31 December

2021
£’000

5,636
5,636

5,563
21
5,584

52

2020
£’000

5,636
5,636

5,541
22
5,563

73

Intangible  assets  comprise  intellectual  property  rights.  The  Group  has  not  capitalised  any  internally  generated 
intangible assets.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
0 Group financial statements

7
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

13, Property, plant and equipment

Freehold
property
£’000

Leasehold 
improvements
£’000

Office 
equipment and 
computers
£’000

Bioprocessing 
and Laboratory 
equipment
£’000

Right of use 
asset 
£’000

Total
£’000

102,274
9,481
–
378
112,133

29,970
12,435
42,405

Total
£’000

82,304
19,719
–
251
102,274

20,372
9,598
–
29,970

Cost
At 1 January 2021
Additions at cost
Reclassification
Change in estimate
At 31 December 2021

Accumulated depreciation
At 1 January 2021
Charge for the year
At 31 December 2021

23,331
2,078
–
–
25,409

10,444
2,208
12,652

27,219
939
(13)
–
28,145

3,519
2,707
6,226

Net book amount at 31 December 2021

12,757

21,919

9,106
1,557
–
–
10,663

4,610
2,253
6,863

3,800

24,606
4,886
13
–
29,505

9,177
3,342
12,519

18,012
21
–
378
18,411

2,220
1,925
4,145

16,986

14,266

69,728

Freehold
property
£’000

Leasehold 
improvements
£’000

Office 
equipment and 
computers
£’000

Bioprocessing 
and Laboratory 
equipment
£’000

Right of use 
asset 
£’000

Cost
At 1 January 2020
Additions at cost
Reclassification
Disposals
At 31 December 2020

Accumulated depreciation
At 1 January 2020
Charge for the year
Reclassification
At 31 December 2020

21,427
1,678
226
–
23,331

8,360
2,084
–
10,444

21,908
4,659
652
–
27,219

1,679
1,840
–
3,519

Net book amount at 31 December 2020

12,887

23,700

7,395
1,484
227
–
9,106

3,054
1,556
–
4,610

4,496

20,174
5,537
(1,105)
–
24,606

6,440
2,737
–
9,177

11,400
6,361
–
251
18,012

839
1,381
–
2,220

15,429

15,792

72,304

Leasehold improvements are capital improvements to buildings which the Group leases. Bioprocessing and laboratory 
equipment is equipment purchased for laboratory and bioprocessing processes, and is generally movable from one 
facility to another.

The Company had no property, plant and equipment at 31 December 2021 or 31 December 2020.

14, Assets at fair value through profit and loss

Assets at fair value through profit and loss (FVTPL): Group
At 1 January
Additions
Sale of shares
Change in fair value of FVTPL asset
At 31 December

2021
£’000
239
–
–
(165)
74

2020
£’000
2,719
874
(2,523)
(831)
239

Additions in 2020 relate to a contract asset milestone which was met in 2019 with the shares received in 2020 as part 
of a non-cash consideration.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
 
15, Investments and loans in subsidiaries

Shares in group undertakings 
At 1 January and 31 December

Loans to group undertakings
At 1 January
Loan advanced in the year (net)
At 31 December
Total investments in shares and loans to group undertakings

Accumulated impairment
At 1 January and 31 December
Net book amount at 31 December

Capital contribution in respect of employee share schemes
At 1 January
Additions in the year (note 26 and 27)
At 31 December

Total investments

1
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2021
£’000

2020
£’000

15,182

15,182

262,002
11,251
273,253
288,435

248,152
13,850
262,002
277,184

126,065
162,370

126,065
151,119

15,269
3,523
18,793

9,492
5,777
15,269

181,163

166,388

The Company recognised a loss allowance for expected credit losses on financial assets. The expected credit losses are 
estimated by reference to an analysis of the subsidiary’s current financial position and future repayment expectations. 
The loss allowance recognised on loans in subsidiaries at the end of the year was £93.1 million. In addition to the loss 
allowance  recognised  on  loans  in  subsidiaries,  an  impairment  loss  is  recognised  under  IAS  36  for  shares  in  Group 
undertakings and for capital contribution in respect of employee share schemes in amount of £32.9 million.

The loan from Oxford Biomedica plc to Oxford Biomedica (UK) Limited is unsecured and interest free. The loan is legally 
due for repayment on demand though the expectation is that it will not be repaid within 12 months of the year end.

Please refer note 34, Events after the balance sheet date with regards to Oxford Biomedica Solutions established post 
year end.

Interests in subsidiary undertakings

Country of 
incorporation

Description of  
shares held

Proportion of nominal value 
of issued shares held by the 
Group and Company

Oxford Biomedica (UK) Limited

Great Britain

1p ordinary shares

Oxford Biomedica (Ireland) Limited

 Ireland

1p ordinary shares

Oxxon Therapeutics Limited

Great Britain

1p ordinary shares

100%

100%

100%

Nature of business
Gene therapy research  
and development

Product release

Dormant

The  registered  office  of  both  Oxford  Biomedica  (UK)  Ltd  and  Oxxon  Therapeutics  Limited  is  Windrush  Court, 
Transport Way, Oxford, OX4 6LT. The registered office of Oxford Biomedica (Ireland) Ltd is Earlsfort Terrace, Dublin 2, 
DO2 T380, Ireland.

In addition, the Group set up the Oxford Biomedica Employee Benefit Trust (EBT) to hold market-purchased shares to 
settle the 2013 deferred bonus share awards made to Executive Directors and employees (note 26).

All of the above subsidiaries have been consolidated in these financial statements.

At each year end the Directors review the carrying value of the Company’s investment in subsidiaries. Where there is a 
material  and  sustained  shortfall  in  the  market  capitalisation,  or  a  significant  and  sustained  change  in  the  business 
resulting in a decrease in market capitalisation, the Directors consider this to be a trigger of an impairment review as set 
out in IAS 36, and the carrying value of the Company’s investments in subsidiaries is adjusted. The Directors consider 
that reference to the market capitalisation of the Group is an appropriate external measure of the value of the Group 
for this purpose. Cumulative impairment of £126.0 million has been recognised up to 31 December 2021.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
 
 
 
 
2 Group financial statements

7
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

16, Inventories

Group
Raw Materials
Total inventory

17, Trade and other receivables

Current
Trade receivables
Contract assets
Other receivables
Other tax receivable
Prepayments
Total trade and other receivables

2021
£’000
9,521
9,521

Company
2021
£’000
–
–
–
–
–
–

2020
£’000
6,912
6,912

2020
£’000
–
–
–
–
–
–

Group

2021
£’000
22,398
13,547
 365
5,227
3,210
44,747

2020
£’000
30,819
16,508
558
3,412
2,629
53,926

Non-current trade and other receivables constitute other receivables of £3,605,000 (2020: £3,605,000) are deposits 
held in escrow as part of the Windrush Innovation Centre and Oxbox lease arrangements.

The other tax receivable constitutes RDEC receivable £4,137,000; VAT receivable £536,000 and recoverable Withholding 
Tax £554,000.

The fair value of trade and other receivables are the current book values. The Group has performed an impairment 
assessment under IFRS 9 and has concluded that the application of the expected credit loss model has had an immaterial 
impact on the level of impairment of receivables.

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:

Sterling
US Dollar

2021
£’000
45,084
3,825
48,909

2020
£’000
57,517
14
57,531

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable above. The Group 
does not hold any collateral as security.

Trade receivables
Included in the Group’s trade receivable balance are debtors with a carrying amount of £3,800,000 (2020: £9,523,000) 
which were past due at the reporting date and of which £3,800,000 (2020: £9,460,000) has been received after the 
reporting date.

Ageing of past due but not impaired trade receivables: 

0–30 days
30–60 days
60+ days

2021
£’000
3,266
389
145
3,800

2020
£’000
9,502
21
–
9,523

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
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Contract assets
Contract assets relates to the Group’s rights to consideration for work completed but not invoiced at the reporting date 
for commercial development work and bioprocessing batches. The contract assets are transferred to receivables when 
the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.

The balance of £13.5 million (2020: £16.5 million) mainly relates to commercial development milestones which have 
been accrued as the specific conditions stipulated in the licence agreement have been met, commercial development 
work orders accrued on a percentage complete basis which will be invoiced as the related work package completes 
and bioprocessing batches accrued on a percentage of completion basis which will be invoiced as the manufacturing 
of the batch is completed.

Contract assets have decreased from £16.5 million at the end of 2020 to £13.5 million at the end of 2021 due to the 
timing of bioprocessing and commercial development activities undertaken during the year leading to a lower level of 
consideration for work completed but not yet billed. (2020: Contract assets have increased from £13.4 million at the 
end of 2019 to £16.5 million at the end of 2020 due to the increased levels of bioprocessing and commercial development 
activities undertaken during the year leading to a higher level of consideration for work completed but not yet billed.)

A portion of contract assets relates to fixed price process development work packages which are recognised on a 
percentage of completion basis and as such requires estimation in terms of the assessment of the correct percentage 
of completion for that specific work package. The value of the contract asset raised with regard to these work packages 
is £8,022,000 (2020: £6,677,000). If the assessed percentage of completion was 1 percentage point higher or lower, 
revenue recognised in the period would have been £80,000 higher or lower (2020: £67,000).

The Group performed an impairment assessment under IFRS 9 and has concluded that the application of the expected 
credit loss model has had an immaterial impact on the level of impairment on contract assets. We have noted there has 
been no change in the time frame for a right to consideration to become unconditional and the performance obligation 
to be satisfied.

18, Cash and cash equivalents

Cash at bank and in hand 

19, Trade and other payables

Trade payables
Other taxation and social security
Accruals
Total trade and other payables

Group

2021
£’000
108,944

2020
£’000
46,743

Company
2021
£’000
61,630

2020
£’000
23,630

Group

2021
£’000
5,260
1,899
11,899
19,058

2020
£’000
7,777
1,585
10,354
19,716

Company
2021
£’000
–
–
152
152

2020
£’000
–
–
134
134

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
4 Group financial statements

7
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

20, Contract liabilities and deferred income
Contract liabilities and deferred income arise when the Group has received payment for services in excess of the stage 
of completion of the services being provided.

Contract liabilities and deferred income have decreased from £31.8 million at the end of 2020 to £15.3 million at the 
end  of  2021  due  to  funds  received  in  advance  for  future  bioprocessing  and  process  development  activities.  These 
amounts received in advance are short term and do not consitute a significant financing component. Of the £31.8 million 
balance included in the statement of financial position at the end of 2020, £27.5 million has been recognised as revenue 
during the 2021 financial year. (2020: Contract liabilities and deferred income have increased from £14.9 million at the 
end of 2019 to £28.3 million at the end of 2020 due to funds received in advance for future bioprocessing and process 
development activities.)

Contract liabilities consists primarily of deferred bioprocessing and process development revenues, which are expected 
to be released as the related performance obligations are satisfied over the period as described below:

Years
Contract liabilities
Bioprocessing income
Process development income
Licence fees and Milestones
Deferred Income
Grant

0–1 
£’000
12,502
9,755
2,325
422
894
894

1–3 
£’000
48
–
–
48
1,760
1,760

3–5 
£’000
44
–
–
44
–
–

5–10 
£’000
–
–
–
–
–
–

Total
12,594
9,755
2,325
514
2,654
2,654

Included within bioprocessing contract liabilities is revenue of £0.8 million which has not been recognised during 2021 
(2020:  £1.4 million)  relating  to  the  estimate  of  out  of  specification  batches  (see  note  3:  ’Estimations’  for  additional 
information).

Deferred income relates to grant funding received from the UK Government for capital equipment purchased as part 
of the Oxbox bioprocessing facility expansion. The income will be recognised over the period over which the purchased 
assets are depreciated.

The Company had no contract liabilities or deferred income in 2021 or 2020.

21, Provisions

At 1 January
Unwinding of discount
Change in estimate
Additional provision recognised
At 31 December

Current
Non-current
Total provisions

2021
£’000
5,839
27
378
–
6,244

2021
£’000
–
6,244
6,244

2020
£’000
5,086
38
251
464
5,839

2020
£’000
–
5,839
5,839

Provisions are exclusively in respect of dilapidations. The dilapidations provisions relate to anticipated costs of restoring 
the  leasehold  Yarnton,  Oxbox,  Windrush  Innovation  Centre  and  Corporate  Office  properties  in  Oxford,  UK  to  their 
original condition at the end of the lease terms in 2024, 2033, 2028 and 2030 respectively, discounted using the rate 
per the Bank of England nominal yield curve. The equivalent rate was used in 2020. The provisions will be utilised at the 
end of the leases if they are not renewed.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
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22, Financial instruments
The Group and Company’s financial instruments comprise cash and cash equivalents, trade and other receivables, 
assets  at  fair  value  through  profit  and  loss,  and  trade  and  other  payables.  Additional  disclosures  are  set  out  in  the 
Corporate Governance Report and in note 4 relating to risk management.

The Group had the following financial instruments at 31 December each year:

Cash and cash equivalents (note 18)
Trade receivables and other receivables (note 17)
Assets at fair value through profit and loss (note 14)
Trade and other payables excluding tax (note 19)

Financial assets at fair value 
through profit and loss

2021
£’000
–
–
74
–
74

2020
£’000
–
–
239
–
239

Cash and  
receivables
2021
£’000
108,944
45,142
–
–
154,086

2020
£’000
46,743
54,902
–
–
101,645

Amortised costs, loans  
and other liabilities

2021
£’000
–
–
–
17,160
17,160

2020
£’000
–
–
–
18,131
18,131

Floating rate instant access deposits earned interest at prevailing bank rates.

Sterling
US Dollars

2021

2020
Year average Year average
Weighted 
average rate
0.01%
0.00%

Weighted 
average rate
0.02%
0.00%

Assessment of financial assets by credit risk rating:
Cash and cash equivalents are held with reputable banks with a long term A credit rating as assessed by Moody’s and a 
low assessed risk of default.

All trade receivables are assessed as having a low credit risk rating as the debt is owed by blue chip pharmaceutical 
groups  in  the  top  10  in  the  world  by  market  capitalisation,  and  by  biotechnology  companies  with  sufficient  cash 
reserves  to  satisfy  their  obligations.  There  has  been  no  change  in  the  determined  risk  during  2021,  therefore  no 
reconciliation between the 2020 and 2021 closing debtor balance assessed by risk of default has been provided. The 
opening and closing position was low (2020: low).

Other receivables are rent deposits held in separately administered bank accounts with covenants limiting their use and 
are as such assessed as having a low risk of default.

Fair value
The Directors consider that the fair values of the Group’s financial instruments do not differ significantly from their 
book values.

The carrying amounts of the Group’s cash and cash equivalents are denominated in the following currencies:

Sterling
Euro
US Dollar

2021
£’000
96,477
524
11,943
108,944

2020
£’000
37,299
439
9,005
46,743

Financial assets classified as level 1 in hierarchy
The investment asset represented by ordinary shares in Orchard Therapeutics is classified as at fair value through profit 
and loss. Please refer to note 14 for further information.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
6 Group financial statements

7
1

Notes to the consolidated financial statements
for the year ended 31 December 2021

Reconciliation of movements of liabilities to cash flows  
arising from financing activities

Liabilities

Equity

Total

Balance at 1 January 2020
Changes from financing cash flows
Share options – Proceeds from shares issued
Issue of shares excluding options
Cost of share issues
Payments for the principal portion of lease liabilities
Payments for the interest portion of lease liabilities
Total changes from financing cash flows

Other changes:
Additions
Interest
Transfer of share premium to warrants
Balance at 31 December 2020
Changes from financing cash flows
Share options – Proceeds from shares issued
Issue of shares excluding options
Payments for the principal portion of lease liabilities
Payments for the interest portion of lease liabilities
Total changes from financing cash flows

Other changes:
Additions
Interest
Closing balance at 31 December 2021

Exposure to Liquidity Risk

Lease 
liabilities
£’000
8,389

Share  
capital
£’000
38,416

Share 
Premium
£’000
222,618

Total
£’000
269,423

1,086
40,000
(1,724)
(292)
(859)
38,211

5,733
874
(1,218)
313,023

1,675
50,000
(4,520)
(873)
46,282

245
2,500
–
–
–
2,745

–
–
–
41,161

236
1,691
–
–
1,927

841
37,500
(1,724)
–
–
36,617

–
–
(1,218)
258,017

1,439
48,309
–
–
49,748

–
–
43,088

–
–
307,765

16
873
360,194

–
–
–
(292)
(859)
(1,151)

5,733
874
–
13,845

–
–
(4,520)
(873)
(5,393)

16
873
9,341

Carrying 
Amount 
£’000

Total
£’000

2 months  
or less
£’000

2–12  
months 
£’000

1–2 years 
£’000

2–5 years 
£’000

>5 years
£’000

Contractual Cash flows

Non derivative financial liabilities: 
Lease Liabilities

9,341

13,456

 – 

1,590

3,033

2,850

5,983

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
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23, Deferred taxation
The Company and the Group have recognised deferred tax assets and liabilities at 31 December 2021 and 31 December 
2020. In light of the Group’s history of losses, recovery of the whole deferred tax asset is not sufficiently certain, and 
therefore a deferred tax asset has been recognised only to the extent that there is a deferred tax liability. 

Finance Act 2020 enacted provisions to increase the UK Corporation tax rate to 19% from 1 April 2020. Finance Act 
2021 which was Substantively Enacted on 24 May 2021 included provisions to increase the rate further to 25% effective 
from 1 April 2023 and this rate has been applied when calculating the deferred tax at the year end.

Group – recognised
Deferred tax (assets)/liabilities – recognised

At 1 January 2020
Origination and reversal of temporary differences
At 31 December 2021

At 1 January 2020
Origination and reversal of temporary differences
At 31 December 2020

Company – recognised
Deferred tax (assets)/liabilities – not recognised

At 1 January 2020
Origination and reversal of temporary differences
At 31 December 2021

At 1 January 2020
Origination and reversal of temporary differences
At 31 December 2020

Group – not recognised 
Deferred tax (assets)/liabilities – not recognised

At 1 January 2021
Origination and reversal of temporary differences
At 31 December 2021

At 1 January 2020
Origination and reversal of temporary differences
At 31 December 2020

Fixed assets 
£’000

Tax losses
£’000

Revaluation of 
investments
£’000

Total
£’000

–
3,051
3,051

–
–
–

–
(3,051)
(3,051)

(359)
359
–

–
–
–

359
(359)
–

Tax losses
£’000

Revaluation of 
investments
£’000

–
–
–

359
(359)
–

–
–
–

–
–
–

–
–
–

–
–
–

Total
£’000

–
–
–

359
(359)
–

Tax 
depreciation
£’000

Loan 
relationships
£’000

Provisions
£’000

Tax losses
£’000

Share options
£’000

Total
£’000

–
–
–

(62)
62
–

(1,267)
(401)
(1,668)

(1,218)
(49)
(1,267)

(206)
(92)
(298)

(441)
235
(206)

 (17,443)
 (4,317)
 (21,760)

 (15,874)
 (1,569)
(17,443)

(3,239)
(2,937)
(6,176)

(1,664)
(1,575)
(3,239)

 (22,155)
 (7,747)
 (29,902)

 (19,259)
 (2,896)
(22,155)

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
 
 
 
 
8 Group financial statements

7
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Notes to the consolidated financial statements
for the year ended 31 December 2021

24, Ordinary shares

Group and Company 
Issued and fully paid
Ordinary shares of 50p each
At 1 January – 82,320,585 (2020: 76,859,131) shares
Allotted for cash in placing and subscription – 3,382,950 (2020: 5,000,000) shares
Allotted on exercise of share options – 471,520 (2020: 461,454)
At 31 December – 86,175,055 (2020: 82,320,585) shares

2021
£’000

41,161
1,691
236
43,088

2020
£’000

38,416
2,500
245
41,161

On 19 June 2020, the Group announced an equity fundraising of 5,000,000 new ordinary shares at a price of £8.00 per 
share. Gross proceeds from the fundraising were £40.0 million; net proceeds were £38.3 million.

On 22 September 2021, the Group announced an equity fundraising of 3,382,950 new ordinary shares at a price of 
£14.78 per share. Gross proceeds from the fundraising were £50.0 million.

Please refer note 34, Events after the balance sheet date, for further information regarding equity fundraises which 
occurred post year end.

25, Share premium account

Group and Company 
At 1 January
Premium on shares issued for cash in placing and subscription
Transfer of share premium related to warrants
Premium on exercise of share options
Costs associated with the issue of shares
At 31 December

2021
£’000
258,017
48,309
–
1,439
–
307,765

2020
£’000
222,618
37,500
(1,218)
841
(1,724)
258,017

During 2020, the Directors reviewed their presentation of share premium and found that the share premium had been 
overstated following the issue of warrants in the comparative period. As a result £1,218,000 was transferred from share 
premium to retained earnings in the prior year.

Oxford Biomedica plc | Annual report and accounts 2021 
9
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26, Options over shares of Oxford Biomedica plc
The Company has outstanding share options that were issued under the following schemes:

 — The 2007 Share Option Scheme (approved February 2007);

 — The 2015 Executive Share Option Scheme (approved May 2015);

 — The 2007 Long Term Incentive Plan (LTIP) (approved February 2007);

 — The 2015 Long Term Incentive Plan (LTIP) (approved May 2015);

 — The 2013 Deferred Bonus Plan (approved February 2014);

 — The 2015 Deferred Bonus Plan (approved May 2015); and

 — The 2015 Sharesave scheme (approved May 2015).

Share  options  are  granted  to  Executive  Directors  and  selected  senior  managers  under  the  Company’s  Long  Term 
Incentive  Plans  (LTIP),  and  Deferred  Bonus  Plans,  and  to  other  employees  under  the  Share  Option  Schemes  and 
Sharesave scheme. All option grants are at the discretion of the Remuneration Committee.

Options granted under the 2007 and 2015 LTIP to Directors and other senior managers are subject to both revenue and 
market condition performance criteria and will vest only if, at the third anniversary of the grant, the performance criteria 
have been met. Failure to meet the minimum performance criteria by the third anniversary results in all the granted 
options lapsing.

The performance criteria are described in the Directors’ Remuneration Report. LTIP awards made to date are exercisable 
at either par or a nil cost on the third anniversary of the date of grant, and lapse 10 years after being granted. For 
Directors, options granted between 2019 and 2021 also have a two year holding period post vesting.

Restricted stock units (RSUs) granted under the 2015 LTIP are issued at nil cost. They are not subject to market condition 
performance criteria and the lives of the RSUs are ten years, after which the RSUs expire. RSUs granted under the 2015 
Scheme cannot normally be exercised before the third anniversary of the date of grant.

Options granted under the 2007 Share Option Scheme have fixed exercise prices based on the market price at the date 
of grant. They are not subject to market condition performance criteria and the lives of the options are ten years, after 
which the options expire. Options granted prior to 2012 cannot normally be exercised before the third anniversary of 
the date of grant. Options granted under the 2007 Scheme during 2012 to 2014, with one exception, vest in tranches 
of 25% from the first to fourth anniversaries of the grant dates.

Options granted under the 2015 Executive Share Option Scheme have fixed exercise prices based on the market price 
at the date of grant. They are not subject to market condition performance criteria and the lives of the options are ten 
years, after which the options expire. Options granted under the 2015 Scheme cannot normally be exercised before the 
third anniversary of the date of grant.

Options granted under the 2015 Sharesave Scheme have fixed exercise prices based on the market price at the date of 
grant. They are not subject to market condition performance criteria and the lives of the options are four years, after 
which the options expire and the cash saved is returned. Options cannot be exercised before the third anniversary of 
the date of grant.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
0 Group financial statements

8
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Notes to the consolidated financial statements
for the year ended 31 December 2021

Share options outstanding at 31 December 2021 have the following expiry date and exercise prices:

Options granted to employees under the Oxford Biomedica 2007 and 2015 Share Option Schemes

2021 Number of shares
919
5,560
15,155
16,518
39,8731
55,3091
106,0261
141,0601
379,8081
520,8241
1,281,052

2020 Number of shares
5,829
10,888
21,562
25,870
49,5611
78,3621
176,5621
225,0731
441,3361
573,3181
1,608,361

Exercise price per share
270p to 290p
115p to 155p
80p to 140p
100p to 200p
490p
275p
495p
502p to 904p
618p to 705p
760p to 817p

Date from which exercisable
Vested
Vested
Vested
Vested
Vested
Vested
Vested
Vested
04/01/2022 to 12/9/2022
26/06/2023 to 05/10/2023

Expiry date
15/03/21 to 04/10/21
08/05/22 to 21/12/22
22/05/23 to 19/11/23
03/06/24 to 17/10/24
13/03/25 to 10/06/25
16/05/26 to 13/10/26
13/07/27
15/02/2028 to 07 08 2028
04/01/2029 to 12/09/2029
26/06/2030 to 05/10/2030

Note 1 – Options granted under the 2015 Executive share option scheme.

Options granted to employees under the Oxford Biomedica 2015 Sharesave scheme

2021 Number of shares
–
29,682
237,069
154,756
143,345
564,852

2020 Number of shares
17,225
67,849
258,882
165,724
–
509,680

Exercise price per share
330p
725p
422p
672p
1,226p

Date from which exercisable
12/10/20
10/10/21
09/10/22
31/10/23
20/10/24

Options granted under the Oxford Biomedica 2007 and 2015 Long Term Incentive Plans

Expiry date
12/04/21
10/04/22
09/04/23
30/04/24
30/04/25

2021 Number of shares
132,000
55,774
29,524
43,824
82,185
143,2942
62,9131,2
282,0931,2
260,5771,2
263,2971,2
234,8833
1,590,364

2020 Number of shares
139,000
66,679
34,539
93,535
108,395
143,2942
191,1951,2
298,3231,2
–
–
286,8691,2
1,361,829

3,436,268

3,479,870

Exercise price per share
50p
50p
50p
0p
0p
0p
0p
0p
0p
0p
0p

Date from which exercisable
Vested
Vested
Vested
Vested
Vested
Vested
Vested
18/04/2022 to 12/09/2022
26/06/2023
08/06/2024
08/06/2024

Expiry date
30/06/22
12/06/23
20/6/24 to 17/10/24
10/01/25
16/05/26
17/07/27 to 25/09/27
15/02/2021 to 7/8/2021
18/04/2029 to 12/09/2029
26/06/2030
08/06/2031
08/06/2031

Note 1 – These LTIP awards will vest provided that performance conditions specified in the Directors’ Remuneration Report are met. 
Note 2 – Options granted under the 2015 LTIP.
Note 3 – Restricted Share Options (RSUs) granted under the 2015 LTIP issued to employees vesting over 3 years. 

Oxford Biomedica plc | Annual report and accounts 2021 
 
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Deferred Share Awards
The Executive Directors and certain other senior managers have been awarded deferred bonuses in the form of share 
options. These options are exercisable at nil pence on either the first three anniversaries of the grant or the third anniversary 
of the grant dependent on the option conditions. Options with a value of £1,037,000 vested during 2021 (2020: £667,000).

The options granted under the 2013 Deferred Bonus Plan will be satisfied by market-purchased shares held by the 
Oxford Biomedica Employee Benefit Trust (EBT). As at 31 December 2020, all shares held by the EBT had vested. The 
EBT is consolidated at year end with the shares held in trust until the exercise of the option. During the year no shares 
(2020: nil) from the EBT were exercised.

The options granted under the 2015 Deferred Bonus Plan will be satisfied by new issue shares at the time of exercise.

Options granted to employees under the Oxford Biomedica 2013 and 2015 Deferred Bonus Plan

2021 Number of shares
68,725
27,402
32,010
27,696
36,205
67,793
65,576
58,943
384,350

2020 Number of shares

93,725
28,924
48,082
32,544
39,642
83,909
68,035
–
394,861

National insurance liability

Exercise price per share
0p
0p
0p
0p
0p
0p
0p
0p

Date from which exercisable
Exercisable
Exercisable
Exercisable
Exercisable
Exercisable
18/04/20 to 18/04/22
20/06/21 to 20/06/23
08/06/22 to 08/06/24

Expiry date
15/06/24 and 14/10/24
04/05/25
14/05/26
11/07/27
07/08/28
18/04/29
20/06/30
20/06/31

Certain options granted to UK employees could give rise to a national insurance (NI) liability on exercise. A liability of 
£1,305,000 (2020: £1,043,000) is included in accruals for the potential NI liability accrued to 31 December on exercisable 
options that were above water, based on the year-end share price of 1,230p (2020: 1,030p) per share.

27, Share based payments

Sharesave Scheme awards  
(Model used: Black Scholes)
Share price at grant date
Exercise price
Vesting period (years)
Total number of shares under option
Expected volatility (weighted average)
Expected life (years)
Risk free rate (weighted average)
Fair value per option

LTIP awards  
(Model used: Monte Carlo)
Share price at grant date
Exercise price
Vesting period (years)
Total number of shares under option
Expected volatility (weighted average)
Expected life (years)
Risk free rate (weighted average)
Fair value per option

Options awarded  
20 Oct 2021
1,536.00p
1,226.00p
3
144,079
43.49%
3
0.68%
589.17p

LTIPs awarded  
01 Nov 2021
1,524p
0p
3
16,934
43.23%
3
0.69%
1,060p

LTIPs awarded  
08 Jun 2021
1,148p
0p
3
233,766
44.20%
3
0.14%
784p

LTIPs awarded  
02 Aug 2021
1,368p
0p
3
12,597
43.77%
3
0.12%
934p

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
2 Group financial statements

8
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Notes to the consolidated financial statements
for the year ended 31 December 2021

The tables below show the movements in the Share Option Scheme, Sharesave scheme and the LTIP during the year, 
together with the related weighted average exercise prices.

Excluding  the  LTIP,  RSU  and  Deferred  Bonus  awards  which  are  exercisable  at  par/nil  value,  the  weighted  average 
exercise price for options granted during the year was 1,226.0p (2020: 740.7p).

471,520 options were exercised in 2021 (2020: 482,073), including 69,454 of deferred bonus options (2020: 51,057). 
The total charge for the year relating to employee share-based payment plans was £3,523,000 (2020: £3,752,000), all 
of which related to equity-settled share based payment transactions.

Share options excluding LTIP
Outstanding at 1 January
Granted
Forfeited
Exercised
Cancelled

2021
Weighted average  
exercise price
548.7p
1,226.0p
706.4p
577.5p
587.7p

Number
2,118,041
144,079
(147,282)
(252,676)
(16,258)

2020
Weighted average  
exercise price
419.2p
602.8p
654.9p
243.0p
673.8p

Number
1,769,698
749,245
(58,429)
(323,794)
(18,176)

Outstanding at 31 December

1,845,904

695.5p

2,118,041

Exercisable at 31 December
Exercisable and where market price exceeds  
exercise price at 31 December

410,102

410,102

588.4p

385,859

588.4p

385,859

LTIP awards (options exercisable at par value 1p or nil cost)
Outstanding at 1 January
Granted
Expired
Exercised

Outstanding at 31 December

Exercisable at 31 December

2021 
Number
1,361,829
507,604
(168,796)
(110,273)

1,590,364 

549,514

Range of exercise prices
LTIP:
Exercisable at par or at nil cost
Deferred bonus:
Exercisable at par or at nil cost
Options:
50p to 150p
150p to 250p
250p to 350p
350p to 650p
650+p

Weighted 
average 
exercise price

Number 
of shares

2021
Weighted  
average  
remaining  
life (years) 

Weighted 
average 
exercise price

Number 
of shares

6.8p

1,590,364

0p

384,350

101p
183p
275p
454p
798p

25,197
12,036
56,228
393,529
1,358,914
3,820,618

6.9

6.3

1.8
1.9
4.3
6.7
8.1

8.8p

1,361,829

0p

394,861

103p
181p
284p
459p
754p

35,459
22,861
101,416
495,566
1,462,739
3,874,731

548.7p

384.5p

384.5p

2020 
Number
1,240,962
286,869
(58,780)
(107,222)

1,361,829

585,442

2020
Weighted  
average  
remaining  
life (years)

6.7

6.5

2.9
2.7
5.3
7.5
8.8

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
28, Accumulated losses

At 1 January
Profit/(loss) for the year
Share based payments
Deferred tax on share options
Transfer of share premium related to warrants
Exercise of nil cost option
At 31 December

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Group

2021
£’000
(188,723)
19,011
3,523
458
–
(75)
 (165,806)

2020
£’000
(187,695)
(6,245)
3,7521
273
1,2182
(26)
(188,723)

Company
2021
£’000
(126,143)
(2,366)
–
–
–
 (75)
(128,584)

2020
£’000
(125,093)
(2,242)
–
–
1,2182
(26)
(126,143)

Note 1 –  The credit to accumulated losses is made up out of the charge for the year relating to employee share-based payment plans of £2,486,000 (2020: £2,363,000) (note 26) and 

£1,037,000 (2020: £1,389,000) related to the vesting of deferred share awards made to Executive Directors and senior managers.

Note 2 –  During  2020,  the  Directors  reviewed  their  presentation  of  share  premium  and  found  that  the  share  premium  has  been  overstated  following  the  issue  of  warrants  in  the 

comparative period – to correct this they have transferred £1,218,000 from share premium to retained earnings.

Neither the Company nor its subsidiary undertakings had reserves available for distribution at 31 December 2021 or  
31 December 2020.

29, Other reserves

Group

At 1 January 2021
At 31 December 2021

Group

At 1 January 2020
At 31 December 2020

Company
At 1 January 2021
Credit in relation to employee share schemes
At 31 December 2021

Company
At 1 January 2020
Credit in relation to employee share schemes
At 31 December 2020

Merger 
reserve
£’000

2,291
2,291

Merger 
reserve
£’000

2,291
2,291

Share  
Scheme 
reserve
£’000
15,269
3,523
18,792

Share  
Scheme 
reserve
£’000
9,492
5,7771
15,269

Total
£’000

2,291
2,291

Total
£’000

2,291
2,291

Total
£’000
16,849
3,523
20,372

Total
£’000
11,072
5,777
16,849

Merger 
reserve
£’000
1,580
–
1,580

Merger 
reserve
£’000
1,580
–
1,580

Note 1 –  In 2020, the Company recognised a £3.4 million increase in its investment in its operating subsidiary Oxford Biomedica (UK) Ltd (refer note 15 of the financial statements)  
due to equity settled share based payments granted to employees and service providers in subsidiaries. Of the £3.4 million, £2.7 million relates to amounts which should  
have been recognised at 31 December 2019. In addition £700,000 of deferred bonus that was included in the 2019 consolidated balance sheet has been recognised within  
Group equity in 2020. The disclosure relating to such share based payment awards is detailed in Note 26.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
 
4 Group financial statements

8
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Notes to the consolidated financial statements
for the year ended 31 December 2021

Merger reserve
The  Group  merger  reserve  at  31 December  2021  and  2020  comprised  £711,000  arising  from  the  consolidation  
of Oxford Biomedica (UK) Ltd using the merger method of accounting in 1996, and £1,580,000 from the application  
of merger relief to the purchase of Oxxon Therapeutics Limited in 2007. The Company merger reserve at 31 December 
2021 and 2020 comprised the merger relief arising in respect of the Oxxon Therapeutics purchase only.

Share scheme reserve
Options over the Company’s shares have been awarded to employees of Oxford Biomedica (UK) Ltd. In accordance 
with IFRS 2 ’Share-based Payment’ the expense in respect of these awards is recognised in the subsidiaries’ financial 
statements (see note 26). In accordance with IFRS 2 the Company has treated the awards as a capital contribution  
to the subsidiaries, resulting in an increase in the cost of investment of £3,523,000 (2020: £5,777,000) (see note 14) and 
a corresponding credit to reserves.

30, Cash flows from operating activities
Reconciliation of loss before tax to net cash used in operations:

Continuing operations
Profit/(loss) before taxation
Adjustment for:
Depreciation
Amortisation of intangible assets
Net finance costs
Charge in relation to employee share schemes1
Non-cash loss

Changes in working capital:

Increase/(decrease) in trade and other receivables
Increase in trade and other payables
Decrease in deferred income
(Decrease)/increase in contract liabilities
Increase in provisions
Increase in inventory

Net cash generated from/(used in) operations

Group

Company

2021
£’000

2020 
(Restated2)
£’000

2021
£’000

2020
£’000

19,880

(6,572)

(2,366)

(1,883)

12,435
21
888
3,981
165

6,891
(657)
(867)
(15,667)
–
(2,609)
24,461

9,817
22
878
3,289
831

(25,893)
5,419
(795)
13,410
38
(4,333)
(3,889)

–
–
–
–
–

–
17
–
–
–
–
(2,349)

–
–
–
–
–

–
25
–

–
–
(1,858)

1   The charge in relation to employee share scheme is made up out of the charge for the year relating to employee share-based payment plans of £2,486,000 (2020: £2,363,000) and 
£1,037,000 (2020: £653,000) related to the vesting of deferred share awards made to executive directors and senior managers, and £457,000 (2020: £273,000) relating to deferred 
tax on share options recognised within equity.

2  The presentation has changed from Operating profit/(loss) in prior year to Profit/(loss) before taxation in current year.

31, Pension commitments
The Group operates a defined contribution pension scheme for its directors and employees. The assets of the scheme 
are held in independently administered funds. The pension cost charge of £2,839,000 (2020: £2,244,000) represents 
amounts payable by the Group to the scheme. Contributions of £392,000 (2020: £308,000), included in accruals, were 
payable to the scheme at the year-end.

32, Leases
The Group leases land and buildings and IT equipment. Information about leases for which the Group is a lessee is 
presented below:

Oxford Biomedica plc | Annual report and accounts 2021 
 
Right-of-use assets:

Group 
Balance at 1 January 2021
Additions
Change in estimate
Depreciation charge for the period
Balance at 31 December 2021

Lease liabilities:

Property 
£’000
12,261
–
378
(1,189)
11,450

Equipment 
£’000
3,442
21
–
(683)
2,780

IT equipment 
£’000
89
–
–
(53)
36

Maturity analysis – contractual undiscounted cash flows
Less than one year
One to five years
Six to ten years
More than ten years
Total undiscounted cash flows at 31 December 2021

Lease liabilities included in the Statement of Financial Position
Current
Non-current
Total lease liabilities at 31 December 2021

Amounts recognised in the Statement of Comprehensive Income
Interest on lease liabilities
Expense relating to short term leases

Amounts recognised in the statement of cash flows
Total cash outflow for leases

2021 
£’000

1,590
5,883
5,071
913
13,457

2021 
£’000
853
8,488
9,341

2021 
£’000
873
369

2021 
£’000
5,393

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Total 
£’000
15,792
21
378
(1,925)
14,266

2020 
£’000

 5,357
5,966
5,765
1,643
18,731

2020 
£’000
 4,475
9,370
 13,845

2020 
£’000
859
247

2020 
£’000
1,151

33, Contingent liabilities and capital commitments
The Group had commitments of £3,974,000 for capital expenditure for leasehold improvements, plant and equipment 
not provided for in the financial statements at 31 December 2021 (2020: £176,000).

34, Events subsequent to the reporting date
On the 10th of March 2022 the Group acquired an 80% stake in the newly established Oxford Biomedica Solutions LLC 
(Oxford Biomedica Solutions) from Homology Medicines Inc., an AAV Manufacturing and Innovation Business, for £96 million 
($130 million). Homology Medicines will continue to own 20% of the new company with both the Group and Homology 
Medicines retaining a put/call option to buy or sell the remaining 20% of Oxford Biomedica Solutions to the Group at any 
time subsequent to the 3 year anniversary of the acquisition. As part of the acquisition of the 80% stake, the Group also 
agreed  to  inject  £37 million  ($50 million)  into  Oxford  Biomedica  Solutions  LLC  for  working  capital  purposes.  Oxford 
Biomedica Solutions leases a GMP facility near Boston, Massachusetts, operating three 500L bioreactors using a serum-free 
suspension process, which has also been successfully scaled to 2,000L. 

This acquisition will be treated as a business combination under IFRS 3. The total estimated purchase consideration of 
100%  of  Oxford  Biomedica  Solutions  is  $225 million  with  a  provisional  fair  value  consideration  of  £167 million 
($225 million). The provisional value of acquired net tangible assets is $49 million with fair value adjustments relating to 
the  current  cost  of  acquiring  or  constructing  these  assets.  The  remaining  consideration  will  be  allocated  between 
identifiable intangible assets (AAV platform-related) and goodwill, with the majority expected to be intangibles being the 
AAV platform IP and Know-how acquired from Homology Medicines as part of the acquisition. Goodwill represents the 
control premium, the acquired workforce and the synergies expected from integrating Oxford Biomedica Solutions 
into  the  Group’s  existing  business.  The  Group  did  not  disclose  an  accounting  method  for  non-controlling  interest 
recognition, amounts for each major class of asset and liability acquired, and other requirements per IFRS 3, due to the 
short period of time from the date of acquisition till issuance of the annual accounts.

Oxford Biomedica plc | Annual report and accounts 2021 
 
 
 
 
6 Group financial statements

8
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Notes to the consolidated financial statements
for the year ended 31 December 2021

As part of the financing arrangements, the Group raised gross proceeds of £80 million through a placing of 9,876,544 
shares at 810 pence per share. The placing was done in two tranches with 5,018,134 shares placed on the 28th of 
January 2022, and a further 4,858,410 shares were placed on the 10th of March 2022.

Oxford Biomedica PLC also entered into a secured short term loan with Oaktree Capital Management for US$85 million 
(£64 million) which is repayable in twelve months after completion of the acquisition.

The  $85 million  Oaktree  loan  is  repayable  no  later  than  10 March  2023  although  it  may  be  repaid,  at  the  Group’s 
discretion, at any time subject to early prepayment fees and an exit fee. The loan carries an interest rate of 8.5%. The 
terms also include a financial covenant relating to the a requirement to hold a minimum of $10 million cash at all times. 
The Oaktree facility is secured by a pledge over substantially all of the Group’s assets.

35, Related party transactions Identity of related parties
As at 31 December 2021, the Group consisted of a parent, Oxford Biomedica plc, one wholly-owned trading subsidiary 
(Oxford Biomedica (UK) Limited), the principal trading company the newly established US subsidiary, Oxford Biomedica 
(US) Inc., and two dormant subsidiaries, Oxxon Therapeutics Limited which was acquired and became dormant in 
2007 when its assets and trade were transferred to Oxford Biomedica (UK) Limited, and Oxford Biomedica (Ireland) Ltd 
which was incorporated in 2019 as a wholly owned subsidiary of the parent company. The registered address for the 
Company and all of its UK subsidiaries is Windrush Court, Transport Way, Oxford OX4 6LT. The registered office of 
Oxford Biomedica (Ireland) Ltd is Earlsfort Terrace, Dublin 2, DO2 T380, Ireland.

Please refer to note 34 for further information relating to the acquisition of an 80% ownership interest in a newly formed AAV 
focused manufacturing and innovation business, Oxford Biomedica Solutions, established in March 2022 with Homology 
Medicines.

The parent company is responsible for financing and setting Group strategy. Oxford Biomedica (UK) Limited carries out 
the Group strategy, employs all the UK staff including the Executive Directors, and owns and manages all of the Group’s 
intellectual property. The proceeds from the issue of shares by the parent are passed from Oxford Biomedica plc to 
Oxford  Biomedica  (UK)  Limited  as  a  loan,  and  Oxford  Biomedica  (UK)  Limited  manages  Group  funds  and  makes 
payments, including the expenses of the parent company.

Company: transactions with subsidiaries
Purchases:
Parent company expenses paid by subsidiary

Cash management:
Cash loaned by parent to subsidiary

2021
£’000

2020 
£’000

(749)

(1,150)

12,000

15,000

The loan from Oxford Biomedica plc to Oxford Biomedica (UK) Limited is unsecured and interest free. The loan is legally 
due for repayment on demand though the expectation is that it will not be repaid within 12 months of the year end. The 
year-end balance on the loan was:

Company: year-end balance of loan
Loan to subsidiary

2021
£’000
273,253

2020 
£’000
262,002

The investment in the subsidiary, of which the loan forms part, has been impaired by £126 million (note 15) in previous years.

In addition to the transactions above, options over the Company’s shares have been awarded to employees of subsidiary 
companies. In accordance with IFRS 2, the Company has treated the awards as a capital contribution to the subsidiaries, 
resulting in a cumulative increase in the cost of investment of £17,755,000 (2020: £15,269,000).

There were no transactions (2020: none) with Oxxon Therapeutics Limited.

Company: transactions with related parties
There  were  no  other  outstanding  balances  in  respect  of  transactions  with  Directors  and  connected  persons  
at 31 December 2021 (2020: none). Key person remuneration can be seen in note 6 of the financial statements.

Oxford Biomedica plc | Annual report and accounts 2021 
 
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Other matters 
Glossary

Oxford Biomedica specific terminology

Terminology not specific to Oxford Biomedica

LentiVector® platform
Oxford  Biomedica’s  LentiVector®  platform  technology  is 
an advanced lentiviral vector based gene delivery system 
which  is  designed  to  overcome  the  safety  and  delivery 
problems  associated  with  earlier  generations  of  vector 
systems. The technology can stably deliver genes into cells 
with up to 100% efficiency and can integrate genes into 
non-dividing  cells  including  neurons  in  the  brain  and 
retinal cells in the eye. In such cell types, studies suggest 
that gene expression could be maintained indefinitely. The 
LentiVector® platform technology also has a larger capacity 
than  most  other  vector  systems  and  can  accommodate 
multiple therapeutic genes.

AXO-Lenti-PD (formerly OXB-102: Parkinson’s disease)
Axo-Lenti-PD (formerly OXB-102) is a gene-based treatment 
for  Parkinson’s  disease,  a  progressive  movement  disorder 
caused by the degeneration of dopamine producing nerve 
cells in the brain. OXB-102 uses the Company’s LentiVector® 
platform technology to deliver the genes for three enzymes 
that are required for the synthesis of dopamine. The product 
is administered locally to the region of the brain called the 
striatum,  converting  cells  into  a  replacement  dopamine 
factory within the brain, thus replacing the patient’s own lost 
source of the neurotransmitter.

OXB-302 (CAR-T 5T4): cancer
OXB-302 aims to destroy cancerous cells expressing the 
5T4  tumour  antigen.  It  uses  the  Group’s  LentiVector® 
platform™ to deliver a Chimeric Antigen Receptor (CAR) 
to  target  the  5T4  tumour  antigen  expressed  on  the 
surface of most solid tumours and some haematological 
malignancies.

Adeno-associated viral vectors (AAV)
AAV based vectors are small and are generally administered 
directly to patients into target tissues or into the blood. They 
allow  expression  of  the  therapeutic  protein  in  cells  that 
generally do not divide such as in the liver, the brain or eye.

Adenoviral vectors
Adenoviral based vectors are often used to make vaccines  
to  combat  pathogens  (such  as  the  adenovirus-based 
Oxford  AstraZeneca  COVID-19  vaccine).  They  work  by 
expressing  a  protein  in  the  vaccine  recipient’s  cells  to 
generate an immune response.

Biologics License Application (BLA)
The BLA is a request for permission to introduce or deliver 
for introduction, a biological product into the US market.

BREEAM
BREEAM (Building Research Establishment Environmental 
Assessment  Method),  first  published  by  the  Building 
Research Establishment (BRE) in 1990, is the world’s longest 
established method of assessing, rating, and certifying the 
sustainability of buildings.

CAR-T therapy
Adoptive  transfer  of  T  cells  expressing  Chimeric  Antigen 
Receptors  (CAR)  is  an  anti-cancer  therapeutic  as  CAR 
modified T cells can be engineered to target virtually any 
tumour associated antigen.

CDMO  
(Contract Development and Manufacturing Organisation)
A CDMO is a company that serves other companies in the 
pharmaceutical  industry  on  a  contract  basis  to  provide 
comprehensive services from drug development through 
to drug manufacturing.

Cell therapy
Cell therapy is defined as the administration of live whole 
cells in a patient for the treatment of a disease often in an 
ex vivo setting.

Clinical trials (testing in humans)
Clinical trials involving new drugs are commonly classified 
into three phases. Each phase of the drug approval process 
is treated as a separate clinical trial. The drug-development 
process  will  normally  proceed  through  the  phases  over 
many  years.  If  the  drug  successfully  passes  through  all 
phases it may be approved by the regulatory authorities:

 — Phase I: screening for safety

 — Phase  II:  establishing  the  efficacy  of  the  drug,  usually 

against a placebo

 — Phase III: final confirmation of safety and efficacy

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
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Other matters 
Glossary

CMC (Chemistry, Manufacturing and Controls)
To appropriately manufacture a pharmaceutical or biologic 
product,  specific  manufacturing  processes,  product 
characteristics,  and  product  testing  must  be  defined  in 
order  to  ensure  that  the  product  is  safe,  effective  and 
consistent between batches. These activities are known as 
CMC, chemistry, manufacturing and controls.

CTL019
CTL019 is a CAR-T cell therapy for patients with B cell 
cancers such as acute lymphoblastic leukemia (ALL), B 
lymphoma  (NHL),  adult  disease 
cell  non-Hodgkin 
chronic lymphocytic leukemia (CLL) and diffuse large B 
cell lymphoma.

Gene therapy
Gene  therapy  is  the  use  of  DNA  to  treat  disease  by 
delivering  therapeutic  DNA  into  a  patient’s  cells  which 
can be in an ex vivo or in vivo setting. The most common 
form of gene therapy involves using DNA that encodes a 
functional, therapeutic gene to replace a mutated gene. 
Other  forms  involve  directly  correcting  a  mutation,  or 
using  DNA  that  encodes  a  therapeutic  protein  drug  to 
provide treatment.

GxP, GMP, GCP, GLP
GxP is a general term for Good (Anything) Practice. GMP, 
GCP and GLP are the practices required to conform to 
guidelines 
for 
manufacturing, clinical and laboratory activities.

relevant  agencies 

laid  down  by 

DLBCL
Diffuse large B-cell lymphoma (DLBCL) is a cancer of B cells, 
a type of white blood cell responsible for producing antibodies. 
It  is  the  most  common  type  of  non-Hodgkin  lymphoma 
among adults.

in vitro
Latin term (for within the glass) refers to the technique of 
performing a given procedure in a controlled environment 
outside of a living organism.

DLT
Dose-limiting toxicity.

DNA
Deoxyribonucleic  acid  (DNA)  is  a  molecule  that  carries 
genetic information.

EMA 
European  Medicines  Agency  (EMA)  is  an  agency  of  the 
European Union in charge of the evaluation and supervision 
of medicinal products.

ex vivo
Latin  term  used  to  describe  biological  events  that  take 
place outside the bodies of living organisms.

FDA
US Food and Drug Administration (FDA) is responsible for 
protecting  the  public  health  by  assuring  the  safety, 
effectiveness, quality, and security of human and veterinary 
drugs, vaccines and other biological products, and medical 
devices.

in vivo
Latin  term  used  to  describe  biological  events  that  take 
place inside the bodies of living organisms.

IP
Intellectual Property (IP) refers to creative work which can 
be  treated  as  an  asset  or  physical  property.  Intellectual 
property rights fall principally into four main areas; copyright, 
trademarks, design rights and patents.

Lentiviral vectors
Lentiviral  based  vectors  integrate  into  patients’  cells  and 
give rise to long term expression and can be used in both 
dividing and non-dividing cells, to treat conditions such as 
immunodeficiencies or cancer through CAR-T therapy.

MSAT
Manufacturing Science and Technology.

MHRA
Medicines  and  Healthcare  products  Regulatory  Agency 
(MHRA)  is  an  Executive  agency  of  the  Department  of 
Health  and  Social  Care  in  the  United  Kingdom  which  is 
responsible  for  ensuring  that  medicines  and  medical 
devices work and are acceptably safe.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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Definitions of non-GAAP measures

Operating EBITDA 
(Earnings Before Interest, Tax, Depreciation, Amortisation, 
revaluation of investments and assets at fair value through 
profit and loss, and Share Based Payments) is a non-GAAP 
measure  often  used  as  a  surrogate  for  operational  cash 
flow as it excludes from operating profit or loss all non-
cash items, including the charge for share based payments. 
However,  deferred  bonus  share  option  charges  are  
not added back to operating profits in the determination 
of  Operating  EBITDA  as  they  may  be  paid  in  cash  upon  
instruction  of  the  Remuneration  Committee.  
the 
A reconciliation to GAAP measures is provided on page 50.

Adjusted Operating expenses
Being Operating expenses before Depreciation, Amortisation 
and Share based payments and the revaluation of investments.

Cash burn
Cash burn is net cash generated from operations plus net 
interest paid plus capital expenditure.

Oxford AstraZeneca COVID-19 vaccine
The  adenovirus-based  Oxford  AstraZeneca  COVID-19 
vaccine,  Vaxzevria  (formerly  known  as  AZD1222),  was  
co-invented  by  the  University  of  Oxford  and  its  spin- 
out  company,  Vaccitech.  The  adenovirus-based  Oxford 
AstraZeneca COVID-19 vaccine uses a replication deficient 
chimpanzee viral vector based on a weakened version of  
a common cold virus (adenovirus) that causes infections  
in  chimpanzees  and  contains  the  genetic  material  of  
the SARS-CoV-2 virus spike protein. After vaccination, the 
surface  spike  protein  is  produced,  priming  the  immune 
system  to  attack  the  SARS-CoV-2  virus  if  it  later  infects  
the body.

The  vaccine  has  been  granted  a  conditional  marketing 
authorisation or emergency use in more than 90 countries. 
It also has Emergency Use Listing from the World Health 
Organization, which accelerates the pathway to access in 
up to 144 countries through the COVAX Facility.

Pre-clinical studies
Pre-clinical studies (also known as non-clinical studies) is 
the stage of research that takes place before clinical trials 
can  begin  during  which  important  feasibility,  iterative 
testing and drug safety data is collected.

r/r paediatric ALL
Relapsed or refractory (r/r) acute lymphoblastic leukaemia 
(ALL)  is  a  type  of  cancer  in  which  the  bone  marrow  in 
children  and  young  adults  make  too  many  immature  B 
lymphocytes (a type of white blood cell) that are resistant 
to treatment.

UK Corporate Governance Code
The UK Corporate Governance Code is published by the UK 
Financial Reporting Council and sets out standards of good 
practice in relationship to board leadership and effectiveness, 
remuneration, accountability and relations with shareholders.

Viral vectors
Are tools commonly based on viruses used by molecular 
biologists to deliver genetic material into cells.

Oxford Biomedica plc  |  Annual report and accounts 2021

 
 
 
 
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Other matters 
Advisors and contact details

Advisors

Contact details

Financial adviser and broker
Peel Hunt
7th Floor 
100 Liverpool Street 
London EC2M 2AT 
United Kingdom

Oxford Biomedica plc
Windrush Court
Transport Way 
Oxford OX4 6LT 
United Kingdom

Tel: +44 (0) 1865 783 000

Financial adviser and joint broker
WG Partners
85 Gresham Street 
London EC2V 7NQ 
United Kingdom

Financial and corporate 
communications
Consilium Strategic Communications
85 Gresham Street 
London EC2V 7NQ 
United Kingdom

Registered independent auditors
KPMG LLP
2 Forbury Place 
33 Forbury Road 
Reading 
RG1 3AD 
United Kingdom

Solicitors
Covington & Burling LLP
22 Bishopsgate 
London EC2N 4BQ 
United Kingdom

Registrars
Link Group
10th Floor 
Central Square 
29 Wellington Street 
Leeds LS1 4DL 
United Kingdom

Company secretary 
and registered office
Natalie Walter
Windrush Court 
Transport Way 
Oxford OX4 6LT 
United Kingdom

Oxford Biomedica plc  |  Annual report and accounts 2021

 
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Windrush Court, Transport Way 
Oxford OX4 6LT, United Kingdom

Tel: +44 (0) 1865 783 000 
enquiries@oxb.com

www.oxb.com