UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F
(Mark One)
 
oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
OR
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 20092010
OR
 
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
OR
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________
 
Date of event requiring this shell company report _____________
For the transition period from ________________ to ________________
 
For the transition period from _____________ to _____________
Commission file numbernumber:  001-11960
 
ASTRAZENECA PLC
(Exact name of Registrant as specified in its charter)
 
England
(Jurisdiction of incorporation or organization)
 
15 Stanhope Gate,2 Kingdom Street, London W1K 1LNW2 6BD
(Address of principal executive offices)

___________________
 
Adrian Kemp
AstraZeneca PLC
15 Stanhope Gate, 2 Kingdom Street, London W1K 1LNW2 6BD
Telephone: +44 20 7304 50007604 8000
Facsimile number: +44 20 7304 51967604 8151
(Name, Telephone, E-Mail or Facsimile number and Address of Company Contact Person)
___________________

 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share of 25¢25¢ each
The New York Stock Exchange
Ordinary Shares of 25¢25¢ each
The New York Stock Exchange*


* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.
*Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None

(Title of Class)

 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None

(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
The number of outstanding shares of each class of stock of AstraZeneca PLC as of December 31, 20092010 was:
 
Ordinary Shares of 25¢ each: 1,450,958,5621,409,023,452
Redeemable Preference Shares of £1 each: 50,000

 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
 
x  Yes  
o  No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
o  Yes
x  No
 
Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
x  Yes  
o  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*
 
 
xo  Yes
o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP o
International Financial Reporting Standards as issued
by the International Accounting Standards Board x
Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
 
o  Item 17 
o  Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
o  Yes
x  No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 
 
o  Yes  
o  No



* This requirement does not apply to the registrant until its fiscal year ending December 31, 2011.
 



 
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 20092010 Form 20-F of AstraZeneca PLC (“AstraZeneca” or the “Company”) set out below is being incorporated by reference from the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated and submitted on March 25, 2010.April 28, 2011.
 
References below to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading.  Graphs and tabular data are not included unless specifically identified below.  Photographs are also not included.
 
In addition to the information set out below, the information set forth under the headings “Cautionary statement regarding forward-looking statements”, “Inclusion of reported performance, coreCore financial measures and constant exchange rate growth rates”, “Statements of competitive position, growth rates and sales”, “AstraZeneca websites”, “External/third party websites”, “Definitions”, “Use of terms”, “Statements of dates” and “Figures” on the inside front cover, the paragraph regarding trade marks of the AstraZeneca group on the inside back cover, “Cross-reference to Form 20-F” on page 205 and “Glossary” on pages 206217 to 207,219, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
On the date of this Form 20-F, the Company is announcing its quarterly financial results for the period ended March 31, 2011.
 
PART 1
 
ITEM 1 -1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2 -2.  OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
ITEM 3 -3.  KEY INFORMATION
 
A.  Selected Financial Data
 
The information (including graphs and tabular data) set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 20—Share capital of the Company” on pages 153 and 154, “GroupGroup Financial Record” on page 193204 and the first table that appears under “Additional Information—Shareholder Information”Information—AstraZeneca PLC share listings and prices” on page 199,211, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.  The selected financial data incorporated by reference herein is derived from audited financial statements of the Company and its consolidated entities, prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and as issued by the International Accounting Standards Board, included in the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010.April 28, 2011.
 
B. Capitalization and Indebtedness
 
Not applicable.
 
C. Reason for the Offer and Use of Proceeds
 
Not applicable.
 
D. Risk Factors
 
The information set forth or referenced under the heading “Directors’ Report—Corporate“Corporate Governance—Risk—Principal risks and uncertainties” on pages 8096 to 86103 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
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On March 23, 2010, the US healthcare reform bill was signed into law by President Obama.  For further discussion as to the proposed US healthcare reforms, please see the information set forth under the heading “—Principal risks and uncertainties” on the pages referenced above of the Company’s “Annual Report and Form 20-F Information 2009”.
ITEM 4 -4.  INFORMATION ON THE COMPANY
 
A. History and Development of the Company
 
The information (including tabular data) set forth under the headings “Additional Information—Corporate Information—History and development of the Company” on page 204, “Directors’ Report—Performance—Resources, Skills216, “Business Review—Delivering our strategy—Research and Capabilities—Development—Our resources” on pages 2529 to 30, “—Delivering our strategy—Supply and 32, “Directors’ Report—Reviews—Manufacturing—Our resources” on page 35, “Business Review—Financial Review—Financial position including cash flow and liquidity 2009—Property, plant and equipment” and “—Cash flow” on pages 39 and 41, respectively, “Directors’ Report—Reviews—Financial Review—Financial position, including cash flow and liquidity – 2008—Property, plant and equipment”, “—Cash flow” and “—2010—Investments, divestments and capital expenditure” on pages 43, 44 and 44, respectively,page 86, “Financial Statements—Notes to the Financial Statements—Note 7—Property, plant and equipment” on page 139153 and “—Note 22—Acquisitions of business operations” on pages 154167 to 156,168, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
B. Business Overview
 
The information (including graphs and tabular data) set forth under the headings “Introduction—“Overview—Our year in brief” on pages 24 to 3, “Directors’ Report—Performance”5, “—Chairman’s Statement” on pages 126 to 35 and7, “—Reviews”CEO’s Review” on pages 508 to 78,9, “—Our strategy and performance” on pages 10 to 21, “Business Review” on pages 24 to 77, “Additional Information—Development Pipeline” on pages 196206 to 198”210”, “Financial Statements—Notes to the Financial Statements —Note 1—Product revenue information” on page 133, and147, “—Note 6—Segment Information” on pages 137151 to 138152, and “Statements of competitive position, growth rates and sales” on the inside front cover, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
Restructuring InitiativesEuropean Commission approvals FLUENZ for prevention of seasonal influenza in children
 
As disclosed in the information set forth under the headings referenced above,On February 1, 2011 the Company plansannounced that the European Commission (EC) has granted marketing authorization to implement certain restructuring initiativesFLUENZ Influenza Vaccine (Live Attenuated, Nasal), a nasally administered live attenuated influenza vaccine, for prevention of seasonal influenza for children 24 months to less than 18 years of age. This decision follows the positive opinion from the Committee for Medicinal Products for Human Use (CHMP) on October 22, 2010 and is applicable to the 27 Member States and the 3 European Economic Area countries of the European Union.
It is expected that the FLUENZ vaccine will be initially available in its Researchselect European markets for the 2012-13 influenza season.  The EC decision and Development (“R&D”) organizationCHMP positive opinion were reached after a review of data from 201073 global clinical studies and US post-marketing studies of more than 141,000 subjects conducted in 38 countries. Study objectives included clinical safety and tolerability, clinical efficacy and effectiveness, and immunogenicity.
US FDA assigns new PDUFA date for BRILINTA
On February 4, 2011 the Company announced that the US Food and Drug Administration (FDA) has acknowledged receipt of the Company’s reply to the Complete Response Letter (CRL) for the ticagrelor New Drug Application (NDA). Accordingly, the agency has accepted AstraZeneca’s resubmission of the ticagrelor NDA, categorized it as a Class 2 resubmission to the CRL, and set a new Prescription Drug User Fee Act (PDUFA) date of July 20, 2011.
The FDA issued the CRL on December 16, 2010. On January 21, 2011, AstraZeneca announced it had submitted the requested supplementary analyses as part of its ongoing restructuring programs.  These R&D initiatives are designed to achieve material efficiency savings in R&D, which will partially mitigate the increase in R&D investment that would be required as projectsCRL response.  AstraZeneca remains confident in the current pipelineNDA submission for ticagrelor and will continue working with the FDA to progress totowards completing the more resource intensive, later phasesreview of development.the NDA for ticagrelor.
 
Through its previously announced restructuring programs,AstraZeneca halts Phase III trial of ZIBOTENTAN in non-metastatic castrate resistant prostate cancer
On February 7, 2011 the Company had realized annualized benefitsannounced that the phase III ENTHUSE Study 15, studying zibotentan monotherapy in patients with non-metastatic castrate resistant prostate cancer (CRPC), will be stopped following the results of US $1.6 billionan early efficacy review by the end of 2009, which are expectedIndependent Data Monitoring Committee. The decision was made after this review indicated that zibotentan monotherapy was unlikely to growmeet its primary efficacy endpoints (progression free survival and overall survival) and therefore unlikely to approximately US $2.4 billion by the end of 2010.  These programs have involved job reductions of 12,600 positions and, to the end of 2009, have resulted in the incurrence of US $2.5 billion in restructuring costs.
benefit patients with non-metastatic CRPC.
 
Through the Company’s next phase of restructuring plans (which includes the R&D initiatives, as well as completion of previously announced programs and some additional initiatives in supply chain, selling, general and administration), it expects to realize a further US $1.9 billion in estimated annual benefits by the end of 2014.  Of this, the R&D initiatives are expected to result in approximately US $1 billion of annual savings, of which 50% is estimated to be cost savings and the other 50% cost avoidance.
The Company expects to incur restructuring costs of US $2.0 billion for the next restructuring phase, of which US $1 billion is estimated to be the cost of implementation of the R&D initiatives (approximately 60% of which is estimated to be cash costs).
The Company’s next phase of restructuring, when fully implemented, may involve up to an additional 10,400 reductions in job positions.  Based on preliminary estimates, approximately 3,500 of these 10,400 positions may be affected by the implementation of the R&D initiatives, although after taking account of positions retained and
 
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relocated
AstraZeneca felt it was prudent to other sites, investment in new skills and capabilities and further expansion of Biologics activities, the net reduction due to these initiatives may fall to approximately 1,800 positions.
Results of Horizon Study Evaluating RECENTIN
On March 8, 2010, the Company announced the top-line results of a Phase II/III study evaluating RECENTIN (cediranib) compared with Avastin (bevacizumab) in patients with first-line metastatic colorectal cancer (mCRC).  This study, HORIZON III, assessed the efficacy of cediranib compared with bevacizumab, both in combination with chemotherapy.  Clinical activity was observed in the cediranib arm of the study and there was no statistically significant difference between treatment armstake an early view on the efficacy endpoints examined.  However,progress of Study 15 following the efficacyannouncement in September 2010 that ENTHUSE Study 14, evaluating zibotentan monotherapy, did not meet the pre-specified criteria forshow a significant improvement in the primary endpoint of non-inferiorityoverall survival in progression-free survival.patients with metastatic CRPC.
 
The spectrumStudy 15 is part of adverse events associated with cediranibthe Phase III clinical trial program, ENTHUSE, which was broadly consistent with previous studies.  HORIZON III continues with ongoing collection of overall survival data.
This is the first of two pivotal studies of cediranib in first-line mCRC. The other study, HORIZON II, is assessingdeveloped to evaluate the efficacy and safety of cediranib combinedzibotentan in extending survival in men with CRPC. The discontinuation of Study 15 concludes the zibotentan monotherapy program in CRPC. The full data from Study 15 will be published in due course.  ENTHUSE Study 33 is a trial using zibotentan in combination with standard chemotherapy vs. chemotherapy alone,in a more advanced metastatic CRPC setting. This trial will continue and datafull results are expected in the coming months. Results from both studies will determine the clinical utility, if any, for cediranib in colorectal cancer and decisions regarding regulatory filing.  Data from both of these studies will be submitted to a forthcoming medical meeting in the second half of 2010.2011.
 
ResultsAstraZeneca and Targacept initiate Phase IIB clinical trial of a Phase III study with cediranib in treating recurrent glioblastoma are also expected in the first half of 2010.   Exploratory evaluations of cediranib in other tumors are also ongoing.
Update on the Company’s Arrangements with Merck
Information on the Company’s arrangements with Merck & Co., Inc. (“Merck”) is set forth under the heading “Financial Statements—Notes to the Financial Statements —Note 25—Arrangements with Merck” on pages 166 to 168 of the Company’s “Annual Report and Form 20-F Information 2009” includedTC-5214 as exhibit 15.1 to this Form 20-F dated March 25, 2010, which is incorporated by reference.  Capitalized terms used below and not defined have the meanings ascribed to them in Note 25.“switch” monotherapy treatment for MDD
 
On March 1, 2010,February 7, 2011 the Company and Targacept, Inc. announced the enrolment of the first patient in the Phase IIb clinical trial of TC-5214, a nicotinic channel blocker, as a “switch” monotherapy treatment for patients with major depressive disorder (MDD) who do not respond adequately to initial antidepressant therapy. This study is in addition to the companies’ Phase III RENAISSANCE program for TC-5214 as an adjunctive treatment for MDD. The RENAISSANCE program is designed to support an NDA filing in the US planned for the second half of 2012 and a Marketing Authorization Application (MAA) filing in Europe planned for 2015. AstraZeneca and Targacept are co-developing TC-5214.
In the Phase IIb study, patients with MDD who do not respond adequately, based on predefined criteria, to initial open label treatment with one of six commonly used SSRI or SNRI antidepressants will be switched to receive either one of two fixed doses of TC-5214, the active control duloxetine or placebo. Dosing in this double blind phase of the study is twice daily for eight weeks. The primary outcome measure for the study is change from double-blind baseline at the end of the dosing period for TC-5214 on the Montgomery-Åsberg Depression Rating Scale as compared to placebo. The study is projected to enrol approximately 350 patients into the double blind phase from approximately 75 centers worldwide.
ONGLYZA US label update provides further evidence regarding use in renally impaired adults with Type 2 diabetes
On February 23, 2011 the Company and Bristol-Myers Squibb Company announced that under the provisionsFDA has approved the inclusion of data from two clinical studies in an update to the ONGLYZA (saxagliptin) US Prescribing Information for adult type 2 diabetes patients.
The renal study investigated the safety and efficacy of ONGLYZA in patients with moderate to severe renal impairment or end-stage renal disease (ESRD). The 12-week data showed that ONGLYZA 2.5 mg once daily significantly improved glycosylated hemoglobin (HbA1c) from baseline compared to placebo when added to patients’ current diabetes treatment. In patients with ESRD, ONGLYZA and placebo showed numerically comparable reductions in HbA1c. This finding is inconclusive because the trial was not adequately powered to show efficacy within specific subgroups of renal impairment. The incidence of adverse events was similar between ONGLYZA and placebo.
The data from a separate 52-week study comparing ONGLYZA to titrated glipizide in patients with inadequate glyceamic control on metformin therapy plus diet and exercise showed that ONGLYZA plus metformin provided similar HbA1c reductions from baseline. This conclusion may be limited to patients with baseline HbA1c comparable to those in the trial. ONGLYZA plus metformin also resulted in significantly less confirmed hypoglycaemia, as well as weight loss compared to weight gain versus titrated glipizide plus metformin.
ONGLYZA is indicated as an adjunct to diet and exercise to improve blood sugar (glyceamic) control in adults with type 2 diabetes mellitus in multiple clinical settings. ONGLYZA should not be used for the treatment of type 1 diabetes or for the treatment of diabetic ketoacidosis (dangerously high levels of ketones in the blood or urine).
If used with an insulin secretagogue such as a sulfonylurea, a lower dose of the agreements relatinginsulin secretagogue may be required to reduce the restructuringrisk of the joint venture in the US between the Company and Merck (the “Agreements”), the Company has notified Merck that it will exercise the First Option related to the relinquishmenthypoglycaemia. There have been no clinical studies establishing conclusive evidence of Merck’s rights over the products not covered by the Partial Retirement (which occurred in March 2008),macrovascular risk reduction with ONGLYZA or any other than Nexium and Prilosec and the right to receive contingent payments in respect of the authorized generic version of felodipine.  Products covered by the First Option include Entocort, Atacand and Plendil, and certain products still in development, including Brilinta, AZD3355, AZD6765 and AZD2327.  The Company expects to consummate this option in April 2010, which will result in the payment to Merck of the Appraised Value of US $647 million.  As previously disclosed, in accordance with the Agreements, in 2008 a third party appraisal resulted in a calculation of the Appraised Value, being the net present value of the future contingent payments in respect of all agreement products not covered by the Partial Retirement, other than Prilosec and Nexium.  Upon consummation of the First Option, contingent payments will cease on the products covered by the First Option.  The Company made contingent payments in respect of the products included in the First Option of US $47 million in 2009.  Merck’s continuing contingent payment interest in respect of the authorized generic version of felodipine is the result of Ranbaxy Pharmaceuticals, Inc. becoming the exclusive US distributor of this product.  Such contingent payments will continue for the duration of this arrangement.  
Under the Agreements a Second Option exists whereby the Company has the option to repurchase Merck’s interests in Prilosec and Nexium in the US.  Now that the Company has exercised the First Option, the Second Option is exercisable by the Company in 2012, or in 2017, or if combined annual sales of the two products fall below a minimum amount.  The Company’s consummation of the Second Option will end the contingent payments in respect of Prilosec and Nexium and will effectively end the Company’s relationship with, and obligations to, Merck (other than some residual manufacturing arrangements).  The exercise price for the Second Option is the net present value of the future annual contingent payments on Prilosec and Nexium as determined at the time ofantidiabetic drug.
 
 
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exercise.   The Company made contingent paymentsONGLYZA becomes first DPP4 inhibitor available for use in respect of Prilosec and Nexium amounting to US $726 millionEurope in 2009.    
Consummation of the First Option will give rise to additional amortization expense, associatedType 2 Diabetes patients with intangible assets related to relief from contingent payments to Merck for products covered by the First Option, in the range of US $10 million to US $45 million per annum charged to Cost of Goods Sold, with the amount of the charge dependent on the launch status of the covered pipeline compounds.  A further amortization expense of approximately US $60 million per annum will be charged to SG&A, related to the ability to exploit these products and to exploit other opportunities in the Cardiovascular and Neuroscience therapy areas that the Company was previously prevented from doing by Merck’s interest in these products.  For the purposes of calculating Core financial measures, the Company will exclude only the amortization expense related to therapy area intangibles (i.e., that charged to SG&A) from the Core financial measures calculations.  
AstraZeneca and Rigel Pharmaceuticals Sign Worldwide License Agreement for Fostamatinib Disodiummoderate or severe renal impairment
 
On February 16, 2010,March 4, 2011 the Company and Rigel Pharmaceuticals, Inc. (“Rigel”)Bristol-Myers Squibb Company announced an exclusive worldwide license agreementthat the European Commission has approved a label update for ONGLYZA® (saxagliptin) in the treatment of adults with type 2 diabetes who have moderate or severe renal impairment. The approved dosage for the global development and commercialization of fostamatinib disodium (R788), Rigel’s late-stage investigational product for rheumatoid arthritis (“RA”) and additional indications.  Fostamatinib disodium, which has completedpatient group is a comprehensive Phase II program, is the furthest developed oral Spleen Tyrosine Kinase (“Syk”) inhibitor being evaluated for RA. Inhibiting Syk is thought to block the intracellular signaling of various immune cells implicated in the destruction of bone and cartilage which is characteristic of RA.new once-daily 2.5 mg dose.
 
OnceONGLYZA will be the agreementfirst dipeptidyl peptidase-4 (DPP-4) inhibitor in Europe available for type 2 diabetes patients with moderate or severe renal impairment. ONGLYZA is effective, the Company will make an upfront paymentindicated in adult patients with type 2 diabetes mellitus to Rigel of US $100 millionimprove glycaemic control in combination with up to an additional US $345 million payable if specified development, regulatorymetformin, sulphonylurea, or thiazolidinedione, when each treatment alone, with diet and first commercial sale milestones are achieved.  Rigel will also be eligible to receive up to an additional US $800 million of specified sales-related milestone payments if the product achieves considerable levels of commercial success, as well as significant stepped double-digit royalties on net sales worldwide.  The Company is responsible for all development, regulatory filings, manufacturing and global commercialization activities in all licensed indications under the contract. Effectiveness of the agreement is contingent on expiration or termination of the waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.exercise, does not provide adequate glycaemic control.
 
The Company will design a global phase III program, anticipatedThis label update was granted on the basis of clinical data submitted to begin in the second half of 2010, with the goal of filing new drug applications with the US Food and Drug Administration (the “FDA”) and the European Medicines Agency (EMEA)from a 12-week, multi-centre, randomized, double-blind, placebo-controlled study to evaluate the treatment effect of ONGLYZA 2.5 mg once daily compared with placebo in 2013.  Fostamatinib disodium is being developed as a next generation oral RA therapy170 patients with Type 2 diabetes and renal impairment (creatinine clearance [CrCl] <50 mL/min). In this study, 98.2% of the patients were treated with other antihyperglycaemic medication. The results of the study, which are described in the Summary of Product Characteristics (SmPc), demonstrated that ONGLYZA 2.5 mg was safe and effective, compared with placebo, in adults with type 2 diabetes who have failedmoderate or severe renal impairment.
AstraZeneca to respond adequatelydiscontinue production of PULMICORT ® pMDI
On March 7, 2011 the Company announced that it will discontinue the production of PULMICORT® (budesonide) 100 and 200 µg/dose HFA pMDI (pressurized metered dose inhaler) due to complex manufacturing issues related to technical aspects of the device, which prevents the ongoing manufacture of the product. This issue is not related to the active ingredient, budesonide, or any other AstraZeneca product.
The manufacturing decision took effect immediately; however, patients can continue using the PULMICORT pMDI 100 and 200 µg strength until their current supply is finished.
PULMICORT pMDI is manufactured using product-specific processes and components, the combination of which is not used with any other AstraZeneca respiratory products; therefore, this is a traditional disease modifying anti-rheumatic drug (DMARD)unique issue to PULMICORT pMDI.
AstraZeneca is working closely with the appropriate regulatory authorities and healthcare professionals (HCPs), and is informing manufacturers of similar asthma medications, where appropriate, to ensure all patients continue to receive the appropriate alternative treatment.
Other AstraZeneca respiratory products, including PULMICORT® Turbuhaler®, PULMICORT® Respules® and PULMICORT® Flexhaler® are not affected because they use different devices or device components. Other AstraZeneca pMDI products such as methotrexate, where a TNF biologic add-on treatment would currently be considered. Under the terms of the agreement, the Company willSYMBICORT® budesonide/formoterol fumarate dihydrate) pMDI and VANNAIR© (budesonide/formoterol) are also receive exclusive rights to Rigel’s portfolio of oral Syk inhibitors, as well as for additional indications for fostamatinib disodium beyond RA.not affected.
 
FDA Approves New Indicationaccepts NDA for CRESTORDapagliflozin for treatment of Type 2 diabetes
 
On February 9, 2010,March 8, 2011 the Company and Bristol-Myers Squibb Company announced that the approvalFDA has accepted for review an NDA for dapagliflozin, an investigational compound for the treatment of adults with type 2 diabetes mellitus. An MAA for dapagliflozin has also been validated by the European Medicines Agency (EMA). The NDA and MAA submissions for dapagliflozin were filed in December 2010. The PDUFA goal date for the FDA of CRESTOR (rosuvastatin calcium) to reduce the risk of stroke, myocardial infarction (heart attack) and arterial revascularization procedures in individuals without clinically evident coronary heart disease but with an increased risk of cardiovascular disease (“CVD”) based on age (men ≥50 and women ≥60), high-sensitivity C-reactive protein (hsCRP) ≥ 2 mg/L, and the presence of at least one additional CVD risk factor, such as hypertension, low HDL-C, smoking, or a family history of premature coronary heart disease.is October 28, 2011.
 
The US and European submissions included data of up to two years in duration from a global development program involving approximately 6,000 individuals in 40 clinical studies. In accordance with FDA approval was based onguidelines, the US application also includes data fromassessing the JUPITER (Justification for the Usecardiovascular safety of statinsdapagliflozin in Primary prevention: an Intervention Trial Evaluating Rosuvastatin) study which evaluated the impact of CRESTOR 20 mg on reducing major cardiovascular (CV) events in a previously unstudied population.  In JUPITER, CRESTOR significantly reduced the relative risk of heart attack by 54%, stroke by 48%, and arterial revascularization by 46% comparedadults with placebo.
type 2 diabetes.
 
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AstraZeneca initiates phase III clinical program evaluating NKTR-118 for treatment of opioid-induced constipation
On March 15, 2011 the Company announced enrolment of the first patient in the Phase III clinical program for NKTR-118, an oral peripherally-acting opioid antagonist being investigated for the treatment of opioid-induced constipation. The Phase III clinical program is designed to investigate the safety and efficacy of NKTR-118 as a medicine to relieve opioid induced constipation, a common side effect of prescription opioids when used for chronic pain management. NKTR-118 is part of the exclusive worldwide license agreement announced on September 21, 2009 between AstraZeneca and Nektar Therapeutics.
The Phase III clinical program will consist of two 12-week, randomized, placebo-controlled efficacy studies (with approximately 630 randomized patients each) and an open-label, randomized, long-term safety study with a “usual care” comparator arm. The 12-week efficacy studies will compare response rate among placebo and two different doses of NKTR-118 with primary endpoint at 4 weeks. There is a three month safety extension following one of the two 12-week studies.
The long-term safety study will include patients from the 12-week treatment in the efficacy studies, as well as new patients not previously enrolled. All patients will be randomly assigned to open-label treatment of either NKTR-118 or physician’s choice (usual care) of laxative regimen. Safety assessments will also be collected throughout the trials.
The first regulatory filings based on the program are planned for 2013.
FDA approves orphan drug vandetanib
On April 7, 2011 the Company announced that the FDA has approved the orphan drug vandetanib for the treatment of medullary thyroid cancer that cannot be removed by surgery or that has spread to other parts of the body.  Vandetanib is a kinase inhibitor indicated for the treatment of symptomatic or progressive medullary thyroid cancer in patients with unresectable (non-operable) locally advanced or metastatic disease. 
C. Organizational Structure
 
The information (including tabular data) set forth under the headings “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business Organisation and Corporate Governance—Other matters—Subsidiaries and principal activities” on page 98117 and “Financial Statements—Principal Subsidiaries” on page 186,197, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
D. Property, Plants and Equipment
 
The information (including tabular data) set forth under the headings “Directors’ Report—Reviews—“Business Review—Delivering our strategy—Research and Development—Our resources” on pages 29 to 30, “—Delivering our strategy—Supply and Manufacturing—Our resources” on page 35, “Business Review—Financial Review—Financial position including cash flow and liquidity 2009—2010—Property, plant and equipment” and “—Financial position including cash flow and liquidity 2008—2009—Property, plant and equipment”, on pages 3985 and 43,89, respectively, “Directors’ Report—Corporate“Corporate Governance—Risk—Principal risks and uncertainties—Legal, regulatory and compliance risks—Environmental/occupational health and safety liabilities” on page 85,102, “Financial Statements—Notes to the Financial Statements—Note 7—Property, plant and equipment” on page 153, “—Note 25—Commitments and contingent liabilities—Environmental costs and liabilities” on page 168, “—Note 7—Property, plant180 and equipment” on page 139 and ‘Additional“Additional Information—Corporate Information—Articles—Property” on page 204,216, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
ITEM 4A -4A.  UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 5 -5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Performance—Business Environment—World pharmaceutical markets” on page 13, “Directors’ Report—Reviews—“Business Review—Financial Review” on pages 3678 to 49, “—Reviews—93, “Business Review—Geographical Review” on pages 5070 to 54, “—Reviews—74, “Business Review—Therapy Area Review—Sales by Therapy Area” (comprising(consisting of tabular data only)data) on page 55, “—Reviews—50,“—Therapy Area Review—Our financial performance” (comprising(consisting of tabular data only)data) on pages 53, 57, 61, 63, 66, 6959, 62, 65 and 72,68, “—Reviews—Therapy
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Area Review—Financial performance 2009/2008”2010/2009” on pages 59, 61, 64, 67, 7055, 57, 60, 63, 66 and 74, “Directors’ Report—Performance—Resources, Skills and Capabilities—69, “Business Review—Other Businesses—Our financial performance” (consisting of tabular data) on page 75, “Business Review—Delivering our strategy—Research and Development” on pages 2226 to 27, “Directors’30, “Corporate Governance—Corporate Governance Report—CorporateBusiness organization—Portfolio Investment Board (PIB)” on page 116, “Corporate Governance—Risk—Principal risks and uncertainties—Commercialization and business execution risks—Competition, price controls and price reductions” on page 83,pages 99 to 100, “Financial Statements—Notes to the Financial Statements—Note 14—Interest-bearing loans and borrowings” on page 144,158, “—Note 15—Financial risk management objectives and policies” on pages 144 to 146, “—Note 16—Financial instruments” on pages 146158 to 152,161, “—Note 19—Capital and reserves—Other reserves” on page 153166, “—Note 23—Financial risk management objectives and policies” on pages 168 to 172 and “—Note 25—Commitments and contingent liabilities” on pages 166178 to 184,195, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
On March 23, 2010, the US healthcare reform bill was signed into law by President Obama.  
Developments in Legal Proceedings
For further discussion as toinformation in respect of material legal proceedings in which the proposed US healthcare reforms,Company is currently involved, including those discussed below, please see the information set forth under the heading “—Competition, price controls“Financial Statements—Notes to the Financial Statements—Note 25—Commitments and price reductions”contingent liabilities” on page 83 referenced abovepages 178 to 195 of the Company’s “Annual Report and Form 20-F Information 2009”.
AstraZeneca Reaches Agreement with UK Tax Authorities over Transfer Pricing
Subsequent to approval of the Company’s financial statements for the year ended December 31, 2009 on  January 28, 2010, on February 23, 2010 AstraZeneca entered into an agreement with HM Revenue & Customs in the UK (“HMRC”) to settle a long-running transfer pricing dispute and certain other outstanding UK tax matters.  The material elements of the transfer pricing dispute are set forth under the headings “Directors’ Report—Reviews—Financial Review—Critical accounting policies and estimates—Taxation” on pages 48 and 49 and “Financial Statements—Notes to the Financial Statements —Note 25—Tax” on page 184, in each case of the Company’s
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“Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010, incorporated by reference.
The settlement will resultApril 28, 2011. Unless noted below or in the Group paying £505 million to resolve all claims made by HMRC in relation to the transfer pricing dispute for the 15-year period from 1996 to the end of 2010.  Of this, £450 million (US $720 million at December 31, 2009 exchange rates) is estimated for accounting purposes as being in respect of periods prior to December 31, 2009.  As a result of this settlement, the joint referral of this issue to the UK Tax Court by the Company and HMRC, as disclosed in Note 25 of the Financial Statements in Company’s “Annuals Annual Report and Form 20-F Information 2009”2010, no provisions have been established in respect of the claims discussed below.
Atacand
Patent litigation – Canada
As previously disclosed, in December 2010, AstraZeneca received a second Notice of Allegation from Teva Canada Limited (Teva) in respect of Canadian Atacand substance patent no. 2,040,955 (the ‘955 patent) and formulation patent no. 2,083,305 (the ‘305 patent) listed on the Canadian Patent Register for Atacand.  Teva has confirmed it will await the expiry of the ‘955 patent.  AstraZeneca did not commence an application in response.
In March 2011, AstraZeneca received a Notice of Allegation from Apotex Inc. (Apotex) in respect of the ‘955 and ‘305 patents listed on the Canadian Patent Register for Atacand.  Apotex has confirmed it will await the expiry of the ‘955 patent.  AstraZeneca did not commence an application in response.
Patent litigation – Brazil
As previously disclosed, in October 2010, AstraZeneca filed an infringement action with a request for an interlocutory injunction against Sandoz do Brasil Industria Farmaceutica Ltda (Sandoz) in the Central Court of São Paolo.  The Court denied the request for an interlocutory injunction.  AstraZeneca appealed the decision and in February 2011, the Court of Appeal upheld the lower court’s decision to deny the request for an interlocutory injunction.  The main infringement action continues.
Patent litigation – EU
As previously disclosed, in Portugal, a request was filed with the Lisbon Administrative Court of First Instance in December 2009 seeking a preliminary injunction to suspend the marketing authorizations for generic candesartan cilexetil granted to Sandoz Farmacêutica Limitada (Sandoz).  The Court denied the preliminary injunction.  The decision was appealed and the Court of Appeal ordered the Court of First Instance to hold a hearing.  After a hearing in February 2011 the Lisbon Administrative Court of First Instance granted the request for a preliminary injunction and ordered the suspension of the marketing authorizations granted to Sandoz until October 24, 2012, i.e. the date of expiry of the supplementary protection certificate.  This decision can be appealed.
Atacand Plus (candesartan cilexetil/hydrochlorothiazide)
Patent litigation – Canada
As previously disclosed, in April 2010, AstraZeneca received a Notice of Allegation from Pharmascience Inc. (PMS) in respect of the Atacand Plus formulation patent no. 2,083,305 (the ‘305 patent) listed on the Canadian Patent
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Register for Atacand Plus.  AstraZeneca commenced a proceeding in response in June 2010.  In February 2011, AstraZeneca discontinued its application.
As previously disclosed, in December 2010, AstraZeneca received a Notice of Allegation from PMS in respect of the Atacand Plus combination patent no. 2,125,251 (the ‘251 patent).  AstraZeneca commenced an application in response in February 2011.
In January 2011, AstraZeneca received two Notices of Allegation from Teva Canada Limited (Teva) in respect of the ‘251 and the ‘305 patents.  Teva has agreed to await the expiry of the ‘955 patent.  AstraZeneca commenced applications in response in March 2011.
Crestor (rosuvastatin calcium)
Patent litigation – US
US Patent No. RE37,314 (the ‘314 patent)
As previously disclosed, in June 2010, the US District Court for the District of Delaware found the ‘314 patent valid and enforceable and infringed by the eight generic defendants.  The defendants appealed the decision to the Court of Appeals for the Federal Circuit.  AstraZeneca and Shionogi Seiyaku Kabushiki Kaisha filed a comprehensive responsive brief in March 2011.  The defendants filed reply briefs and briefing is now complete.  A date for oral argument has not been set.
505(b)(2) New Drug Application for rosuvastatin zinc tablets (the ‘314 patent) and US Patent Nos. 6,858,618 (the ‘618 patent) and 7,030,152 (the ‘152 patent)
As previously disclosed, in October 2010, AstraZeneca and Shionogi Seiyaku Kabushiki Kaisha commenced a patent infringement action in the US District Court for the District of Delaware against Watson Laboratories, Inc. (Watson) for infringement of the ‘314 patent.  In March 2011, the Court entered an order based on a stipulation which precludes Watson from re-litigating the invalidity and unenforceability issues currently pending before the Federal Circuit in the Crestor appeal involving the ‘314 patent.  The Court has set a case-schedule for discovery and other litigation events, including a trial date in May 2012.  On April 19, 2011, in this case, AstraZeneca moved to amend the complaint to add The Brighams & Women’s Hospital as a co-plaintiff and add claims of infringement of the ‘618 and ‘152 method patents.
Abbreviated New Drug Applications for rosuvastatin calcium tablets (the ‘618 and ‘152 patents)
In 2010, AstraZeneca and The Brighams & Women’s Hospital, AstraZeneca’s licensor of the ‘152 patent (together the Plaintiffs), filed ten patent infringement actions involving Crestor in the US District Court for the District of Delaware, based on the ‘152 patent and the ‘618 patent.  As previously disclosed in December 2010, the Court dismissed nine of the infringement actions for lack of subject-matter jurisdiction.  In January 2011, the Plaintiffs appealed the dismissals to the Federal Circuit.  The Plaintiffs also asked the District Court to stay the remaining action against Sandoz Inc. pending the outcome of the appeals.  In March 2011, the Plaintiffs filed an opening brief in the Federal Circuit.
Palmetto Pharmaceuticals, LLC v. AstraZeneca Pharmaceuticals LP (Infringement Suit)
AstraZeneca Pharmaceuticals LP v. Palmetto Pharmaceuticals, LLC (Declaratory Judgment suit)
On April 5, 2011, Palmetto Pharmaceuticals, LLC (Palmetto) filed a patent infringement suit in the US District Court for the District of South Carolina asserting that AstraZeneca’s sales of Crestor induce infringement of Palmetto’s US patent no. 6,465,516 (the 516 patent), for which an Ex Parte Reexamination Certificate was issued on 5 April 2011.
On April 7, 2011, AstraZeneca filed a declaratory judgment action in the US District Court for the District of Delaware against Palmetto seeking a judgment of non-infringement and invalidity of Palmetto’s 516 patent.
On April 26, 2011, Astrazeneca filed a motion seeking dismissal or, alternatively, summary judgement of non-infringement in Palmettos patent infringement suit in the District of South Carolina.
Patent litigation – Canada
As previously disclosed, in February 2010, AstraZeneca received a Notice of Allegation from Pharmascience Inc.  (PMS) in respect of Crestor substance patent no.  2,072,945 (the ‘945 patent) and formulation patent no.  2,313,783
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(the ‘783 patent). AstraZeneca commenced an application in response in April 2010.  A 4-day hearing will commence January 9, 2012.
As previously disclosed, in August 2010, AstraZeneca received a Notice of Allegation from Mylan Pharmaceuticals ULC (Mylan) in respect of the ‘945 and ‘783 patents and formulation patent 2,315,141 listed on the Canadian Patent Register for Crestor.  In April 2011, AstraZeneca reached a comprehensive settlement resolving the litigation and as part of the agreement, Mylan may enter the Canadian market in April 2012, or earlier in certain circumstances.
Patent litigation – EU
In Portugal, in February and March 2011, the Appeal Court confirmed the preliminary injunctions to suspend the marketing authorizations granted to Teva Pharma Lda and Sandoz Farmaceutica Lda and dismissed the appeal.  The suspension of the marketing authorizations will be withdrawn.maintained until a decision is rendered within the main administrative action.
 
Patent litigation – Brazil
AstraZeneca filed an administrative action against the administrative body ANVISA for a preliminary injunction for immediate suspension of the decision to grant market approval of Germed Farmacêutica Ltda’s (Germed) generic rosuvastatin and to revoke the marketing approval.  The preliminary injunction was partially granted on March 4, 2011.  On March 15, 2011 the preliminary injunction was dismissed by the court of first instance.  AstraZeneca has appealed the decision.  On March 18, 2011, AstraZeneca filed a patent infringement action against Germed with a request for a preliminary injunction.  On March 31, 2011 the court denied AstraZeneca’s request.  AstraZeneca appealed the decision and on April 14, 2011 the Reporting Judge of the Appeal Court rejected the request.  AstraZeneca is awaiting the decision by the panel of the Appeal Court.
Iressa
Both the Osaka and Tokyo courts have issued decisions regarding the Iressa product liability litigation (the details of which have been previously disclosed).  On February 25, 2011, the Osaka District Court issued its decision, dismissing one claim, and ordering AstraZeneca to pay approximately $670,000 for the remaining three claims, plus interest.   AstraZeneca is appealing the Osaka decision.   On March 23, 2011, the Tokyo District Court issued its decision dismissing one Iressa claim and ordering AstraZeneca and the Japanese Ministry of Health, Labour and Welfare to pay approximately $192,000 on the remaining two claims, plus interest.   AstraZeneca is appealing the Tokyo decision.
Nexium (esomeprazole magnesium)
Patent litigation – US
Abbreviated New Drug Applications (ANDAs)
As previously disclosed, in January 2011, AstraZeneca entered into an agreement to settle the litigation with Dr Reddy’s Laboratories Ltd and Dr Reddy’s Laboratories Inc (together DRL), a prior ANDA filer.  As a result of the DRL settlement and entry of a consent judgment, all of the DRL ANDA litigation was dismissed.
As to the remaining ANDA filers, as previously disclosed, in 2008, AstraZeneca received a Paragraph IV Certification notice-letter from Sandoz Inc. (Sandoz) stating that Sandoz had submitted an ANDA for approval to market esomeprazole magnesium delayed-release capsules.  In 2009, AstraZeneca commenced patent infringement litigation in the US District Court for the District of New Jersey.  In 2009, the Court stayed the Sandoz patent infringement litigation.  In view of the settlement with DRL in January 2011, the Court referred the matter back to Magistrate Judge Bongiovanni for scheduling and further proceedings. On April 26, 2011, the magistrate judge entered an order staying for one month the case-schedule that she entered for this case on April 14, 2011.
In addition, as previously disclosed, in 2009, AstraZeneca received a Paragraph IV Certification notice-letter from Lupin Limited (Lupin) stating that Lupin had submitted an ANDA for approval to market esomeprazole magnesium delayed-release capsules.  In October 2009, AstraZeneca commenced patent infringement litigation against Lupin in the US District Court for the District of New Jersey.  In March 2010, the Court stayed the Lupin
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patent infringement litigation.  In view of the settlement with DRL in January 2011, the Court has also referred the Lupin matter back to Magistrate Judge Bongiovanni for scheduling and further proceedings.
505(b)(2) New Drug Application for esomeprazole strontium capsules
As previously disclosed, in December 2010, AstraZeneca received a Paragraph IV Certification notice-letter from Hanmi USA Inc. (Hanmi) stating that it had submitted a New Drug Application under section 505(b)(2) for FDA approval to market 20 and 40mg esomeprazole strontium capsules.  Hanmi alleges non-infringement or invalidity of 11 patents listed in the FDA’s Orange Book with reference to Nexium.  AstraZeneca commenced a patent infringement action against Hanmi in the United States District Court for the District of New Jersey in February 2011.
Patent litigation – Canada
As previously disclosed, AstraZeneca commenced a patent infringement action against Apotex Inc. (Apotex) in October 2010.  Trial is set to begin in September 2013.  In response to indications in the Canadian market that Apotex launched its generic esomeprazole magnesium product on March 7, 2011, AstraZeneca brought a motion for interim and interlocutory injunctions on March 11, 2011 to prevent such sales pending determination of the patent infringement action between the parties.  On April 19, 2011 the Canadian Federal Court conducted a hearing on the motion.  The Court reserved judgment.
In March 2011, Apotex served AstraZeneca with a claim for damages pursuant to Section 8 of the Patented Medicines (Notice of Compliance) Regulations. Astrazeneca is considering its response.
Patent Litigation – EU: 10-year countries
In the UK, Consilient Health Limited (Consilient) was granted approval for a generic esomeprazole product manufactured by Krka, d.d., Novo Mesto (Krka) in Slovenia.  AstraZeneca initiated infringement proceedings against both companies in September 2010.  Consilient and Krka have agreed not to launch their product pending the outcome of the main infringement case and AstraZeneca has undertaken to be liable for losses of the defendants and third parties if the injunction is lifted at a later date.  The trial will start on January 23, 2012.
In the UK, in October 2010 AstraZeneca was served an invalidity case in which Ranbaxy (UK) Ltd (Ranbaxy UK) claimed that the Nexium esomeprazole magnesium patent (EP 1020461) and the esomeprazole magnesium trihydrate patent (EP 0984957) are invalid in the UK.  Ranbaxy UK further requested the court to confirm that its generic esomeprazole product does not infringe either patent if launched in the UK.  In March 2011 AstraZeneca filed suit against Ranbaxy UK claiming that its generic esomeprazole product infringes the Nexium esomeprazole magnesium patent (EP 1020461).  The trial of the non-infringement part will commence on June 7, 2011.  The invalidity part has been stayed pending the non-infringement trial.
In Germany, in December 2010 the court rejected AstraZeneca’s request for preliminary injunctions to prevent Krka, d.d., Novo Mesto, TAD Pharma GmbH, Abz-Pharma GmbH, CT Artzneimittel GmbH, ratiopharm GmbH, Teva GmbH, Hexal AG and Sandoz Pharmaceuticals GmbH from marketing and selling generic esomeprazole products in Germany.  The decision was published in March 2011.  AstraZeneca has decided not to appeal.
In Italy, in the Court of Turin, EG s.p.a. (a company in the Stada group) (EG) filed a law suit in June 2010 claiming the Nexium esomeprazole magnesium patent (EP 1020461) as invalid in Italy.  These proceedings are in early stages.  AstraZeneca has added a counterclaim of infringement against EG and in February 2011, AstraZeneca filed a request for and received a preliminary injunction against EG. The injunction was revoked in April 2011.
In February and March 2011, in the District Court of Trieste, AstraZeneca was granted preliminary injunctions against Teva Italia s.r.l., ratiopharm GmbH, ratiopharm Italia s.r.l., Doc Generici s.r.l., Sandoz Pharmaceuticals GmbH, Sandoz s.p.a. and Mylan s.p.a.  The generic companies appealed and in March 2011 the injunctions were revoked.  In February and March 2011 in Milan, generic companies including Mylan s.p.a., Sandoz s.p.a., Crinos s.p.a., Ranbaxy Italia s.p.a., Zentiva ks and Zentiva Italia s.r.l. initiated preliminary proceedings for declaratory judgments of non-infringement regarding esomeprazole magnesium patent (EP 1020461). Initial hearings are scheduled for May 2011.  In February in Trieste, Mylan s.p.a. filed law suits claiming the Nexium esomeprazole magnesium patent (EP 1020461) and Nexium formulation patent (EP 0984773) as invalid in Italy.  Separate hearings are set for July 13, 2011 and July 15, 2011 respectively.
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In France, ratiopharm GmbH and Laboratoire ratiopharm S.A. (together ratiopharm) filed a law suit against AstraZeneca in August 2010 claiming the Nexium esomeprazole magnesium patent (EP 1020461) as invalid in France.  ratiopharm has since withdrawn this law suit.  Ethypharm S.A. filed a law suit against AstraZeneca in August 2010 claiming the Nexium esomeprazole magnesium patent (EP 1020461) and a cloud-point formulation patent (EP 1124539) as invalid in France.  The next hearing in these cases will be in June 2011.  In February 2011, Mylan S.A.S. filed a law suit against AstraZeneca claiming the Nexium esomeprazole magnesium patent (EP 1020461) as invalid in France.  In April 2011, AstraZeneca filed a patent infringement suit against Ethypharm S.A. for infringement of the Nexium esomeprazole magnesium patent (EP1020461) and the Nexium process patent (EP 0773940) and requested a preliminary injunction against Ethypharm S.A.  A preliminary injunction hearing is scheduled for May 2011.
Patent Litigation – EU: 6-year countries
In Denmark, in 2010, the court granted AstraZeneca preliminary injunctions preventing Sandoz from continuing to sell the product based on infringement of the Nexium esomeprazole magnesium patent (EP 1020461) and the Nexium process patent (EP 0773940).  The injunctions were upheld by the Appeal Court in February 2011.
In Austria, in February 2011, the court denied AstraZeneca’s request for preliminary injunction to prevent ratiopharm Arzneimittel Vertriebs-GmbH from marketing and selling generic esomeprazole magnesium product in Austria.  AstraZeneca has appealed this decision.
In Finland in March 2011, AstraZeneca initiated a declaratory action requesting the District Court of Helsinki to confirm that Krka Sverige AB and ratiopharm GmbH would infringe a patent relating to esomeprazole if they were to commercialise generic esomeprazole magnesium products in Finland.   AstraZeneca initiated a similar declaratory action against Ranbaxy (UK) Limited in December 2009 and the trial has been scheduled for May 25 and 26 2011.
In Spain, AstraZeneca’s request for a preliminary injunction against Sandoz Farmacéutica S.A., Bexal Farmacéutica S.A., and Acost Comercial Genericpharma, S.L. (all in the Sandoz group) was initially granted by the court but revoked in July 2010 after a hearing.  AstraZeneca has appealed this ruling and awaits the appellate decision.  Separately, in AstraZeneca’s main patent infringement action against Sandoz Farmacéutica S.A., Bexal Farmacéutica S.A., and Acost Comercial Genericpharma, S.L., trial is scheduled for September 2011.
In Ireland, in August 2010, AstraZeneca initiated a main action against Krka, d.d., Novo Mesto and Pinewood Laboratories Ltd claiming that the sale and marketing of their generic esomeprazole magnesium products infringes the Nexium esomeprazole magnesium patent (EP 1020461).  The defendants have filed a counter action claiming that EP 1020461 is invalid in Ireland.
In Lithuania and Estonia in March 2011, the Appeal Courts upheld the interlocutory injunctions against Krka, d.d., Novo Mesto to restrain this company from commercializing generic magnesium esomeprazole product in Lithuania and Estonia.
Patent litigation – Norway
In Norway, in July 2008 Hexal AG, Sandoz AS and Sandoz A/S initiated an invalidity case regarding two esomeprazole-related patents.  In December 2009, the Court of Oslo invalidated a formulation patent but upheld a substance patent related to esomeprazole.  In March 2011 the Appeal Court confirmed the decision from the Court of Oslo.
Patent Proceedings
As previously disclosed, the European Patent Office (EPO) published the grant of two patents that relate to Nexium (EP 1020461) and Nexium i.v. (EP1020460) in July 2009.  The period for filing Notices of Opposition to the grant of these new patents expired in April 2010.  Thirteen Notices of Opposition have been filed in relation to EP 1020461 and six Notices of Opposition in relation to EP 1020460.  The EPO has now issued summonses to attend oral hearing proceedings relating to both sets of oppositions.  Oral proceedings relating to EP 1020461 will be held on June 7, 8 and 9, 2011.  Oral proceedings relating to EP 1020460 will be held on June 30 and July 1, 2011.
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Pulmicort Respules (budesonide inhalation suspension)
In January 2011, the Court of Appeals for the Federal Circuit denied Apotex Group’s petition for an en banc rehearing of their appeal of the preliminary injunction entered by the US District Court for the District of New Jersey.
In March 2011, the Court ordered the patent case against Sandoz, Inc. to be consolidated with the already consolidated actions against Breath Ltd. (now Watson Pharmaceuticals, Inc.) and the Apotex Group.  A new scheduling order for the consolidated cases was subsequently entered by the Court.  No trial date has been set.
Seroquel (quetiapine fumarate)
Sales and marketing practices
In March 2011, AstraZeneca completed a previously announced settlement in principle to resolve Seroquel-related consumer protection and deceptive trade practice claims under state law with 37 states and Washington, DC as part of the National Association of Attorneys General for $68.5 million in the aggregate (as to which AstraZeneca previously had established a provision).
As previously disclosed, the states of Alaska, Arkansas, Mississippi, Montana, New Mexico, South Carolina and Utah have sued AstraZeneca under various state laws generally alleging that AstraZeneca made false and/or misleading statements in connection with the marketing and promotion of Seroquel.  In February 2011, the state of Utah filed an amended complaint after a federal judge had dismissed its complaint in December 2010.
In March 2011, the US Court of Appeals for the Eleventh Circuit affirmed the November 2008 dismissal by the Seroquel Multi-District Litigation (MDL) court of a putative nationwide class action lawsuit brought on behalf of all individual and non-governmental third-party payers of Seroquel, which had alleged that AstraZeneca promoted Seroquel for off-label uses and misled class members into believing that Seroquel was superior to lower-cost alternative medicines.
Product liability
As of March 31, 2011, approximately 26,085 claims have been settled in principle.
As of March 31, 2011, AstraZeneca was aware of approximately 2,600 Seroquel US product liability claims that have not been settled in principle.  The majority of these remaining claims are pending in the New Jersey, New York and California state courts, although some claims are pending in a handful of other state courts and in the federal MDL.
As of March 31, 2011, legal defense costs of approximately $743 million have been incurred in connection with Seroquel-related product liability claims.  As previously disclosed, AstraZeneca settled its claims against several of its insurers for a substantial part of those legal defense costs.
As previously disclosed, disputes continue with other insurers about the availability of coverage under certain insurance policies for legal defense costs and potential damages amounts.  As of March 31, 2011, out of the legal defense costs of $743 million mentioned above, AstraZeneca believes that approximately $128 million is covered by these other insurance policies.
Patent litigation – Brazil
As previously disclosed, in January 2006 AstraZeneca filed a lawsuit before the Federal Courts of Rio de Janeiro seeking judicial declaration extending the term of one of its patents from 2006 to 2012.  In March 2011, the Federal Courts of Rio de Janeiro denied AstraZeneca’s request for an extension.  AstraZeneca has decided not to appeal.
Seroquel XR
Patent litigation – US
As previously disclosed, in December 2010, Torrent Pharmaceuticals Ltd. (Torrent) filed a Motion for Clarification and Reconsideration of the decision by the US District Court for the District of New Jersey interpreting claims of the Seroquel XR formulation patent (US patent no. 5,948,437).  In February 2011, the Court denied Torrent’s motion.
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As previously disclosed, in July 2010, AstraZeneca received a Paragraph IV Certification notice-letter from Osmotica Pharmaceutical Corporation (Osmotica) indicating that it was seeking approval to market generic versions of 200, 300 and 400mg Seroquel XR tablets before the expiration of US Patent No. 5,948,437 (the ‘437 patent).   In August 2010, AstraZeneca filed a law suit in the US District Court for the District of New Jersey against Osmotica.  In April 2011, AstraZeneca received another Paragraph IV Certification notice-letter from Osmotica indicating that it was seeking approval to market generic versions of 50 and 150mg Seroquel XR tablets before the expiration of the ‘437 patent.
As previously disclosed, in October 2010 AstraZeneca received a Paragraph IV Certification notice-letter from Mylan Pharmaceuticals Inc. (Mylan) indicating that it was seeking approval to market generic versions of 200mg Seroquel XR tablets before the expiration of the ‘437 patent.  In October 2010, AstraZeneca filed a lawsuit in the US District Court for the District of New Jersey against Mylan.  In April 2011, AstraZeneca received another Paragraph IV Certification notice-letter from Mylan indicating that it was seeking approval to market generic versions of 50, 150, 300 and 400 mg Seroquel XR tablets before expiration of the ‘437 patent.
Patent litigation – EU
In the UK, Teva UK Limited and Teva Pharmaceuticals Limited (together, Teva) issued revocation proceedings against AstraZeneca in December 2010.  Teva claims that the formulation patent for Seroquel XR (EP 0907364) is invalid in the UK.  Similar revocation actions were filed by Accord Healthcare Limited, Intas Pharmaceuticals Limited, Hexal AG and Sandoz Ltd in March and April 2011.
In Hungary, AstraZeneca was notified that Teva Pharmaceuticals Limited and Teva Gyógyszergyár Zrt (together Teva) had filed a request for nullity of the Hungarian formulation patent for Seroquel XR with the Hungarian Patent Office in January 2011.  Teva claims that Hungarian patent no.  225 152 should be declared null and void.  AstraZeneca is preparing its response.
In Germany, Teva Deutschland GmbH (Teva) issued revocation proceedings against AstraZeneca in February 2011.  Teva claims that the formulation patent for Seroquel XR (EP 0907364) is invalid in Germany.  AstraZeneca filed its response in March 2011.
Synagis (palivizumab)
As previously disclosed, this matter concerned MedImmune’s action seeking a declaratory judgment that the Queen patents owned by PDL BioPharma, Inc. (PDL) are invalid and/or not infringed by either Synagis and/or motavizumab, and that no further royalties are owed under a patent license that MedImmune and PDL signed in 1997.  The matter was settled in February 2011 with PDL agreeing to pay MedImmune $92.5 million ($65 million in February 2011 and $27.5 million in February 2012).  In addition, PDL agreed to the release of approximately $9 million in escrow to MedImmune.   MedImmune will pay no further royalties to PDL relative to Synagis.
Vimovo (fixed-dose combination of naproxen and esomeprazole)
In April 2010, the FDA approved Vimovo for marketing in the US.  Vimovo was co-developed by POZEN Inc. (Pozen) and AstraZeneca via a collaboration agreement originating in August 2006.  AstraZeneca commenced marketing of Vimovo in the US in the third quarter of 2010.  Seven patents are listed in the FDA’s Orange Book referencing Vimovo.
In March 2011, the FDA’s web-site reported a filing of a first Abbreviated New Drug Application (ANDA) containing Paragraph IV Certifications and seeking approval to market generic copies of the 375/20 mg and 500/20 mg doses of Vimovo.
On March 14, 2011, AstraZeneca received a Paragraph IV Certification Notice-letter in respect of Vimovo from Dr. Reddy’s Laboratories, Inc. and Dr. Reddy’s Laboratories, Ltd. (together, DRL).  DRL certified under Paragraph IV in its ANDA that US Patent No. 6,926,907 (the ‘907 patent) is invalid, unenforceable, and/or not infringed.  AstraZeneca licenses the ‘907 patent from Pozen and, with a February 2023 expiry, the patent is the last expiring of the seven Orange Book listed patents. On April 21, 2011, AstraZeneca and Pozen sued DRL in the US District Court for the District of New Jersey.
Zomig (zolmitriptan)
Patent litigation – Canada
In April 2011, AstraZeneca received a Notice of Allegation from Apotex Inc. (Apotex) in respect of Canadian Zomig product-by-process patent no. 2,572,508 listed on the Canadian Patent Register for Zomig.  Apotex did not address the listed 2,064,815 substance patent (the ‘815 patent), which expires in June 2011.  Therefore, Apotex cannot receive a marketing approval before expiration of the ‘815 patent.  AstraZeneca is evaluating the allegations.
Other Commercial Litigation
Dr. George Pieczenik v. AstraZeneca Pharmaceuticals LP, AstraZeneca LP, et al
On March 23, 2011, the District Court granted the defendants’ joint motion to dismiss the plaintiff's claims with prejudice.  On March 24, 2011 the plaintiff filed a pro forma Notice of Appeal from the order granting dismissal of the patent infringement and Racketeering Institution and Corrupt Organisation Act claims and denying the motion for recusal.
12

Resonant Biotechnologies, LLC v. AstraZeneca LP, et al.
In April 2011, AstraZeneca LP, a number of AstraZeneca entities (collectively AstraZeneca) and multiple other entities were named in a patent infringement lawsuit filed in the United States District Court for the District of Delaware.  Plaintiff purports to be the exclusive licensee of US patent no. 6,218,194 (the ‘194 Patent) which is titled “Analytical Methods And Apparatus Employing An Optical Sensor Device With Refractive Index Modulation.”  Specific to AstraZeneca, Plaintiff alleges that AstraZeneca infringes the ‘194 patent “by using the Corning Epic® system”, described in the complaint as a “high-throughput label-free screening device.”  Plaintiff seeks monetary relief.  AstraZeneca is considering its response.
Network Signatures, Inc. v. AstraZeneca Pharmaceuticals LP
In April 2011, AstraZeneca Pharmaceuticals LP was named in a patent infringement law suit filed in the United States District Court for the Central District of California.  The plaintiff purports to have title to United States Patent No. 5,511,122 (the ‘122 patent) entitled “Intermediate Network Authentication.”  The plaintiff alleges that AstraZeneca’s use of “digital certificates and digital signatures implemented through the use of public key infrastructure to facilitate communication with its employees and customers” infringes the ‘122 patent.  The plaintiff seeks monetary and injunctive relief.  AstraZeneca is considering its response.
Other Pricing Litigation
Average Wholesale Price Litigation
In February 2011, the US District Court for the District of Massachusetts granted final approval of two previously announced settlements that resolve class action law suits brought by Massachusetts-only and multi-state classes of payers of Zoladex for $13 million and $90 million, respectively (which amounts have been paid by AstraZeneca).
340B Class Action Litigation
In March 2011, the US Supreme Court reversed a decision of the US Court of Appeals for the Ninth Circuit and held that covered entities under the 340B program do not have enforceable rights to sue as third party beneficiaries of the Pharmaceutical Pricing Agreement, thereby dismissing this case and entitling AstraZeneca, and the other defendants, to judgment as a matter of law.
Other Anti-trust Litigation and Investigations
Drug importation anti-trust litigation
As previously disclosed, in August 2004, Californian retail pharmacy plaintiffs filed an action in the Superior Court of California alleging a conspiracy by AstraZeneca and approximately 15 other pharmaceutical manufacturer defendants to set the price of drugs sold in California at or above the Canadian sales price for those same drugs and otherwise restrict the importation of pharmaceuticals into the US.
In March 2011, the Superior Court of California granted the defendants’ motion for summary judgment on grounds that the plaintiffs failed to prove their allegations of a conspiracy and that the defendants were entitled to judgment as a matter of law.  In April 2011, the plaintiffs appealed the decision to the Court of Appeal of the State of California.
Other Actual and Threatened Government Investigations and Related Litigation
Foreign Corrupt Practices Act
As previously disclosed, AstraZeneca has received inquiries from the US Department of Justice and the Securities and Exchange Commission in connection with an investigation into Foreign Corrupt Practices Act issues in the pharmaceutical industry across several countries.  AstraZeneca is co-operating with these inquiries and is investigating, among other things, sales practices, internal controls, certain distributors, and interactions with healthcare providers, institutions, and other government officials.  AstraZeneca is investigating inappropriate conduct in certain countries, including China.  AstraZeneca's investigations are ongoing and additional governmental authorities could become involved.  It is not currently possible to predict the scope, duration or outcome of these matters, which could involve the payment of fines or other penalties.
13

Tax
Transfer pricing and other international tax contingencies
On March 28, 2011 AstraZeneca announced that HM Revenue & Customs in the UK and the US Internal Revenue Service had agreed the terms of an Advance Pricing Agreement regarding transfer pricing arrangements for AstraZeneca’s US business covering the 13 year period from 2002 to the end of 2014.  The Company also announced that an agreement had been reached on a related valuation matter arising on integration of the legacy Astra and legacy Zeneca US businesses in 2000 following the global AstraZeneca merger in 1999. The provision for theUS transfer pricing disputeand related valuation matters is included ina substantial proportion of the total net accrual for transfer pricing provisionand other international tax contingencies of US $2,327$2,310 million disclosed under “Directors’ Report—Reviews—Financial Review—Critical accounting policies and estimates—Taxation” and in Note 25 ofthe heading “Financial Statements—Notes to the Financial Statements, in each caseStatements—Note 25—Commitments and contingent liabilities” on page 195 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated April 28, 2011, incorporated by reference.
Based on the pages referenced above.  The effectabove mentioned agreements, AstraZeneca now expects to pay a net amount of this settlement and developments in other$1.1 billion to resolve all US transfer pricing and related valuation matters is a reduction infor the accrual for tax contingenciesperiod from 2000 to the end of US $1942010 and $540 million which hasof provisions have been creditedreleased to incomeearnings in the first quarter of 20102011. The net amount payable of $1.1 billion reflects expected US tax payments and a total net transfer pricing provisionupdated estimates of US $2,165 million (including the US $720 million resulting from the settlement).  The potential for reasonably possible additional losses has also reduced from US $575 million to US $450 million.corresponding tax refunds in other jurisdictions.
 
ITEM 6 -6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A. Directors and Senior Management
 
The information set forth under the headings “Directors’ Report—Corporate“Corporate Governance—Business OrganisationBoard of Directors and Corporate Governance—Senior Executive Team—Board of Directors at 31 December” and “—Board of Directors and Senior Executive Team—Senior Executive Team at 31 December” on pages 88106 and 89,107, and pages 90 and 91,page 108, respectively, “Directors’ Report—Corporate“Corporate Governance—Directors’ Remuneration Report—Remuneration and terms of employment for Executive Directors and other SET members—Variable performance-related remuneration—Policy on external appointments and retention of fees” on page 110128 and “—Directors’ Remuneration Report—Directors’ emoluments in 2009—2010—Directors’ remuneration-US dollars” (last sentence only) on page 113,130, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
B. Compensation
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Corporate“Corporate Governance—Directors’ Remuneration Report” on pages 101119 to 119,134, “Financial Statements—Notes to the Financial Statements—Note 23—18—Post-retirement benefits” on pages 156162 to 161,166, “—Note 24—Employee costs and share option plans for employees” on pages 161173 to 165177 and “—Note 27—Statutory and other information—Key management personnel compensation”, on page 185,196, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
C. Board Practices
 
The information (including tabular data) set forth under the headings “Directors’ Report—Corporate“Corporate Governance—Business OrganisationBoard of Directors and Corporate Governance—Senior Executive Team—Board of Directors at 31 December” on pages 88 and 89, “—Senior Executive Team at 31 December” on pages 90106 and 91, “—Operation of the Board”107, and page 108, respectively, “Corporate Governance—Corporate Governance Report—Leadership” on pages 92 and 93, —Board109 to 110, “—Board effectiveness” on pages 110 to 111, “—Board Committee membership” (including(consisting of tabular data) on page 112, “—Audit Committee” on pages 113 to 114, “—Remuneration Committee”, “—Nomination and Governance Committee” and “—Directors”Science Committee”, each on page 93,115, “—Operation of Board Committees”Business organization—Compliance and Group Internal Audit (GIA)” on pages 94 to 96, “—Principal corporate governance requirements—UK corporate governance requirements” on pages 96 to 97116 and “—US corporate governance requirements” on page 97, “Directors’ Report—Corporate117, “Corporate Governance—Directors’ Remuneration Report—Variable performance-related remuneration—Service contracts” and “—Non-Executive Directors”, each on page 110,128, and “—Directors’ Remuneration Report—Audit—Details of Executive Directors’ service contracts at 31 December 2009”2010” and “—Non-Executive Directors’ terms and conditions” (consisting of tabular data), each on page 111,129, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
 
614

 
Neither John Buchanan nor Bo Angelin, both of whom areJane Henney, who is a current Non-Executive DirectorsDirector of the Company, will not present themselvesherself for re-election at the Company’s 2011 Annual General Meeting, in 2010which is being held on the date of this Form 20-F, and both will leave the Company’s Board of Directors at the close of the Annual General Meeting.
 
D. Employees
 
The information set forth under the headings “Directors’ Report—Performance—Resources, Skills and Capabilities—“Business Review—Delivering our strategy—People” (comprising the graphical data, the first paragraph, and the informationfinal two paragraphs set forth under “Engagement and dialogue” and “Managing the impact of business change”“Simplifying our organizational design” only) on pages 3336 and 3438 respectively, “Business Review—Delivering our strategy—Research and Development—Our resources” (first and second paragraph only) on pages 29 to 30, “Business Review—Delivering our strategy—Supply and Manufacturing—Our resources” (second paragraph only) on page 35, and “Financial Statements—Notes to the Financial Statements—Note 24—Employee costs and share option plans for employees”employees—Employee costs” (including the tabular data) on pages 161 to 165,page 173, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
E. Share Ownership
 
The information (including graphs and tabular data) set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 24—Employee costs and share option plans for employees” on pages 161173 to 165, “Directors’177, “Corporate Governance—Corporate Governance Report—CorporateOther matters—Directors’ shareholdings” on page 117, “Corporate Governance—Directors’ Remuneration Report—Directors’ interests in shares” on pages 115132 to 119,134, and “Additional Information—Shareholder Information—Major shareholdings” on pages 200 and 201 and “—Options to purchase securities from registrant or subsidiaries” on page 201,213, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
ITEM 7 -7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A. Major Shareholders
 
The information set forth under the heading “Additional Information—Shareholder Information—Major shareholdings” (including tabular data) on pages 200 and 201212 to 213 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
B. Related Party Transactions
 
The information set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 27—Statutory and Other Information—Related party transactions” on page 185196 and “Additional Information—Shareholder Information—Related party transactions” on page 201,213, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
C. Interests of Experts and Counsel
 
Not applicable.
 
ITEM 8 -8.  FINANCIAL INFORMATION
 
A. Consolidated Statements and Other Financial Information
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Reviews—Financial Review—Capitalisation and shareholder return—Dividend and share re-purchases” on page 42, “Directors’ Report—Corporate Governance—Business Organisation and Corporate Governance—Other matters—Distributions to shareholders and dividends for 2009” on page 98, “Financial Statements” on pages 124138 to 185196 (including the information set forth under the subheading “Notes to the Financial Statements”), “Financial Statements—Principal Subsidiaries” on page 186, “Group197, “Financial Statements—Group Financial Record” on page 193, and204, “Additional Information—Shareholder Information” on pages 199211 to 203,215, “Business Review—Financial Review—Capitalization and shareholder return—Dividend and share repurchases” on page 87 and “Corporate Governance—Corporate Governance Report—Other matters—Distributions to shareholders and dividends for 2010” on page 117, in each case of the Company’s “Annual Report and
7

Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
15

Please see the information above under the heading Item 5 – “Operating and Financial Review and Prospects—AstraZeneca Reaches Agreement with UK Tax Authorities over Transfer Pricing”,Developments in Legal Proceedings” for information as to the settlement between the Company and HM Revenue & Customsrecent developments in the UK, entered into subsequent to the approval of the Company’s financial statements for the year ended December 31, 2009, in respect of the transfer pricing disputecertain legal proceedings disclosed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities—Tax”liabilities” on page 184pages 178 to 195 of the Company’s “Annual Report and Form 20-F Information 2009”.
On March 18, 2010, a New Jersey state court jury returned a verdict in favor of the Company in the first Seroquel product liability case2010” included as exhibit 15.1 to go to trial.  For further information as to these product liability cases, please see the information under the heading “Financial Statements—Note 25—Commitments and contingent liabilities—Legal proceedings—Seroquel (quetiapine fumarate)—Product liability” on pages 177 and 178 of the Company’s “Annual Report andthis Form 20-F Information 2009”.
dated April 28, 2011.
 
B. Significant Changes
 
Please see the information above under the heading Item 5 – “Operating and Financial Review and Prospects—AstraZeneca Reaches Agreement with UK Tax Authorities over Transfer Pricing”,Developments in Legal Proceedings” for information as to the settlement between the Company and HM Revenue & Customsrecent developments in the UK, entered into subsequent to the approval of the Company’s financial statements for the year ended December 31, 2009, in respect of the transfer pricing disputecertain legal proceedings disclosed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities—Tax”liabilities” on page 184pages 178 to 195 of the Company’s “Annual Report and Form 20-F Information 2009”.2010” included as exhibit 15.1 to this Form 20-F dated April 28, 2011.
 
Other than as disclosed herein, since the date of the annual consolidated financial statements included in this Form 20-F dated March 25, 2010,April 28, 2011, no significant change has occurred.
 
ITEM 9 -9.  THE OFFER AND LISTING
 
A. Offer and Listing Details
 
The information (including graphs and tabular data) set forth under the heading “Additional Information—Shareholder Information”Information—AstraZeneca PLC share listings and prices” on page 199pages 211 to 212 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
In addition, the table below sets forth, for the periods indicated, the reported high and low share prices of AstraZeneca PLC, on the following bases:
 
 ·for shares listed on the London Stock Exchange (LSE) the reported high and low middle market closing quotations are derived from Thethe Daily Official List;
 
 ·for shares listed on the Stockholm Stock Exchange (SSE) the high and low closing sales prices are as stated in the Official List; and
 
 ·for American Depositary Shares (ADS) listed on the New York Stock Exchange the reported high and low sales prices are as reported by Dow Jones (ADR quotations).
 
 AstraZeneca
 
Ordinary LSE
 
ADS
 
Ordinary SSE(1)
��High Low High Low High Low
 
(GB pence)
 
(GB pence)
 
(US$)
 
(US$)
 
(SEK)
 
(SEK)
            
2010 – February2,936 2,732 46.87 43.05 340.0 310.1
2010 – January3,103 2,875 50.40 46.08 363.8 331.0
2009 – December2,930 2,753 47.00 45.35 339.5 315.0
2009 – November2,778 2,691 46.38 44.34 319.0 310.1
2009 – October2,830 2,742 46.19 43.64 323.1 308.0
2009 – September2,856 2,691 46.02 43.91 333.0 305.0
20092,947 2,147 47.54 30.24 356.0 261.5
816

 
 
 AstraZeneca
 
Ordinary LSE
 
ADS
 
Ordinary SSE(1)
 High Low High Low High Low
 
(GB pence)
 
(GB pence)
 
(US$)
 
(US$)
 
(SEK)
 
(SEK)
            
2009 – Quarter 42,930 2,691 47.00 43.64 339.5 308.0
2009 – Quarter 32,878 2,644 47.54 43.01 356.0 305.0
2009 – Quarter 22,728 2,276 45.01 33.40 351.0 279.5
2009 – Quarter 12,947 2,147 41.60 30.24 331.0 261.5
20082,888 1,748 49.85 34.10 340.5 211.5
2008 – Quarter 42,888 2,075 44.76 34.10 340.5 253.5
2008 – Quarter 32,766 2,130 49.85 43.42 321.5 255.5
2008 – Quarter 22,289 1,981 44.57 39.36 268.0 235.5
2008 – Quarter 12,345 1,748 45.70 35.50 296.5 211.5
20072,984 2,093 59.04 42.82 414.0 272.0
20063,529 2,574 66.37 45.12 484.0 352.5
20052,837 1,861 49.50 34.72 392.0 243.0


(1)Principally held in bearer form.
  
Ordinary LSE
  
AstraZeneca
ADS
  
Ordinary SSE(1)
 
  
High
(GB pence)
  
Low
(GB pence)
  
High
(US$)
  
Low
(US$)
  
High
(SEK)
  
Low
(SEK)
 
                   
2011 – March  2,987   2,802   48.82   45.40   307.2   289.0 
2011 – February
  3,035   2,933   49.38   47.56   315.3   303.9 
2011 – January
  3,074   2,923   48.90   46.36   320.6   310.1 
2010 – December
  3,153   2,922   49.28   45.80   336.5   309.3 
2010 – November
  3,144   2,996   50.34   46.93   336.9   325.7 
2010 – October
  3,359   3,130   53.50   50.43   354.7   336.7 
 
  
Ordinary LSE
  
AstraZeneca
ADS
  
Ordinary SSE(1)
 
  
High
(GB pence)
  
Low
(GB pence)
  
High
(US$)
  
Low
(US$)
  
High
(SEK)
  
Low
(SEK)
 
                   
2010
  3,385   2,732   53.50   40.91   382.2   309.3 
2010 – Quarter 4
  3,359   2,922   53.50   45.80   354.7   309.3 
2010 – Quarter 3
  3,385   3,052   53.41   47.05   382.2   345.0 
2010 – Quarter 2
  3,169   2,772   48.74   40.91   368.0   314.0 
2010 – Quarter 1
  3,103   2,732   50.40   43.05   363.8   310.1 
2009
  2,947   2,147   47.54   30.24   365.0   261.5 
2009 – Quarter 4
  2,930   2,691   47.00   43.64   339.5   308.0 
2009 – Quarter 3
  2,878   2,644   47.54   43.01   356.0   305.0 
2009 – Quarter 2
  2,728   2,276   45.01   33.40   351.0   279.5 
2009 – Quarter 1
  2,947   2,147   41.60   30.24   331.0   261.5 
2008
  2,888   1,748   49.85   34.10   340.5   211.5 
2007
  2,984   2,093   59.04   42.82   414.0   272.0 
2006
  3,529   2,574   66.37   45.12   484.0   352.5 

(1) Principally held in bearer form.
B. Plan of Distribution
 
Not applicable.
 
C. Markets
 
The information set forth under the heading “Additional Information—Shareholder Information—AstraZeneca PLC”PLC share listings and prices” on page 199pages 211 to 212 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
D. Selling Shareholders
 
Not applicable.
 
E. Dilution
 
Not applicable.
 
F. Expenses of the Issue
 
Not applicable.
 
ITEM 10 -10.  ADDITIONAL INFORMATION
 
A. Share Capital
 
Not applicable.
17

B. Memorandum and Articles of Association
 
The information set forth under the heading “Additional Information—Corporate Information—Articles” on page 204216 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
C. Material Contracts
 
Not applicable.
9

 
D. Exchange Controls
 
The information set forth under the headings “Additional Information—Shareholder Information—Exchange controls and other limitations affecting security holders” on page 203215 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
E. Taxation
 
The information set forth under the headings “Additional Information—Shareholder Information—Taxation for US residents”, “—UK and US income taxation of dividends”, “—Taxation on capital gains”, “—Passive Foreign Investment Company (PFIC) rules”, “—UK inheritance tax” and “—UK stamp duty reserve tax and stamp duty” on pages 202 and 203214 to 215 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
F. Dividends and Paying Agents
 
Not applicable.
 
G. Statement by Experts
 
Not applicable.
 
H. Documents on Display
 
The information set forth under the heading “Additional Information—Shareholder Information—Documents on display” on page 202214 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
In addition, we file reports and other information with the United States Securities and Exchange Commission (the “SEC”).  You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.  The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.
 
I. Subsidiary Information
 
Not applicable.
 
ITEM 11 -11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Reviews—“Business Review—Financial Review—Financial risk management” on pages 44page 90 and 45, “Financial Statements—Note 15—23—Financial risk management objectives and policies” on pages 144168 to 146 and “—Note 16—Financial Instruments—Sensitivity analysis” on page 151,172, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
ITEM 12 -12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
A. Debt Securities
 
Not applicable.
18

B. Warrants and Rights
 
Not applicable.
10

 
C. Other Securities
 
Not applicable.
 
D. American Depositary Shares
 
Fees and Charges Payable by ADR Holders
 
The Company’s American Depositary Receipt (“ADR”) program is administered by JPMorgan Chase Bank, N.A. (“J.P. Morgan”), as the depositary.  The holder of an ADR may have to pay the following fees and charges to J.P. Morgan in connection with ownership of the ADR:
 
Category Depositary actions Associated fee or charge
(a)  Depositing or substituting the underlying shares Issuances against deposits of shares, including deposits and issuances pursuant to a stock dividend or stock split declared by the Company or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the American Depositary Shares (“ADSs”) or the deposited securities 
Up to US $5.00 for each 100 ADSs (or portion thereof) issued or delivered (as the case may be)
 
The depositary may sell (by public or private sale) sufficient securities and property received in respect of share distributions, rights and other distributions prior to such deposit to pay such charge
     
(b)  Receiving or distributing dividends(1)
dividends(1)
 Cash distributions made pursuant to the deposit agreement US $0.05 or less per ADS
     
(c)  Selling or exercising rights Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities Up to US $5.00 for each 100 ADSs (or portion thereof)
(d)  Withdrawing, cancelling or reducing an underlying security
 
Acceptance of ADSs surrendered for withdrawal, cancellation or reduction of deposited securities
 
Up to US $5.00 for each 100 ADSs (or(or portion thereof) surrendered, cancelled or reduced (as the case may be)
 
The depositary may sell (by public or private sale) sufficient securities and property received in respect of share distributions, rights and other distributions prior to such deposit to pay such charge
     
(e)  Transferring, combination or split-up of receipts Transfer, combination and split-up of ADRs US $1.50 per ADR
     
(f)  General depositary services, particularly those charged on an annual basis(1)
basis(1)
 Services performed by the depositary in administering the ADRs US $0.05 or less per ADS per calendar year (or portion thereof), payable at the sole discretion of the depositary by billing ADR holders or by deducting such charge from one or more cash dividends
19

CategoryDepositary actionsAssociated fee or other cash distributionscharge
     
11

dividends or other cash distributions
(g)  Fees and expenses of the depositary 
Fees and expenses incurred by the depositary or the depositary’s agents on behalf of holders, including in connection with:
· compliance with foreign exchange control regulations or any law or regulation relating to foreign investment
·  stock transfer or other taxes and governmental charges
·  cable, telex and facsimile transmission and delivery charges
·  fees for the transfer or registration of deposited securities in connection with the deposit or withdrawal of deposited securities
·  expenses of the depositary in connection with the conversion of foreign currency into US dollars
·  any other charge payable by the depositary or the depositary’s agents in connection with the servicing of the shares or other deposited securities (which charge shall be assessed against holders as of the record date or dates set by the depositary)
 Expenses payable at the sole discretion of the depositary by billing ADR holders or by deducting such charges from one or more cash dividends or other cash distributions
·compliance with foreign exchange control regulations or any law or regulation relating to foreign investment
·stock transfer or other taxes and governmental charges
·cable, telex and facsimile transmission and delivery charges
·fees for the transfer or registration of deposited securities in connection with the deposit or withdrawal of deposited securities
·expenses of the depositary in connection with the conversion of foreign currency into US dollars
·any other charge payable by the depositary or the depositary’s agents in connection with the servicing of the shares or other deposited securities (which charge shall be assessed against holders as of the record date or dates set by the depositary)

(1)J.P. Morgan has agreed that it shall not charge ADR holders any of these fees without the Company’s prior written consent.  No such fees have been charged for the year ended December 31, 20092010 or from January 1, 20102011 to the date hereof.
 
Fees and Payments Made by the Depositary to us
 
J.P. Morgan, as ADR depositary, has agreed to reimburse certain expenses related to the Company’s ADR program and incurred by the Company in connection with the program.  For the year ended December 31, 2009,2010, the ADR depositary reimbursed to the Company, or paid on its behalf to third parties, a total sum of US $1,813,762$1,605,085 (comprised of reimbursements of US $1,700,000$1,524,267 and payments to third parties of US $113,762,$80,818, in each case as detailed in the tables below).  The ADR depositary also waived certain of its fees for standard costs associated with the administration of the ADR program in a total amount of US $215,000.

The table below sets forth the types of expenses that the ADR depositary has agreed to reimburse and the amounts reimbursed within each such category for the year ended December 31, 2009:2010:

Category of Expenses – Direct Payments
Reimbursement for the year ended December 31, 2009
ADR program expenses, including investor relations costs and legal fees$1,700,000
Total
$1,700,000
 
Category of Expenses – Direct Payments
 
Reimbursement for
the year ended
December 31, 2010
 
    
ADR program expenses, including investor relations costs and legal fees
 $1,524,267 
 
 
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Category of Expenses – Direct Payments
 
Reimbursement for
the year ended
December 31, 2010
 
     
Total
 $1,524,267 
The ADR depositary has paid certain expenses directly to third parties on behalf of the Company and has agreed to waive certain of its fees for standard costs associated with the administration of the ADR program.  The table below sets forth those expenses that the ADR depositary paid directly to third parties, and those fees waived, in each case for the year ended December 31, 2009.2010.

Category of Expenses – Indirect Payments
Amount paid for the year ended December 31, 2009
Expenses paid by depositary to third parties on behalf of the Company – NYSE listing fees$113,762
Fees waived by depositary for standard ADR program costs$215,000
Total$328,762
 
Category of Expenses – Indirect Payment
 
Amount paid for
the year ended
December 31, 2010
 
Expenses paid by depositary to third parties on behalf of the Company – NYSE listing fees $80,818 
Fees waived by depositary for standard ADR program costs
 $215,000 
Total
 $295,818 

Under certain circumstances, including removal of the ADR depositary or termination of the ADR program by the Company, the Company is required to repay the ADR depositary certain amounts reimbursed and/or expenses paid to or on behalf of the Company.  No such repayments were made during the year ended December 31, 2009.2010.
 
PART II

ITEM 13 -13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
(a) There has been no material default in payment of principal, interest, a sinking or purchase fund installment, or any other material default with respect to any indebtedness of the Company or any of its significant subsidiaries.
 
(b) There have been no arrears in the payment of dividends on, and no material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Company.
 
ITEM 14 -14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
Not applicable.
 
ITEM 15 -15.  CONTROLS AND PROCEDURES
 
The information set forth under the heading “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business OrganisationAccountability” on pages 111 and Corporate Governance—Operation of Board Committees—112, Audit Committee” on page 95114 (the last threefour paragraphs of the “Audit Committee” section only)only, excluding the “Code of Conduct” section), “—Business Organisation and Corporate Governance—Principal corporate governance requirements—UK corporate governance requirements” on page 96 (the second, third, fourth and fifth paragraphs of the “UK corporate governance requirements” section only), “—Principal corporate governance requirements—US corporate governance requirements” on page 97115 (the first and second paragraphs of the “US corporate governance requirements” section only) and “Financial Statements—Directors’ Responsibilities for, and Report on, Internal Control over Financial Reporting” on page 122,136, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
Management’s Annual Report on Internal Control over Financial Reporting
 
As required by US regulations, management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, and is required to identify the framework used to evaluate the effectiveness of the Company’s internal control over financial reporting and to assess the effectiveness of such internal control.  In this regard, management has made the same assessment and reached the same conclusion as that set forth in the section entitled “Financial Statements—Director’s Responsibilities for, and Report on, Internal
13

Control over Financial Reporting” on page 122136 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010,April 28, 2011, which is incorporated herein by reference.
21

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Members, Stockholders
AstraZeneca PLC:

We have audited AstraZeneca PLC’s (“AstraZeneca”) internal control over financial reporting as of 31 December 2009,2010, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). AstraZeneca’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, AstraZeneca maintained, in all material respects, effective internal control over financial reporting as of 31 December 2009,2010, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the consolidated statements of financial position of AstraZeneca and subsidiaries as of 31 December 2010, 2009 2008 and 2007,2008, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statementsflows for each of the years in the three-year period ended 31 December 2009,2010, and our report dated 2827 January 20102011 expressed an unqualified opinion on those consolidated financial statements.
 
KPMG Audit Plc
Chartered Accountants
8 Salisbury15 Canada Square
London
EC4Y 8BBUnited Kingdom
28E14 5GL

27 January 20102011
 
 
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ITEM 16 –16.  RESERVED
 
ITEM 16A –16A.  AUDIT COMMITTEE FINANCIAL EXPERT
 
The information set forth in the first paragraph under the heading “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business Organisation and Corporate Governance—Operation of Board Committees—Audit Committee” on pages 94 and 95 and “—Board Committee membership” (consisting of tabular data) on page 93,112 and in the first paragraph under the heading “—Audit Committee” on page 113, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
ITEM 16B –16B.  CODE OF ETHICS
 
The information set forth under the heading “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business Organisation and Corporate Governance—Principal corporate governance requirements—Audit Committee—Code of Conduct” on page 97114 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
The Company’s Code of Conduct is available at www.astrazeneca.com.
 
ITEM 16C –16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
Year ended December 31,
 
  
2010
  
2009
 
  ($ million) 
Audit Fees
  2.3   2.4 
Audit-Related Fees
  7.1   7.1 
Tax Fees
  1.1   1.0 
All Other Fees
  3.4   3.6 
Total
  13.9   14.1 
Audit-related fees consist of $6.5 million for the audit of subsidiaries pursuant to legislation and fees of $0.6 million for the audit of subsidiaries’ pension schemes.
Tax fees consist of tax compliance services and, to a lesser extent, tax advice.
All other fees consist of fees of $0.1 million for assurance services in relation to third party compliance with manufacturing and distribution agreements and advisory services supporting management in their development of competency and development frameworks for staff and fees of $3.3 million for other services pursuant to legislation (including fees of $2.4 million in respect of section 404 of the Sarbanes-Oxley Act).
 
The information (including tabular data) set forth under the heading “Financial Statements—Notes to the Financial Statements—Note 27—Statutory and other information” on page 185 and “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business Organisation and Corporate Governance—Operation of Board Committees—Audit Committee” (excluding the “Code of Conduct” section) on pages 94 and 95, in each case113 to 114 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
ITEM 16D –16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
Not applicable.
 
ITEM 16E –16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
Not applicable.
 
Period
 
(a) Total number of
Shares (or units)
Purchased(1)
  
(b) Average Price
Paid per Share
(or Units)
  
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
  
(d) Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
 
Month #1
Jan 1 - Jan 31
  0   0   0   2.6 
Month #2
Feb 1 - Feb 28
  500,000   43.62   500,000   2.6 
Month #3
Mar 1 - Mar 31
  4,295,000   44.80   4,295,000   2.4 

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Period
 
(a) Total number of
Shares (or units)
Purchased(1)
  
(b) Average Price
Paid per Share
(or Units)
  
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
  
(d) Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
 
Month # 4
Apr 1 - Apr 30
  2,634,654   44.98   2,634,654   2.3 
Month #5
May 1 - May 31
  4,999,209   42.19   4,999,209   2.1 
Month #6
Jun 1 - Jun 30
  3,710,000   44.67   3,710,000   1.9 
Month #7
Jul 1 - Jul 31
  500,000   52.17   500,000   1.9 
Month #8
Aug 1 - Aug 31
  11,010,024   51.01   11,010,024   1.3 
Month #9
Sep 1 - Sep 30
  8,498,823   52.39   8,498,823   0.9 
Month #10
Oct 1 - Oct 31
  3,681,746   51.93   3,681,746   0.7 
Month #11
Nov 1 - Nov 30
  8,600,491   49.17   8,600,491   0.3 
Month #12
Dec 1 - Dec 31
  5,261,560   47.03   5,261,560   0.0 
                 
Total  53,691,507   48.50   53,691,507   N/A 

(1)  All of the purchases reflected in the table above were made pursuant to our publicly announced share repurchase program, which was announced by the Company on January 28, 2010.  On January 28, 2010, the Company announced that share repurchases (net of new issues) for the full year were anticipated to be approximately $1 billion, and on July 29, 2010, announced that share repurchases (net of new issues) for the full year were to be increased to $2 billion. On January 27, 2011, the Company announced that share repurchases (net of new issues) for the full year amounted to $2.1 billion.  Excluding new issues, share repurchases for the full year amounted to $2.6 billion.

ITEM 16F –16F.  CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
Not applicable.
 
ITEM 16G –16G.  CORPORATE GOVERNANCE
 
AstraZeneca PLC is a public limited company incorporated in England and Wales, listed on the London Stock Exchange and is subject to the authority of the Financial Services Authority in the UK.  As a result, it follows the UK Corporate Governance Code (the “UK Code”), which came into effect for the Company as of January 1, 2011 (formerly, the UK Combined Code on Corporate Governance (the “Combined Code”)Governance), in respect of its corporate governance practices.  The Company has ADRs listed on the NYSE and, under the NYSE Corporate Governance Standards (the “NYSE Standards”) applicable to listed companies, as a foreign private issuer, the Company is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards.
 
A summary of the significant ways in which the Company’s corporate governance practices differ from those followed by US domestic companies under the NYSE Standards is set forth below.
 
NYSE Standards AstraZeneca Corporate Governance Practice
   
1.Under the NYSE Standards, the audit committee is to be directly responsible for the appointment,Under the Combined Code, a company’s external auditors are appointed by its shareholders.  As a result,
15

compensation, retention and oversight of a listed company’s external auditor, unless there is a conflicting requirement under the home country laws of the company. Under the UK Code, a company’s external auditors are appointed by its shareholders.  As a result, the Company’s audit committee is responsible for making recommendations to the Board of Directors, for the Board of Directors to propose to the Company’s shareholders in general meeting, in relation to the appointment, re-appointment and removal of the external auditors, and
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NYSE StandardsAstraZeneca Corporate Governance Practice
for approving the remuneration and terms of engagement of the external auditor.
2.Under the     NYSE Standards, the nominating/corporate governance committee and compensation committee are to be composed entirely of independent directors. 
Under the CombinedUK Code, a majority of the members of a company’s nomination committee, and all of the members of its remuneration committee, should be independent non-executive directors.
 
The Company’s Nomination and Governance Committee and Remuneration Committee each includes four members, including the chairman of the Company’s Board of Directors, with the remainder all being considered by the Company’s Board of Directors to be independent in accordance with the principles and criteria of the CombinedUK Code.  The Company’s chairman was considered to be independent upon his appointment as chairman (under the CombinedUK Code, the test of independence is not appropriate in relation to the chairman thereafter).
   
3.
Under the NYSE Standards, the compensation committee is to make recommendations to the listed company’s Board of Directors with respect to non-CEO executive officer compensation and certain other compensation plans which are subject to Board approval. 
In compliance with the CombinedUK Code, the Company’s Remuneration Committee determines the Company’s global remuneration frameworks and principles, approves individual salary decisions and related matters for members of the Company’s Board of Directors, Senior Executive Team (“SET”) and the Company Secretary, and reviews annual bonus payments for all executives reporting directly to SET members.  While the Remuneration Committee does not make initial recommendations to the Board of Directors in this respect, it does report to the Board of Directors on these matters.
   
4.Under the NYSE Standards, shareholders are entitled to vote on all equity compensation plans and material revisions thereto, with certain limited exemptions. Under the listing rules of the UK Listing Authority (the “UKLA Rules”), with which the Company complies, shareholder approval is required to be obtained by the Company for the adoption of equity compensation plans which are either long-term incentive schemes in which directors of the Company can participate or schemes which may involve the issue of new shares.  Under the UKLA Rules, these plans may not be changed to the benefit of the plan participants unless shareholder approval is obtained (with certain minor exceptions, for example, to benefit the administration of the plan or to take account of tax benefits).  The UKLA Rules in respect of shareholder approval regarding equity compensation plans, or any material revision thereto, may differ from the NYSE Standards.
   
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5.Under the NYSE Standards, each listed company Chief Executive Officer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of any NYSE corporate governance listing standards, qualifying the certification to the extent necessary.standards. As the Company is a foreign private issuer, the Company’s Chief Executive Officer is not required to make this certification.  He is, however, required to promptly notify the NYSE in writing after any executive officer of the Company become aware of any non-compliance with any NYSE corporate governance rules applicable to the Company.
25

 
The information set forth under the heading “Directors’“Corporate Governance—Corporate Governance Report—Corporate Governance—Business Organisation and Corporate Governance—Principal corporate governance requirements—UK corporate governance requirements” on pages 96 and 97 and “—US corporate governance requirements” (final two paragraphsparagraph only) on page 97, in each case115 of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
PART III
 

ITEM 17 -17.  FINANCIAL STATEMENTS
 
The Company has responded to Item 18 in lieu of this item.
 
ITEM 18 -18.  FINANCIAL STATEMENTS
 
The information set forth in Exhibit 15.2 hereto “Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc”Plc is incorporated in this section by reference.  The information (including graphs and tabular data) set forth under the headings “Financial Statements” on pages 124138 to 185196 (including the information set forth under the subheading “Notes to the Financial Statements” on pages 133147 to 185)196),“Group Financial Record” on page 204 and “Principal Subsidiaries” on page 186,197, in each case of the Company’s “Annual Report and Form 20-F Information 2009”2010” included as exhibit 15.1 to this Form 20-F dated March 25, 2010April 28, 2011 is incorporated by reference.
 
Please see the information above under the heading Item 5 – “Operating and Financial Review and Prospects—AstraZeneca Reaches Agreement with UK Tax Authorities over Transfer Pricing”,Developments in Legal Proceedings” for information as to the settlement between the Company and HM Revenue & Customsrecent developments in the UK, entered into subsequent to the approval of the Company’s financial statements for the year ended December 31, 2009, in respect of the transfer pricing disputecertain legal proceedings disclosed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities—Tax”liabilities” on page 184pages 178 to 195 of the Company’s “Annual Report and Form 20-F Information 2009”.2010” included as exhibit 15.1 to this Form 20-F dated April 28, 2011.
 
The information set out in the above-referenced financial statements does not constitute the Company’s statutory accounts under the UK Companies Acts for the years ended December 31, 2010, 2009 2008 or 2007.2008.  Those accounts have been reported on by the Company’s auditors; their reports were unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985 or under section 498(2) or (3) of the Companies Act 2006.  The accounts for 20082009 and 20072008 have been delivered to the registrar of companies and those for 20092010 will be delivered in due course.
 
17

ITEM 19 –19.  EXHIBITS
 
1.1Memorandum and Articles of Association.(1)
4.1Master Restructuring Agreement dated as of June 19, 1998 between Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals, L.P.(2)
(1)
4.2Agreement for Service between AstraZeneca PLC and Simon Lowth, dated September 27, 2007.(3)
(2)
4.3Agreement for Service between AstraZeneca PLC and John Patterson dated February 14, 2005 (effective as of January 1, 2005).(4)
4.4Agreement for Service between AstraZeneca PLC and David R. Brennan dated December 16, 2005 (effective as of January 1, 2006).(4)
(3)
4.5Form of Deed of Indemnity for Directors.(5)
(4)
7.1Statement explaining calculation of ratio of earnings to fixed charges.
8.1List of subsidiaries.
12.1Certification of David R. Brennan filed pursuant to 17 CFR 240.13a-14(a).
26

12.2Certification of Simon Lowth filed pursuant to 17 CFR 240.13a-14(a).
13.1Certification of David R. Brennan and Simon Lowth furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350.
15.1Annual Report and 20-F Information.(6)
(5)
15.2Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc.
15.3Consent of KPMG Audit Plc, independent registered public accounting firm.
15.4Consent of IMS Health.
15.5Consent of Bureau Veritas HS&E Ltd.


(1)Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 21, 2005 (File No. 001-11960).
(2)Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 25, 2003 (File No. 001-11960).
(3)(2)Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 12, 2008 (File No. 001-11960).
(4)(3)Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 23, 2006 (File No. 001-11960).
(5)(4)Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 27, 2007 (File No. 001-11960).
(6)(5)Certain of the information included within exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F.  With the exception of the items and pages so specified, the Annual Report and Form 20-F Information is not deemed to be filed as part of this Annual Report on formForm 20-F.
 
1827


 
SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
AstraZeneca PLC 
  
  
By:/s/ /s/ A C N Kemp 
 Name:A C N Kemp 
 Title:AuthorisedAuthorized Signatory 

London, England
March 25, 2010
April 28, 2011

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