##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
 For Quarter Ended June 30, 2005
 Commission
File Number: 000-50583
 BioVeris Corporation
  DELAWARE
    
    80-0076765(State or other jurisdiction
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
  
   
   Yes þ
    
    No o
  Yes þ
    
    No o
  Class
    
    Outstanding at July 29, 2005Common Stock, par value $0.001
    
    27,226,950 shares




---



##### 



BIOVERIS CORPORATION
 Table of Contents
 PagePART I  FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets  June 30, 2005 and March 31, 2005
    
    
    3Condensed Consolidated Statements of Operations  For the three months ended June 30, 2005 and 2004
    
    
    4Condensed Consolidated Statements of Cash Flows  For the three months ended June 30, 2005 and 2004
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    51Item 4. Controls and Procedures
    
    
    51PART II  OTHER INFORMATIONItem 6. Exhibits
    
    
    52Signatures
    
    
    53
   2




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##### 



PART 1  FINANCIAL INFORMATION
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 BIOVERIS CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 June 30, 2005
    
    March 31, 2005ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    31,326
    
    
    $
    41,739Short-term investments
    
    
    55,765
    
    
    
    53,890Accounts receivable, net
    
    
    5,746
    
    
    
    4,483Inventory
    
    
    5,015
    
    
    
    5,235Other current assets
    
    
    2,640
    
    
    
    2,813Total current assets
    
    
    100,492
    
    
    
    108,160Equipment and leasehold improvements, net
    
    
    2,673
    
    
    
    3,636OTHER NONCURRENT ASSETS:Note receivable
    
    
    4,971
    
    
    
    4,709Technology licenses
    
    
    16,819
    
    
    
    17,306Other
    
    
    353
    
    
    
    354TOTAL ASSETS
    
    $
    125,308
    
    
    $
    134,165LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    4,378
    
    
    $
    6,457Accrued wages and benefits
    
    
    2,022
    
    
    
    1,713Other current liabilities
    
    
    1,495
    
    
    
    1,351Total current liabilities
    
    
    7,895
    
    
    
    9,521NONCURRENT DEFERRED LIABILITIES
    
    
    1,458
    
    
    
    1,890Total liabilities
    
    
    9,353
    
    
    
    11,411SERIES B PREFERRED STOCK, 1,000 shares designated, issued and outstanding
    
    
    7,500
    
    
    
    7,500STOCKHOLDERS EQUITY:Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
issuable in series:Series A, 600,000 shares designated, none issued
    
    
    
    
    
    
    Common stock, par value $0.001 per share, 100,000,000 shares authorized,
26,728,000 shares issued and outstanding
    
    
    27
    
    
    
    27Additional paid-in capital
    
    
    203,464
    
    
    
    203,464Accumulated deficit
    
    
    (93,914
    )
    
    
    (87,238
    )Accumulated other comprehensive loss
    
    
    (1,122
    )
    
    
    (999
    )Total stockholders equity
    
    
    108,455
    
    
    
    115,254TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    125,308
    
    
    $
    134,165
  3




---



##### 



BIOVERIS CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months EndedJune 30, 2005
    
    June 30, 2004REVENUES:Product sales
    
    $
    4,580
    
    
    $
    7,839Royalty income
    
    
    309
    
    
    
    320Contract fees
    
    
    
    
    
    
    86Total
    
    
    4,889
    
    
    
    8,245OPERATING COSTS AND EXPENSES:Product costs
    
    
    2,048
    
    
    
    4,604Research and development
    
    
    4,765
    
    
    
    7,176Selling, general and administrative
    
    
    5,681
    
    
    
    9,710Total
    
    
    12,494
    
    
    
    21,490LOSS FROM OPERATIONS
    
    
    (7,605
    )
    
    
    (13,245
    )INTEREST INCOME
    
    
    1,318
    
    
    
    404OTHER, NET
    
    
    (381
    )
    
    
    (10
    )NET LOSS
    
    $
    (6,668
    )
    
    $
    (12,851
    )Net loss per common share (basic and diluted)
    
    $
    (0.25
    )
    
    $
    (0.48
    )COMMON SHARES OUTSTANDING (basic and diluted)
    
    
    26,728
    
    
    
    26,728
  4




---



##### 



BIOVERIS CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedJune 30, 2005
    
    June 30, 2004OPERATING ACTIVITIES:Net loss
    
    $
    (6,668
    )
    
    $
    (12,851
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,632
    
    
    
    2,011Loss on disposal of equipment
    
    
    
    
    
    
    34Accretion of interest on note receivable
    
    
    (403
    )
    
    
    Changes in assets and liabilities:Increase in accounts receivable
    
    
    (1,383
    )
    
    
    (773
    )Decrease (increase) in inventory
    
    
    220
    
    
    
    (35
    )Decrease (increase) in other current assets
    
    
    294
    
    
    
    (1,390
    )(Decrease )increase in accounts payable and accrued expenses
    
    
    (2,024
    )
    
    
    156(Decrease) increase in accrued wages and benefits
    
    
    309
    
    
    
    2,920(Decrease) increase in other liabilities
    
    
    (210
    )
    
    
    91Net cash used in operating activities
    
    
    (8,233
    )
    
    
    (9,837
    )INVESTING ACTIVITIES:Expenditures for equipment and leasehold improvements
    
    
    (182
    )
    
    
    (727
    )Purchases of short-term investments
    
    
    (9,998
    )
    
    
    (89,708
    )Sales of short-term investments
    
    
    8,000
    
    
    
    Net cash used in investing activities
    
    
    (2,180
    )
    
    
    (90,435
    )FINANCING ACTIVITIES:Payment of distribution gain
    
    
    
    
    
    
    (20,000
    )Net cash used in financing activities
    
    
    
    
    
    
    (20,000
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (10,413
    )
    
    
    (120,272
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    41,739
    
    
    
    182,509CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    31,326
    
    
    $
    62,237
  5




---



##### 



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    
    
    IGEN restructured its operations so that the Company, a newly
formed, wholly-owned subsidiary of IGEN at the time, assumed
IGENs biodefense, life science and industrial product lines as
well as IGENs opportunities in the clinical diagnostics and
healthcare fields and the ownership of IGENs intellectual
property, IGENs equity interest in Meso Scale Diagnostics, LLC.
(MSD), cash and certain other rights and licenses currently held
by IGEN; and
 
    
    a wholly-owned subsidiary of Roche merged with and into IGEN,
as a result of which IGEN became a wholly-owned subsidiary of
Roche and the Company became an independent, publicly-traded
company. Simultaneously with the completion of the merger, certain
ongoing commercial agreements between the Company and certain
affiliates of Roche became effective.
    6




---



##### 



Consolidation Accounting 
     
    
    The Company does not have a significantly large variable interest
in MSD to be the primary beneficiary. The Company will hold only a
secured note whereas the purchaser, MST, will be at risk for all
of its equity;
 
    
    After December 13, 2004 and for the remaining life of MSD, the
Company will cease to absorb any MSD losses; and
 
    
    MST will absorb the majority of the expected losses of MSD.
  7




---



##### 



Estimates and Reclassifications
 Cash and Cash Equivalents
 Short-Term Investments
  Gross
    
    Gross
    
    EstimatedAmortized
    
    Unrealized
    
    Unrealized
    
    FairCost
    
    Gains
    
    Losses
    
    ValueU.S. Government agencies
    
    $
    25,328
    
    
    $
    
    
    
    $
    (289
    )
    
    $
    25,039Municipal bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    U.S. corporate debt
    
    
    31,559
    
    
    
    
    
    
    
    (833
    )
    
    
    30,726$
    56,887
    
    
    $
    
    
    
    $
    (1,122
    )
    
    $
    55,765
 Concentration of Credit Risk
 8




---



##### 



Allowance for Doubtful Accounts -
 Inventory
 June 30, 2005
    
    March 31, 2005(in thousands)Finished Goods
    
    $
    1,905
    
    
    $
    1,561Work in process
    
    
    663
    
    
    
    749Raw materials
    
    
    2,447
    
    
    
    2,925Total
    
    $
    5,015
    
    
    $
    5,235
 Equipment and Leasehold Improvements
 June 30, 2005
    
    March 31, 2005(in thousands)Lab instruments and equipment
    
    $
    6,693
    
    
    $
    6,575Office furniture and equipment
    
    
    5,000
    
    
    
    4,936Leasehold improvements
    
    
    4,005
    
    
    
    4,00515,698
    
    
    
    15,516Accumulated depreciation and amortization
    
    
    (13,025
    )
    
    
    (11,880
    )Total
    
    $
    2,673
    
    
    $
    3,636
 Technology Licenses 
 9




---



##### 



Evaluation of Long-lived Assets -
 Warranty Reserve
  Three Months EndedJune 30, 2005
    
    June 30, 2004BioVeris and Wholly-Owned Subsidiaries:Balance, beginning of period
    
    $
    366
    
    
    $
    450Provisions recorded
    
    
    11
    
    
    
    102Actual costs incurred
    
    
    (90
    )
    
    
    (102
    )Balance, end of period
    
    $
    287
    
    
    $
    450
  10




---



##### 



Three Months EndedJune 30, 2005
    
    June 30, 2004BioVeris and Wholly-Owned Subsidiaries:Deferred revenue, beginning of period
    
    $
    621
    
    
    $
    678Extended warranties issued
    
    
    322
    
    
    
    410Amortization of extended warranties
    
    
    (293
    )
    
    
    (306
    )Costs incurred during the period
    
    
    238
    
    
    
    216Settlement during the period of costs incurred
    
    
    (238
    )
    
    
    (216
    )Balance, end of period
    
    $
    650
    
    
    $
    782
 Fair Value of Financial Instruments
 Comprehensive Loss-
 Revenue Recognition-
     Research and Development 
 11




---



##### 



Foreign Currency -
 Income Taxes
 Stock-based Compensation
  Three Months Ended June 30,2005
    
    2004Net loss, as reported
    
    $
    (6,668
    )
    
    $
    (12,851
    )Deduct: Total stock-based employee compensation expense
determined under fair value method
    
    
    (63
    )
    
    
    (48
    )Pro-forma net loss
    
    $
    (6,731
    )
    
    $
    (12,899
    )Loss per share:Basic and diluted loss per common share  as reported
    
    $
    (0.25
    )
    
    $
    (0.48
    )Basic and diluted loss per common share  pro forma
    
    $
    (0.25
    )
    
    $
    (0.48
    )
   Loss Per Share
 12




---



##### 



New Accounting Standards 
     13




---



##### 



Equity interest and capital contributions
    14




---



##### 



Buyout of the Companys interest in MSD
    15




---



##### 



Fair market value purchase price
    
    $
    9,898Add:Appraisal fees and costs
    
    
    85Rent payment obligations (March 1, 2004 through August 31, 2005)
    
    
    2,335Less:Prepayment credit
    
    
    (2,000
    )Total
    
    $
    10,318Note receivable-recorded at fair value
    
    $
    4,971
   16




---



##### 



Transitional services and subleases
    Certain indemnification agreements and obligations
    17




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Overview
 ®
 18




---



##### 




    
    Clinical diagnostics.The clinical diagnostics market includes the
testing of patient samples to measure the presence of disease and
monitor medical conditions. We are developing products to be used
in the clinical diagnostics market and believe that our products
will be ideally suited for the immunodiagnostic and nucleic acid
testing market segments of the clinical testing market.
 
    
    Non-clinical diagnostics for the biodefense, life science and
industrial markets.The non-clinical diagnostics market includes
biodefense products for the detection of bacteria, viruses and
toxins that may pose a military or public health threat; life
science testing for drug discovery and development that is
performed by pharmaceutical and biotechnology companies; and
industrial testing for the detection of foodborne and waterborne
disease causing pathogens.
   in vitro
  19




---



##### 



Neisseria
meningitidis
  Chlamydia trachomatis
 E coli.
 20




---



##### 



Investment in MSD
       21




---



##### 



22




---



##### 



Supplemental Consolidated Statements of Operations Data (1):
 Three Months EndedJune 30, 2005
    
    Three Months Ended June 30, 2004BioVeris and
    
    BioVeris andWholly-Owned
    
    Wholly-Owned
    
    
    
    
    
    ConsolidatingSubsidiaries
    
    Subsidiaries
    
    MSD
    
    Eliminations
    
    Consolidated(In thousands, except per share data)Revenues:Product sales
    
    $
    4,580
    
    
    $
    4,886
    
    
    $
    2,953
    
    
    $
    
    
    
    $
    7,839Royalty income
    
    
    309
    
    
    
    320
    
    
    
    
    
    
    
    
    
    
    
    320Contract fees
    
    
    
    
    
    
    20
    
    
    
    66
    
    
    
    
    
    
    
    86Total
    
    
    4,889
    
    
    
    5,226
    
    
    
    3,019
    
    
    
    
    
    
    
    8,245Operating costs and expenses:Product costs
    
    
    2,048
    
    
    
    2,264
    
    
    
    2,340
    
    
    
    
    
    
    
    4,604Research and development
    
    
    4,765
    
    
    
    4,561
    
    
    
    2,682
    
    
    
    (67
    )
    
    
    7,176Selling, general and administrative
    
    
    5,681
    
    
    
    6,608
    
    
    
    3,102
    
    
    
    
    
    
    
    9,710Total operating costs and expenses
    
    
    12,494
    
    
    
    13,433
    
    
    
    8,124
    
    
    
    (67
    )
    
    
    21,490Loss from operations
    
    
    (7,605
    )
    
    
    (8,207
    )
    
    
    (5,105
    )
    
    
    67
    
    
    
    (13,245
    )Interest income
    
    
    1,318
    
    
    
    404
    
    
    
    
    
    
    
    
    
    
    
    404Other, net
    
    
    (381
    )
    
    
    (54)
    
    
    
    44
    
    
    
    
    
    
    
    (10
    )Equity in loss of joint venture
    
    
    
    
    
    
    (4,994
    )
    
    
    
    
    
    
    4,994
    
    
    
    Net loss
    
    $
    (6,668
    )
    
    $
    (12,851
    )
    
    $
    (5,061
    )
    
    $
    5,061
    
    
    $
    (12,851
    )Net loss per common share
    
    $
    (0.25
    )
    
    $
    (0.48
    )
    
    $
    (0.19
    )
    
    $
    0.19
    
    
    $
    (0.48
    )Shares used in computing net loss
per common share
    
    
    26,728
    
    
    
    26,728
    
    
    
    26,728
    
    
    
    26,728
    
    
    
    26,728
 
 (1)
    
    Effective March 31, 2004, we consolidated the financial results of MSD in accordance with
FIN 46. On August 12, 2004, BioVeris, MSD and MST entered into a settlement agreement that
resolved litigation between the parties and constituted a reconsideration event under FIN 46.
We have determined that we no longer meet the conditions to be designated as the primary
beneficiary of MSD, as certain provisions of the settlement agreement reallocated the
obligation to absorb the majority of MSDs future expected losses. Accordingly, beginning
August 12, 2004, we have deconsolidated the financial results of MSD and have accounted for
this investment on the equity method through December 13, 2004, the date of the sale of our
interests in MSD. 23




---



##### 



Results of Operations
 Three months ended June 30, 2005 and 2004
  Revenues.
    Operating Costs and Expenses
 24




---



##### 



Neisseria
meningitidis
   Interest Income.
 25




---



##### 



Net Loss.
 Liquidity and Capital Resources
 June 30, 2005
    
    March 31, 2005Cash, cash equivalents and short term investments
    
    $
    87,091
    
    
    $
    95,629Working capital
    
    
    92,597
    
    
    
    98,639
 Three Months EndedJune 30, 2005
    
    June 30, 2004Cash provided by(used in):Operating activities
    
    $
    (8,233
    )
    
    $
    (9,837
    )Investing activities
    
    
    (2,180
    )
    
    
    (90,435
    )Financing activities
    
    
    
    
    
    
    (20,000
    )Capital expenditures (included in investing
activities above)
    
    
    (182
    )
    
    
    (727
    )
 Cash Used in Operating Activities
  Cash Used in Investing Activities
  Cash Used in Financing Activities
   26




---



##### 



MSD
  Contractual Obligations
   OperatingLease
    
    SponsoredYears Ended March 31,
    
    Payments
    
    Research
    
    Total2006
    
    $
    3,096
    
    
    $
    490
    
    
    $
    3,5862007
    
    
    2,904
    
    
    
    463
    
    
    
    3,3672008
    
    
    2,871
    
    
    
    
    
    
    
    2,8712009
    
    
    2,827
    
    
    
    
    
    
    
    2,8272010
    
    
    2,241
    
    
    
    
    
    
    
    2,2412011 and thereafter
    
    
    558
    
    
    
    
    
    
    
    558Total
    
    $
    14,497
    
    
    $
    953
    
    
    $
    15,450
    27




---



##### 



Critical Accounting Policies
  Revenue Recognition
     28




---



##### 



Joint Venture Accounting
   
    
    We had provided substantially all of MSDs funding since inception
through capital contributions consisting of Class B and C
non-voting equity interests. Such funding was not considered at
risk, because the investments did not participate significantly
in the profits of MSD given their stated return rates. As such,
the at risk equity of MSD was insufficient to absorb MSDs
expected future losses.
 
    
    We held 31% of the voting rights in MSD and provided 100% of MSDs
funding, and were thereby considered to be involved in all of
MSDs activities as defined under FIN 46.
 29




---



##### 




    
    We do not have a significantly large variable interest in MSD to
be the primary beneficiary. We will hold only a secured note
whereas the purchaser, MST, will be at risk for all of its
equity;
 
    
    After December 13, 2004 and for the remaining life of MSD, we
ceased to absorb any MSD losses; and
 
    
    MST will absorb the majority of the expected losses of MSD.
   Inventory
 30




---



##### 



Evaluation of Long-lived Assets
  Warranty Reserve
 Recent Accounting Pronouncements
   31




---



##### 



Forward-Looking Information and Risk Factors That May Affect Future Results
 Risks Relating to Us and Our Business
    
    
    expand the distribution and increase sales of certain of our products;
 
    
    upgrade and enhance the M-SERIES family of products;
 
    
    introduce new products into the market;
 
    
    develop our marketing, sales and distribution capabilities cost-effectively; and
 
    
    continue existing collaborations and establish successful new collaborations with corporate partners to develop and
market products that incorporate our technologies and provide necessary funding.
  32




---



##### 




    
    our design or approach may not be successful;
 
    
    our products may not be compatible with existing technology or may rely on technology that has become obsolete;
 
    
    our products may be found ineffective or fail to meet the applicable regulatory standards or receive necessary
regulatory clearances;
 
    
    our estimates of the market size and potential for our products may prove incorrect;
 
    
    third parties may market superior or equivalent products;
 
    
    our products may not be recognized in the market due to unfamiliar brand names; or
 
    
    our product development costs may outweigh potential future cash flows associated with those products.
      
    
    the volume and timing of orders and product deliveries for
biodefense products, M-SERIES systems or other products, which are
based on our customers requirements that may vary over time;
 
    
    the success of M-SERIES system upgrades and enhancements and
customer acceptance of those enhancements and upgrades;
 
    
    costs incurred related to expansion into the field of vaccines;
 
    
    the amount of revenues recognized from royalties and other
contract revenues, which revenues are dependent upon the efforts
of our licensees and collaborators;
 33




---



##### 




    
    whether our instruments are sold or leased to customers, which
will affect the timing of the recognition of revenue from the sale
or lease;
 
    
    the timing of our introduction of new products, which could
involve increased expenses associated with product development and
marketing;
 
    
    the volume and timing of product returns and warranty claims,
which, if products are returned or have warranty claims that are
unexpected, may involve increased costs in excess of amounts
reserved for returns or claims;
 
    
    our competitors introduction of new products, which may affect
the purchase decision of or timing of orders by our customers and
prospective customers while the competitors product is assessed;
 
    
    the amount of expenses we incur in connection with the operation
of our business, including
 
    
    research and development costs, which increases or decreases based on the products
in development; and
    
    sales and marketing costs, which are based on product launches or promotions and
sales incentives that might be in effect from time to time;
 
    
    the amount that we may record related to the potential impairment
of the license to use PCR technology;
 
    
    amounts received from MSD as payment for the purchase of our
interests in MSD and the related accretion of income on the note
receivable from MSD;
 
    
    unexpected termination of government contracts or orders, which
could result in decreased sales and increased costs due to excess
capacity, inventory, personnel and other expenses; and
 
    
    additional costs which we may incur as we explore new health care
opportunities, including costs for acquisitions of technologies,
facilities and personnel.
     34




---



##### 




    
    may decide not to, or may fail to successfully, develop, market or
sell products based on our technology;
 
    
    may not devote sufficient resources to the development, marketing
or sale of these products based on our technology; or
 
    
    may terminate their agreements with us.
       
    
    for research and development to successfully develop our technologies;
 
    
    to obtain regulatory approval for our products;
 
    
    to file and prosecute patent applications to protect our technology;
 
    
    to respond to innovations that our competitors develop;
 
    
    to retain qualified employees, particularly in light of competition for qualified scientists and engineers;
 
    
    to make new arrangements to market our technology;
 
    
    to manufacture products ourselves or through a third party;
 
    
    to provide funding for expanded or new facilities; and
 
    
    to market different products to different geographic markets, either through expanding our sales and distribution
capabilities or relying on a third party.
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
    
    more money to invest;
 
    
    more established diagnostic or vaccine products;
 
    
    longer-standing relationships with customers;
 
    
    greater expertise and resources in developing, manufacturing, marketing and selling diagnostic or vaccine products;
 
    
    a larger, more experienced workforce; and
 
    
    more experience in obtaining regulatory approval for clinical testing or vaccine products.
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
    
    litigation costs can be extremely high, which could drain our financial resources; and
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
    
    litigation over our patents could discourage other companies from working with us to develop and market new products
based on the technology covered by those disputed patents.
     
    
    be required to alter, or abandon products or processes;
 
    
    be required to obtain a license from the intellectual property holder;
 
    
    lose customers that are reluctant to continue using our or our licensees products or services;
 
    
    be forced to abandon development work with respect to these products; and
 
    
    be required to pay damages that could be substantial.
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Risks Relating to Regulation and Government Contracts
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Risks Relating to the Industry
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Risks Relating to Our Common Stock
     
    
    classify our board of directors into three classes, with directors
of each class serving for a staggered three-year period;
 
    
    provide that our directors may be removed only for cause and only
upon the approval of the holders of at least a majority of the
voting power of all our shares entitled to vote generally in the
election of such directors then outstanding, voting together as a
single class;
 
    
    prohibit our stockholders from calling special meetings and
prohibit action by our stockholders by written consent;
 
    
    require at least 66 2/3% of the voting power of all our shares
entitled to vote generally in the election of directors then
outstanding, voting together as a single class, to alter, amend or
repeal certain provisions, including the provisions relating to
our classified board, the election, appointment and removal of our directors and action by stockholders by written consent described above;
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
    
    permit our board of directors to fill vacancies and newly created directorships on our board of directors;
and
 
    
    contain advance notice requirements for stockholder proposals.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
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Changes in Internal Controls Over Financial Reporting
  PART II  OTHER INFORMATION
 ITEM 6. EXHIBITS
 Exhibit No.31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  BioVeris CorporationDate: August 9, 2005
    
    /s/ Samuel J. WohlstadterSamuel J. WohlstadterChief Executive Officer(On behalf of the Registrant and asIts Principal Executive Officer)Date: August 9, 2005
    
    /s/ George V. MigauskyGeorge V. MigauskyVice President of FinanceChief Financial Officer(On behalf of the Registrant and asIts Principal Financial Officer)
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